End User License Agreement for BioSymetrics. NOTICE TO ALL USERS: PLEASE READ THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT CAREFULLY. This End User License Agreement (EULA) is an agreement between you and BioSymetrics Inc. ("BioSymetrics"), which governs your use of this software product. Whereas, BioSymetrics has developed a platform which performs advanced pre-processing, integration, and analytics using complex data types (the “Platform”); Whereas, BioSymetrics wishes to provide Licensee access to the Platform for lawful use only. Right to Access and Use the Platform. BioSymetrics grants to Licensee a non-exclusive, non-transferable, royalty-free, revocable license, during the Term only, to access and use the Platform. In connection with Licensee’s use of the Platform, Licensee may access the Platform via the url and password(s) to be provided by BioSymetrics. All rights not expressly granted to Licensee are reserved by BioSymetrics. There are no implied rights. Restrictions on Use of Platform. Licensee’s use of the Platform is subject to the following restrictions. Except as expressly permitted in this Agreement, Licensee shall not, and shall not permit others to, (a) use, access, copy, or otherwise reproduce the Platform in whole or in part; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Platform; (c) distribute, sublicense, assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the Platform or Licensee’s right to use the Platform; or (d) remove any proprietary notices or labels on the Platform. Licensee shall not, in advertising or otherwise, use or display any of BioSymetrics’ trademarks or any name, mark, or logo that is the same as or similar to BioSymetrics’s trademarks, represent itself to be a licensee of BioSymetrics, or in any way identify itself with BioSymetrics without written consent from BioSymetrics. Licensee shall not use the Platform to: (a) send, upload or otherwise transmit any Licensee Content that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) upload or otherwise transmit, display or distribute any Licensee Content that infringes any trademark, trade secret, copyright or other proprietary or intellectual property rights of any person; (c) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Platform or networks connected to the Platform; or (e) violate any applicable law or regulation. Licensee Content; Licensee’s Obligations. Licensee retains ownership of all right, title and interest in and to all content stored and loaded by Licensee on the Platform (the “Licensee Content”). During the term of this Agreement, Licensee hereby grants to BioSymetrics a limited, worldwide, non-exclusive, non-transferable, royalty-free right to use, display, transmit, and distribute the Licensee Content solely as necessary to provide Licensee use and access of the Platform. Except as provided in this Agreement, Licensee shall be solely responsible for providing, updating, uploading and maintaining all Licensee Content. The accuracy of Licensee Content shall be Licensee’s sole responsibility. Upon termination of the Agreement, BioSymetrics shall have no obligation to make such Licensee Content available to Licensee. Licensee is solely responsible for all Licensee Content. BioSymetrics does not guarantee the accuracy, integrity or quality of such Licensee Content. Term; Termination. This Agreement shall commence upon the Effective Date and continue until either party terminate the Agreement for its convenience at any time upon written notice to the other party (the “Term”). Upon termination or expiration of this Agreement, Licensee shall immediately surrender all rights, licenses, and privileges granted under this Agreement, and shall cease using the Platform and Confidential Information (defined in §7 below) and will certify to BioSymetrics in writing that all copies of any Confidential Information of BioSymetrics have been returned to BioSymetrics or destroyed. Sections 2, 3, 4, 5, 6, 7, 8 and 9 will survive termination or expiration of this Agreement. Proprietary Rights. BioSymetrics and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the Platform, including all associated intellectual property rights. Licensee acknowledges that while any predictive model or workflow they create while using the platform may remain their own, any ideas, modifications, or suggestions it proposes to BioSymetrics, or are otherwise created by BioSymetrics to address issues or limitations they encounter during their engagement (“Suggestions”) are hereby assigned to BioSymetrics and shall be the sole and exclusive property of BioSymetrics. BioSymetrics will have sole discretion as to whether and how to implement any such Suggestions into the Platform. Disclaimer of Warranty; Disclaimer of Liability. THE PLATFORM IS PROVIDED “AS IS” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 7 OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 6 HEREIN, NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY (OR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, OR PARTNERS) OR ANY THIRD PARTY RELATING TO THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. IN NO EVENT WILL A PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, INCIDENTAL, EXEMPLARY, COVER OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR REVENUE, LOST BUSINESS OPPORTUNITIES, LOST SAVINGS, LOST DATA, OR COMPUTER FAILURE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Confidentiality. During the Term, each party (“Discloser”) may disclose or provide to the other party (“Recipient”) certain technical or business information that is wishes to remain confidential. Recipient should consider all of this as “Confidential Information”, whether or not marked as such. Recipient may use this Confidential Information only for the purpose of performing its obligations under this Agreement and may not disclose any Confidential Information to any third party. Without limitation, BioSymetrics’s Confidential Information includes the Platform and Licensee’s Confidential Information includes the Licensee Content. Each Recipient acknowledges and agrees that, due to the unique nature of this Confidential Information, there can be no adequate remedy at law for breach of this Section and that such breach would cause irreparable harm to Discloser; therefore, in the event of a breach or threatened breach of this Section by Recipient, Discloser shall be entitled to immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement. Indemnification BioSymetrics Indemnification. BioSymetrics will indemnify, defend and hold Licensee harmless from and against any and all costs, liabilities, losses, and expenses, including, but not limited to, reasonable attorneys’ fees (collectively, “Losses”) incurred arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Licensee (i) arising from BioSymetrics’s use of the Licensee Content in violation of this Agreement or (ii) alleging that the use of the Platform as permitted hereunder infringes any copyright or trademark, or constitutes a misappropriation of a trade secret of a third party. Licensee Indemnification. Licensee shall indemnify, defend, and hold BioSymetrics harmless from and against any and all Losses resulting from the Licensee Content (excluding any Losses resulting from BioSymetrics’s indemnification obligations specified in Section 8(a)). Procedure. The party seeking indemnification under this Section shall give the other party (the “Indemnitor”): (a) prompt written notice of any such claim or threatened claim; (b) sole control of the defense, negotiations and settlement of such claim; and (c) full cooperation in any defense or settlement of the claim (at Indemnitor’s cost). Miscellaneous. Assignment. Neither this Agreement nor any interest herein may be assigned or otherwise transferred (by operation of law or otherwise) in whole or in part by a party. Independent Contractors. Nothing in this Agreement shall be construed to imply a joint venture, partnership or agency relationship between the parties; BioSymetrics shall be considered an independent contractor when performing any services in connection with this Agreement. Waiver. No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions and will not be effective unless made in writing and signed by an authorized representative of the waiving party. Severability. If any provision or portion of this Agreement is held to be unenforceable or invalid, the remaining provisions and portions shall nevertheless be given full force and effect, and the parties agree to negotiate, in good faith, a substitute valid provision which most nearly affects the parties' intent in entering this Agreement. Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York, without regard to principles of conflicts of laws. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Application of the U.N. Convention of Contracts for the International Sale of Goods is expressly excluded. Entire Agreement. This Agreement is the entire agreement of the parties, and supersedes all prior and contemporaneous agreements and communications, whether oral or in writing, between the parties with respect to the subject matter of this Agreement, and no amendment or modification of this Agreement shall be effective unless made in writing and duly signed by authorized representatives of BioSymetrics and Licensee. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. BioSymetrics Technology is patent-pending 2019.