BY DOWNLOADING THE SOFTWARE THE INDIVIDUAL OR ENTITY (THE “LICENSEE”) BECOMES A PARTY TO THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) AND AGREES TO BE BOUND BY ALL OF ITS TERMS. IMOGEN TECHNOLOGIES, LLC (“LICENSOR”), A CALIFORNIA LIMITED LIABILITY COMPANY PROVIDES THIS SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON BELOW, AND/OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, LICENSEE: (A) ACCEPTS THIS AGREEMENT AND AGREES THAT THE LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) IF AN INDIVIDUAL, LICENSEE IS 18 YEARS OF AGE OR OLDER; AND (II) LICENSEE HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND LICENSEE MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE. 1. Definitions. For purposes of this Agreement, the following terms have the following meanings: “Documentation” means all documentation and other material related to the Software and provided by Licensor, including but not limited to user manuals, help files, and other instructions, specifications, documents, and materials that describe the functionality, installation, testing, operation, use, maintenance, support, technical features, or requirements of the Software. “Intellectual Property Rights” means any and all intellectual property or proprietary rights throughout the world, including all: (i) patent rights (including patent applications and disclosures); (ii) registered and unregistered copyrights (including rights in software, including source code and object code); (ii) registered and unregistered trademark rights; and (iv) trade secret rights. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity. “Third Party” means any Person other than Licensee or Licensor. 2. License Grant and Scope. Subject to and conditioned upon Licensee’s strict compliance with all of the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable limited license (the “License”) during the Term to use the Software and Documentation, solely as set forth in this Section 2 and subject to all of the conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This License grants Licensee the right to: (a) install and maintain the Software for the maximum allowed users based on Licensee’s monthly subscription. The reproduction, copying, or redistribution of content for commercial purposes is prohibited without the express written permission of Licensor; and (b) use and run the Software as properly installed in accordance with this Agreement and the Documentation, and solely for Licensee’s business purposes. 3. Use Restrictions. Licensee shall not, directly or indirectly: (a) use (including making any copies of) the Software or Documentation beyond the scope of this License; (b) permit any other Person (other than its own users) to use the Software or Documentation; (c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof; (d) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof; (e) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent or other Intellectual Property Rights from the Software or Documentation, including any copy thereof; (f) except as contemplated by this License, copy the Software or Documentation, in whole or in part; (g) use the Software or Documentation in violation of any foreign, federal, state or local law, regulation or rule; or (h) use the Software or Documentation for purpose of the development of a competing software product or service of any other purpose that is to the Licensor’s commercial disadvantage. 4. Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software by its own user or by any other Person to whom Licensee may provide access to or use of the Software, whether such access or use is permitted by or in violation of this Agreement. 5. Credit Card Information. Licensee authorizes Licensor to store Licensee’s payment method and use the payment method in connection with Licensee’s use for the Software. To avoid interruption of Licensee’s service, Licensor may participate in programs supported by Licensee’s card provider to try to update Licensee’s payment information. Licensee authorizes Licensor to continue billing Licensee’s account with the updated information. 6. Maintenance and Support. This License does not entitle Licensee to any support services with respect to the Software. Licensor shall periodically upgrade the Software, which may include bug fixes and updates to be compatible with next generation operating systems. 7. Collection and Use of Information. Licensee acknowledges and agrees that Licensor may, directly or indirectly, collect, use, and store information regarding Licensee’s use of the Software to improve the performance of, or develop updates to, the Software. 8. Intellectual Property Rights. Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto other than use the same in accordance with the License, and subject to all of the terms, conditions, and restrictions under this Agreement. Licensor reserves and shall retain their entire right, title, and interest in and to the Software and Documentation and all Intellectual Property Rights arising out of or relating to the Software and Documentation, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Software and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of Licensor’s Intellectual Property Rights in the Software or Documentation and fully cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights. 9. Term. This Agreement and the License shall remain in effect unless terminated as set forth herein (the “Term”). 10. Termination. (a) Licensee may terminate this Agreement at any time. Termination of the Agreement does not relieve Licensee of any obligation to pay any outstanding fees. (b) Licensor may at any time terminate or suspend Licensees right to use the Software if: (1) Licensee breaches any provision of the Agreement (or acts in a manner that clearly shows that Licensee does not intend to, or is unable to, comply with the Agreement); (2) Licensee fails to make the timely fee payments for the Software; (3) Licensor is required to do so by law; and (4) Licensor elects to discontinue the Software, in whole or in part (such as if it becomes impractical for Licensor to continue offering the Software in Licensee’s region due to changes of law). 11. Warranty Disclaimer. THIS SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY IN THAT THE SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (a) IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTIONS OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATABILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’ INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE-HUNDRED DOLLARS ($100.00). (c) THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE. 13. Confidentiality. Each party agrees to use commercially reasonable efforts to maintain the confidentiality of any confidential information of the other party that it obtains pursuant to this Agreement consistent with the efforts such party uses to protect its own confidential and trade secret information of like importance, and shall take all reasonable steps to ensure that such confidential information is not disclosed or distributed by its employees or agents to Third Parties not subject in writing to an agreement to protect such confidential information. Each party agrees that the Software and Documentation shall be deemed confidential information of Licensor. 14. Apple’s Minimum Terms of Developer’s End-User License Agreement. Each party agrees to incorporate the Apple Instruction for Minimum Terms of Developer’s End-User License Agreement, as set forth below: a. Acknowledgement: Each Party acknowledges that this agreement is solely between the Licensor and Licensee, and not with Apple. Licensor, not Apple, is solely responsible for the Software and the content thereof. The parties agree that this Agreement does not provide for usage rules that conflict with the Apple Media Services Terms and Conditions as of the Effective Date (which You acknowledge You have had the opportunity to review). b. Scope of License: The license granted to the Licensee under this Agreement constitutes a non-transferable license to use the Software on any Apple-branded Products that the End-User owns or controls and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that such Software may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing. c. Maintenance and Support: Licensor is solely responsible for providing any maintenance and support services with respect to the Software, to the extent required by this Agreement, or as required under applicable law. The Parties acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application. d. Warranty: Licensor is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Software to conform to any applicable warranty, the Licensee may notify Apple, and Apple will refund the purchase price for the Software to that End-User; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the Licensor’s sole responsibility. e. Product Claims: The Parties acknowledge that Licensor, not Apple, is responsible for addressing any claims of the Licensee, or any third party relating to the Software or the Licensee’s possession and/or use of that Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with Software’s use of the HealthKit and HomeKit frameworks. This Agreement does not limit the Licensor’s liability to the Licensee beyond what is permitted by applicable law. f. Intellectual Property Rights: The Parties acknowledge that, in the event of any third party claim that the Software or the Licensee’s possession and use of that Software infringes that third party’s intellectual property rights, You, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. g. Legal Compliance: Licensee represents and warrants that: (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties. h. Developer Name and Address: The Licensee may direct any questions, complaints, or claims with respect to the software to the Licensor via the following contact information: i. Third Party Terms of Agreement: Licensee must comply with applicable third-party terms of agreement when using the Software, such as cellular data plans. j. Third Party Beneficiary: The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon the Licensee’s acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against the licensee as a third party beneficiary thereof. 15. Indemnification. Licensee will indemnify Licensor and Licensor’s subsidiaries, affiliates, officers, agents, employees, partners, members and licensors from any claim, demand, loss, or damages, including reasonable attorney’s fees, arising out of or related to Licensee’s use of the Software, or Licensee’s violation of the Agreement. Licensor has the right to control the defense of any claim, action, or matter subject to indemnification by Licensee with counsel of Licensor’s own choosing. Licensee agrees to fully cooperate with Licensor in the defense of any such claim, action, or matter. 16. Governing Law. This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of California. 17. Notices. Licensee may send notices to Licensor at the following address: 2701 Del Paso Road, Suite 130-604, Sacramento, CA 95835. 18. Non-Assignment. Licensee may not assign or otherwise transfer their rights and obligations under this Agreement without the prior written consent of Licensor. 19. Headings. Headings used in this Agreement are provided for convenience only and will not be used to construe meaning or intent. 20. Severability. If any provision of the Agreement is held invalid or unenforceable for any reason, the remainder of the Agreement will continue in full force and effect. 21. No Waiver. Licensor’s failure to enforce or exercise any provision of this Agreement is not a waiver of that provision. 22. No Class Actions. Licensee may only resolve disputes with Licensor on an individual basis, and Licensee may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. 23. Survival. Upon the expiration or termination of the Agreement, some or all of the Software may cease to operate without prior notice. Licensee’s indemnification obligations, and Licensor’s warranty disclaimers and limitations on liability stated in this Agreement shall survive. 24. Entire Agreement. This instrument constitutes the entire agreement and understanding among the Licensor and Licensee pertaining to the subject matter hereof and supersedes all prior discussions, agreements, and understandings of every kind and nature between them and no Party hereto shall be bound by any condition, definition, warranty or representation other than as expressly provided for in this Agreement. This Agreement shall not be changed, modified, or amended except by a writing signed by the Party to be charged. 25. Attorneys’ Fees and Costs. In the event of litigation or arbitration to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party, all reasonable attorneys’ fees, expert fees, and litigation costs. 26. Acknowledgement. BY DOWNLOADING THIS SOFTWARE, THE LICENSEE ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND THE AGREEMENT, AND AGREES TO BE BOUND BY THE AGREEMENT’S TERMS AND CONDITIONS.