COMPUTER SOFTWARE AS A SERVICE LICENSE AGREEMENT

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1 COMPUTER SOFTWARE AS A SERVICE LICENSE AGREEMENT This Agreement is binding on the individual and the company, or other organization or entity, on whose behalf such individual accepts this Agreement, that either (a) clicks on the I AGREE or I ACCEPT or such similar concurrence button or (b) accesses, uses, downloads or otherwise accesses any software or documentation detailed herein, and is entered into by and between CTC Enterprise Ventures Corporation, located at 100 CTC Drive, Johnstown, PA (hereinafter referred to as "LICENSOR"), and the individual and the company, or the other organization or entity, on whose behalf such individual accepts this Agreement (hereinafter referred to as "LICENSEE"). WHEREAS, LICENSOR has developed certain computer software; and WHEREAS, LICENSOR is willing to grant a limited, Term-restricted license to use such software and other software used in its operation to LICENSEE on the terms and conditions herein; NOW, THEREFORE, in exchange for and in consideration of the mutual promises, premises, and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LICENSOR and LICENSEE hereby agree as follows: 1. DEFINITIONS 1.1 "TrackerEM" shall mean the computer software program being provided via a software-as-a-service model, via a LICENSOR specified website or other method (each as specified by LICENSOR from time to time). 1.2 "LICENSED SOFTWARE" shall mean the computer software which is inclusive of TrackerEM and other software used in the operation of TrackerEM provided to LICENSEE via a software-as-a-service model hereunder. Any modifications, updates, revisions or enhancements to the LICENSED SOFTWARE made during the Term (see Section 3 below) by LICENSOR may be included in the LICENSED SOFTWARE at LICENSOR s discretion. 1.3 Subscription Fee shall mean the annual service fee which covers LICENSEE s license fees for the LICENSED SOFTWARE. 2. RIGHTS AND DUTIES 2.1 TRACKEREM SOFTWARE AND RELATED DOCUMENTATION WAS DEVELOPED EXCLUSIVELY AT PRIVATE EXPENSE AND IS COMMERCIAL COMPUTER SOFTWARE. USE OF TRACKEREM AND THE OTHER LICENSED SOFTWARE USED IN THE OPERATION OF TRACKEREM IS SUBJECT TO THE TERMS AND CONDITIONS HEREOF The use is limited to the LICENSEE.

2 2.1.2 The use is restricted to the internal business operations of the LICENSEE The use is restricted to be in accordance with the terms of this Agreement Any third party materials specified in the program documentation required for use or access of the LICENSED SOFTWARE are not provided by LICENSOR and must be acquired by LICENSEE directly LICENSOR(s) retain(s) all ownership in the intellectual property rights in and to the LICENSED SOFTWARE LICENSEE is prohibited from assigning, giving, or transferring the any rights hereunder (including without limitation rights to access the LICENSED SOFTWARE) to another individual or entity The following is prohibited: (a) the removal or modification of any program markings or any LICENSOR notice of proprietary rights; (b) LICENSEE making the LICENSED SOFTWARE available in any manner to any third party for use in the third party s business operations (unless such access is expressly permitted by LICENSOR in writing); and (c) title to the LICENSED SOFTWARE or to any programs, operating system and/or integrated software from passing to the LICENSEE or any other party LICENSOR(s) prohibit(s) LICENSEE from reverse engineering (unless required by law for interoperability), disassembly or de-compilation of the LICENSED SOFTWARE (the foregoing prohibition includes but is not limited to review of data structures or similar material produced by programs), operating system and/or integrated software and prohibit duplication of the programs, operating system and/or integrated software Any third party firms retained by the LICENSEE to provide computer consulting services are independent of LICENSOR(s) and are not agents of LICENSOR(s), and LICENSOR(s) are not liable for nor bound by any acts of any such third party firm LICENSOR(s) are not liable for (a) any damages, whether direct, indirect, incidental, special, punitive or consequential, and (b) any loss of profits, revenue, data or data use, arising from the use of the LICENSED SOFTWARE or any programs, operating system and/or integrated software LICENSEE is required, at the termination of the Agreement, to discontinue use and destroy or return all copies of the documentation Publication of any results of benchmark tests run on the LICENSED SOFTWARE is prohibited LICENSEE is required to comply fully with all relevant export

3 laws and regulations of the United States and other applicable export and import laws to assure that neither the LICENSED SOFTWARE nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws LICENSOR is permitted to audit LICENSEE s use of the LICENSED SOFTWARE, and LICENSEE is required to provide reasonable assistance and access to information in the course of such audit and permit LICENSOR to report the audit results to LICENSOR(s). Furthermore, LICENSOR will have a right of audit to verify LICENSEE compliance with this Agreement in accordance with 18 U.S.C for U.S. federal government clients LICENSEE agrees that LICENSEE has not relied on the future availability of any hardware, programs or updates in entering into the Agreement LICENSEE is hereby notified that LICENSOR may have one or more third party beneficiaries of this Agreement The application of the Uniform Computer Information Transactions Act (UCITA) is excluded from this Agreement LICENSEE shall use the LICENSED SOFTWARE for lawful purposes only LICENSOR will restrict LICENSEE account access, including for any and all third party users. To access the LICENSED SOFTWARE, LICENSEE may be required to complete a registration, enroll via an online subscription process or as otherwise determined/implemented by LICENSOR. In consideration of LICENSEE s use of the LICENSED SOFTWARE, LICENSEE hereby agrees to: (a) provide accurate, current and complete information about LICENSEE as may be prompted by any registration/subscription forms; (b) maintain the security of LICENSEE s password and identification; and (c) maintain and promptly update the registration information, and any other information LICENSEE provides to LICENSOR. LICENSEE is solely responsible for safeguarding and maintaining the secrecy of password(s) and identification(s) at all times. LICENSEE shall notify LICENSOR promptly of any unauthorized use of LICENSEE s password, identification and/or account. LICENSEE accepts sole responsibility for any and all activities that occur under LICENSEE s password, identification, and/or account, and such use shall be deemed to be use by LICENSEE. LICENSEE will ensure that any and all use of LICENSEE s account fully complies with the terms and conditions of this Agreement. LICENSEE, and not LICENSOR, shall bear the risk of loss arising from any unauthorized or fraudulent usage of LICENSED SOFTWARE provided hereunder to LICENSEE LICENSEE content created using the LICENSED SOFTWARE shall be LICENSEE s sole and exclusive property, however, LICENSOR retains the right, but not the duty, to audit, monitor, review and, in LICENSOR s sole discretion, remove or otherwise delete any and all content and/or postings made using the LICENSED SOFTWARE. LICENSEE agrees not to submit or transmit any material that is unlawful, threatening, libelous, defamatory, obscene, pornographic, profane, or might in any other way violate any law, regulation, or rule. LICENSEE shall not upload or otherwise transmit through the LICENSED SOFTWARE any material which

4 violates or infringes in any way upon the rights of others, or which encourages conduct that would constitute a criminal offense and/or give rise to civil liability. LICENSEE is solely responsible for any material LICENSEE submits and/or posts to the LICENSED SOFTWARE. LICENSEE further agrees not to upload, , post or transmit to, or distribute or otherwise publish through the LICENSED SOFTWARE any material which disrupts the normal operation of the LICENSED SOFTWARE, including posting or otherwise transmitting material that restricts or inhibits any other user from using the LICENSED SOFTWARE. Through LICENSEE s usage of the LICENSED SOFTWARE, LICENSEE may submit and/or LICENSOR may gather certain information about LICENSEE and LICENSEE s usage of the LICENSED SOFTWARE. LICENSOR is free to use such information for any purpose LICENSOR deems appropriate. The LICENSEE shall indemnify and hold LICENSOR(S) harmless for all claims, demands, damages, costs, fines, penalties, and all other expenses arising from the LICENSEE s failure to comply with this clause. 2.2 The parties agree that notwithstanding the above or anything else to the contrary, all rights under copyright laws in and to the LICENSED SOFTWARE shall remain the sole and exclusive property of LICENSOR(s). 2.3 No rights or licenses to the LICENSED SOFTWARE, other than those granted in Sections 2.1, are granted, whether expressly, by implication or estoppel or otherwise. 3. TERM 3.1 Unless otherwise set forth in a separate agreement between LICENSOR and LICENSEE, the one-year term of this license will automatically be renewed on an annual basis, (except for in the case of U.S. federal government clients, the license shall be renewed upon the appropriation of funds on an annual basis), unless terminated by the parties in accordance with Section 3.2 below and subject in all cases to LICENSEE s payment of all required Subscription Fees as specified by LICENSOR. 3.2 Either party shall have the right to terminate this Agreement and the license granted herein if a party so desires at its convenience and provides written notice to the other party at least sixty (60) days in advance of any annual renewal or if the other party commits an act of or is subject to a Default. A "Default" means a material breach of a term or condition of this Agreement. Upon the conclusion of sixty (60) days following a party providing written notice of its desire to terminate this Agreement at its convenience in advance of an annual renewal, this Agreement shall terminate (without automatic renewal) upon the expiration of the then current annual term unless otherwise agreed to in writing between the parties prior to the conclusion of the sixty (60) days following written notification. Upon the occurrence of a Default, the non-defaulting party shall provide written notice to the other party of the Default and the defaulting party shall have fifteen (15) days from the defaulting party's receipt of notice of Default to cure the same. If the defaulting party shall not effect such cure then this Agreement shall terminate. 3.3 Within sixty (60) calendar days of the other party s receipt of notice of a party s desire to terminate the Agreement at a party s convenience as provided for above, or within fifteen (15) calendar days after the defaulting party's receipt of notice as provided for above, LICENSEE

5 shall deliver to LICENSOR all copies of documentation for the LICENSED SOFTWARE.. Upon termination or expiration of this Agreement for any reason, LICENSEE s right to use and access the LICENSED SOFTWARE shall be terminated. 4. SUBSCRIPTION FEE 4.1 LICENSEE agrees to pay the LICENSOR the annual Subscription Fee as specified in the registration/subscription form, and/or as specified in any separate written agreement between LICENSOR and LICENSEE. 5. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY 5.1 Each party hereby represents that it has the right to enter into this Agreement. 5.2 LICENSOR(S) MAKE NO WARRANTY OR REPRESENTATION (OTHER THAN THAT MADE IN SECTION 5.1), EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE LICENSED SOFTWARE, ITS QUALITY, MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. ALL LICENSED SOFTWARE PROVIDED HEREUNDER IS "AS IS", WHERE IS AND LICENSOR(S) MAKE NO WARRANTY THAT THE LICENSED SOFTWARE IS FREE FROM CLAIMS OF INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS, OR OTHER PROPRIETARY RIGHTS OF OTHERS. LICENSOR(S) MAKE NO WARRANTY REGARDING ACCURACY OF INFORMATION, ACCURACY OF DATA NOR ACCURACY OF MAPS (IF ANY) CONTAINED IN THE LICENSED SOFTWARE. LICENSOR(S) MAKE NO WARRANTY REGARDING AVAILABILITY OF SERVICE NOR THAT LICENSEE S USE OF THE LICENSED SOFTWARE SHALL BE UNINTERRUPTED, ERROR FREE, OR FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS. THERE IS NO SERVICE LEVEL AGREEMENT, UPTIME OR OTHER GUARNATEE PROVIDED WITH RESPECT TO THE LICENSED SOFTWARE. THERE ARE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AND ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED AND NEGATED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR(S) OR THEIR REPRESENTATIVES SHALL CREATE A WARRANTY OR MAKE ANY MODIFICATION, EXTENSION OR ADDITION TO THIS WARRANTY DISCLAIMER. 5.3 IN NO EVENT WHATSOEVER SHALL LICENSOR BE LIABLE TO THE LICENSEE OR TO ANY THIRD PARTIES FOR ANY DAMAGES CAUSED, IN WHOLE OR IN PART, BY THE USE OR FAILURE OF THE LICENSED SOFTWARE OR FOR ANY LOST REVENUES, LOST PROFITS, LOST SAVING OR OTHER DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCURRED BY ANY PERSON, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. FURTHERMORE, IN NO EVENT WHATSOEVER SHALL A LICENSOR BE LIABLE TO THE LICENSEE OR TO THIRD PARTIES FOR ANY AND ALL THIRD PARTY WEBSITES TO WHICH LICENSED SOFTWARE MAY CONTAIN LINKS, AND LICENSOR IS NOT LIABLE FOR THE CONTENT OF AND/OR ANY PRODUCTS AND/OR SERVICES OFFERED ON SUCH THIRD PARTY WEBSITES. ANYTHING TO THE CONTRARY IN THIS AGREEMENT NOTWITHSTANDING, IN NO EVENT SHALL LICENSOR S

6 MAXIMUM LIABILITY HEREUNDER EXCEED THE SUBSCRIPTION FEES PAID TO LICENSOR BY LICENSEE IN THE THREE (3) MONTHS PRIOR TO THE ACT GIVING RISE TO THE LIABILITY HEREUNDER. 6. CONFIDENTIALITY 6.1 LICENSEE understands and agrees that the LICENSED SOFTWARE licensed by LICENSOR hereunder contains certain information that is confidential and proprietary which LICENSEE expressly agrees to retain in strictest confidence and to use only in conjunction with the LICENSED SOFTWARE pursuant to the terms of this Agreement. 6.2 LICENSEE'S obligations with respect to such confidential information shall survive the termination of this Agreement. Notwithstanding anything to the contrary in Section 6.1, LICENSEE shall not be prohibited from using or disclosing information which: (i) is already available to the public as of the date of this Agreement; (ii) becomes publicly available through no fault of LICENSEE (or the fault of its employees, contractors or agents); (iii) is already known to LICENSEE at the time of its receipt thereof, as shown by written records existing and is available to LICENSEE from a third party who is not under an obligations of non-disclosure with respect to such information. 7. MISCELLANEOUS 7.1 The parties will not incur liability (excluding only LICENSEE s payment obligations) to each other for failing to perform any obligation under this Agreement if such failure results from a force majeure or any force beyond their reasonable control. 7.2 This Agreement is binding on the individual and the company, or other organization or entity, on whose behalf such individual accepts this Agreement, that either (a) clicks on the I AGREE or I ACCEPT or such similar concurrence button or (b) accesses, uses, downloads or otherwise accesses any software or documentation detailed herein, and is entered into by and between LICENSOR and the individual, and the company, or the other organization or entity, on whose behalf such individual accepts this Agreement. The headings and organization of this Agreement are included and used solely for convenience of reference and shall not constitute a part in this Agreement for any other purpose. 7.3 This Agreement shall be deemed made and accepted in and governed by the laws of the Commonwealth of Pennsylvania. The state and federal courts situated in Johnstown, Pennsylvania shall have non-exclusive jurisdiction and venue to hear all disputes arising out of or related to this Agreement. 7.4 The waiver of any breach of any covenant or condition of this Agreement shall not hinder or otherwise prevent the subsequent enforcement of said covenant or condition. 7.5 Any assignment of this Agreement or any rights or obligations hereunder by LICENSEE without the prior written consent of the LICENSOR shall be null and void and of no effect and a material breach hereof.

7 7.6 If any of the provisions in this Agreement shall for any reason be declared or held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 7.7 Export Restrictions. Information and products pursuant to this Agreement may contain information for which export is restricted by the Arms Control Act (22 U.S.C et seq.) or the Export Administration Act (50 App. U.S.C et seq.) and their implementing regulations. Nothing in this Agreement shall be construed to permit any export or disclosure in violation of these authorities. The LICENSEE represents and warrants that it shall comply with all U.S. export and import laws and regulations. Further, by acceptance of this license, the LICENSEE certifies the following: If any commodities, technical data and/or services provided in connection with this license are subject to the requirements of the International Traffic Arms Regulations, 22 CFR Part 120, (ITAR) or the Export Administration Regulations 15 CFR (EAR) the following shall apply: A. Per 22 CFR (a) LICENSEE shall be registered with the Department of State s Office of Defense Trade Controls; B. The LICENSEE warrants that foreign persons, as defined in the paragraph of the ITAR, are NOT authorized to work under this license without the express written approval of the Department of State, or the Department of Commerce if the effort falls under EAR; C. The LICENSEE warrants that it will not export, transfer or disclose technical data, defense articles or defense services to a foreign person, whether in the U.S. or abroad, without the written permission of the U.S. Department of State or the Department of Commerce; and D. The LICENSEE shall indemnify and hold LICENSOR harmless for all claims, demands, damages, costs, fines, penalties, and all other expenses arising from the LICENSEE s failure to comply with this clause and the stated statutes and regulations, as they may be amended. 7.8 This Agreement, including all exhibits hereto, is the entire agreement between the parties hereto and supersedes all previous letters, understandings, or verbal agreements which relate to the LICENSED SOFTWARE. No modification of this Agreement shall be binding on the parties hereto unless such modification is in writing and duly signed by each party.

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