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BOARDACTIVE END USER SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY: This End User Software License Agreement (“Agreement”) is a legal contract between BoardActive Corporation (“BoardActive”) and the second party to this Agreement (“Customer”) that governs Customer’s right to access and use BoardActive’s proprietary visual signage software that connects advertisers to consumers via their mobile devices (the “Software”). Customer’s right to access and use the Software is strictly conditioned on Customer’s agreeing to comply with this Agreement. If Customer is accepting this Agreement on behalf of a legal entity (e.g. an employee accepting on behalf of his/her employer), Customer represents and warrants that Customer has the authority to bind that entity to this Agreement and Customer’s acceptance of this Agreement will be treated as the acceptance of the entity. In that event, "Customer” will refer and apply to that entity. Any actual use or attempt to use the Software shall be deemed to be additional proof of Customer’s agreement to comply with this Agreement. BY DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING OR USING THE SOFTWARE, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER MAY NOT DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE.

1. License Terms, Proprietary Rights of BoardActive

1.1 Grant of License In return for Customer’s payment in full of any fees charged by BoardActive for the Software, BoardActive grants Customer a non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to access, install and use the Software, in object code format only, on a single device owned or controlled by Customer. Customer may use the Software solely in connection with the BoardActive solution and only as specified by BoardActive, this Agreement and any documentation.

1.2 Restrictions on Use Except as otherwise stated expressly in this Agreement, Customer: (a) may use the Software solely for Customer’s personal use; (b) may not sell, resell, license, sublicense, lease or otherwise provide access to the Software to any other person; (c) may not use the Software to provide services to or for the benefit of any third party; (d) may not use the Software for the purposes of developing, or assisting others in the development, of solutions that compete with or that are otherwise substitutable for the Software; (e) may not use the Software for any purposes that are contrary to applicable laws and regulations; and (f) may not reverse engineer, decompile or in any other way attempt to discern the source code to the Software.

1.3 Ownership and Intellectual Property Customer acknowledges that the Software and all copyrights, patents, trade secrets, trademarks and other proprietary rights associated with the Software (“Intellectual Property”) are the sole property of BoardActive. Customer shall gain no right, title or interest in the Software, or any rights to any of BoardActive’s Intellectual Property, by virtue of this Agreement other than the licenses granted in Section 3.1. Customer hereby assigns to BoardActive any 1 Intellectual Property rights associated with any suggestions for improvements or enhancements from Customer resulting in modification or enhancement of the Software.

1.4 BoardActive Website BoardActive’s website may include additional terms and conditions applicable to the Software. Accordingly, Customer agrees to check BoardActive’s website regularly for such terms and conditions. Any terms and conditions on BoardActive’s website shall be deemed to be automatically incorporated by reference into this Agreement five (5) days after BoardActive posts such terms and conditions on its website.

1.5 Upgrades BoardActive may provide Customer with updates to the Software from time to time. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes and enhanced functions. Customer agrees to receive such updates as part of Customer’s use of the Software.

2. Term and Termination

2.1 Term The term of the license granted to Customer shall begin on the date that Customer is deemed to have accepted this Agreement and shall continue in perpetuity, subject to termination earlier in accordance with Section 2.2 below.