Software License Agreement

Creda Software License Agreement

Revised March 4, 2019

— IMPORTANT — READ CAREFULLY —

This is a legal agreement between You and Creda Software, Inc. (“CSI”) with respect to Your access and use of CSI software and related offerings. You must accept without modification all of the terms, conditions, and notices contained in this Agreement (“Agreement”) in order to download, copy, install, operate and use CSI software. If You do not accept this Agreement in its entirety, You may not download, copy, install, operate or use the CSI software.

Definitions

1. “You” and “Your” refers to you individually and your employer or organization if you are acting on their behalf. By downloading, copying, installing, operating or using the Software, you warrant that you are authorized to accept this Agreement on behalf of your employer or organization.

2. “CSI Parties” refers individually and collectively to CSI and its managers, employees, officers, directors, shareholders, advisors, contractors, agents, subsidiaries, affiliates, resellers, distributors, suppliers and/or service providers.

3. “Software” consists of all software programs or collections of programs distributed by the CSI.

4. “Patents” consists of all patents owned or licensed by CSI, now or in the future, that claim any aspect of the Software or its use or operation, and that CSI has a right to license or sublicense subject to the terms of this Agreement.

5. “Support” refers to any information or additional software of any kind related to the Software, including without limitation documentation or descriptions of the Software and its use or operation, release notes, guides, and sales and marketing information and advertisements, example programs, bug fixes, answering questions and/or providing access to questions and answers asked by You or others.

6. “Services” refers to any services offered or provided by the CSI Parties.

7. “Offerings” refers individually and collectively to the Software and any Patents, Support, or Services.

Grant of License

8. CSI hereby grants You a perpetual, irrevocable license to download, copy, use and distribute the Software, and to create and distribute derivative versions, provided You comply with all of the terms, conditions and notices in this Agreement.

9. CSI also hereby grants You a perpetual, irrevocable license to use all Patents, provided You comply with all of the terms, conditions and notices in this Agreement.

10. The Software and Patents may only be used (a) in conjunction with the units of CredaCash cryptocurrency authorized to be created by CSI for use under this Agreement; and (b) in conjunction with other assets or information only for the purposes of development, testing and evaluation and only if the other assets or information have no or negligible value.

11. Any redistribution of the Software must include this license agreement, and the recipient must agree to the terms and conditions of this license for the benefit of CSI and the CSI Parties.

12. You may not use the Offerings for any unlawful purpose, or for any purpose that violates international controls against terrorism, money laundering, trafficking in arms or narcotics, war crimes or crimes against humanity.

13. You may not attempt to gain unauthorized access to any account, computer system, network or information associated with the Offerings, or to otherwise interfere with, or disrupt, damage or corrupt any accounts, computer systems, networks or information associated with the Offerings. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Offerings.

14. The Software and Patents are protected by copyright and other intellectual property laws and treaties. CSI or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software and Patents are licensed, not sold.

15. CSI is not obligated to provide updates or improvements to the Software, however, if CSI, in its sole discretion, updates or improves the Software, this Agreement shall apply to such updates and improvements unless expressly noted otherwise.

16. The CSI Parties may, but are not required to, provide You with Support. The CSI Parties may, in their individual sole discretion, terminate or modify any Support they provide at any time and without notice.

NO WARRANTIES; LIABILITY DISCLAIMER; EXCLUSIVE REMEDY

17. YOU ACKNOWLEDGE THERE ARE MANY DIFFERENT ENVIRONMENTS IN WHICH THE OFFERINGS MIGHT BE USED, INCLUDING DIFFERENCES IN COMPUTER HARDWARE, OPERATING SYSTEMS, OPERATING SYSTEM CONFIGURATIONS, OTHER INSTALLED SOFTWARE AND NETWORK ENVIRONMENTS, AND FURTHERMORE THERE ARE MANY DIFFERENT COMBINATIONS AND SEQUENCES OF ACTIONS YOU MAY ATTEMPT USING THE OFFERINGS. YOU ACKNOWLEDGE THAT THE MANY DIFFERENT ENVIRONMENTS AND COMBINATIONS AND SEQUENCES OF ACTIONS ARE BEYOND THE CONTROL OF THE CSI PARTIES, AND THAT THE CSI PARTIES HAVE TESTED THE OFFERINGS IN A LIMITED NUMBER OF ENVIRONMENTS AND WITH A LIMITED NUMBER OF POSSIBLE COMBINATIONS AND SEQUENCES OF ACTIONS. YOU ACKNOWLEDGE THAT IN YOUR ENVIRONMENT, WITH COMBINATIONS AND SEQUENCES OF ACTIONS YOU AND/OR OTHER PERSONS MIGHT ATTEMPT, THE OFFERINGS MAY FAIL RESULTING IN LOSS, HARM OR DAMAGE TO YOU, YOUR PROPERTY, OTHERS AND/OR THEIR PROPERTY, OR SOME ASPECT OF THE OFFERINGS MAY DIRECTLY OR INDIRECTLY CAUSE OR CONTRIBUTE TO UNINTENDED OR UNDESIRED EFFECTS OR SIDE-EFFECTS, RESULTING IN OR CONTRIBUTING TO LOSS, HARM OR DAMAGE TO YOU, YOUR PROPERTY, OTHERS AND/OR THEIR PROPERTY.

18. THE OFFERINGS ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. IF YOUR USE OF THE OFFERINGS CAUSES ANY DAMAGE, WHETHER TO YOU, YOUR COMPUTER, YOUR PROPERTY OR TO ANYONE ELSE OR THEIR PROPERTY, YOU AGREE TO BE RESPONSIBLE FOR THE DAMAGE, INCLUDING THE COST OF ANY REPLACEMENT OR REPAIRS. THE CSI PARTIES DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO (1) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, CORRECTNESS OF OPERATION, ACCURACY OR COMPLETENESS OF RESPONSES, WORKMANLIKE EFFORT, CORRESPONDENCE TO DESCRIPTION, LACK OF VIRUSES, LACK OF NEGLIGENCE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (2) WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE; AND (3) WARRANTIES THAT ACCESS TO OR USE OF THE OFFERINGS WILL BE UNINTERRUPTED OR ERROR-FREE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE OFFERINGS, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.

19. IN NO EVENT SHALL ANY OF THE CSI PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, YOUR USE OF THE OFFERINGS, DELAY OR INABILITY TO USE THE OFFERINGS, OR THE PROVISION, MODIFICATION, TERMINATION OR FAILURE TO PROVIDE ANY SOFTWARE, SERVICE OR SUPPORT, INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, DATA, PROFITS, PRIVACY, CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL LOSS OR INJURY, FOR FAILURE TO MEET ANY DUTY INCLUDING DUTIES OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, EVEN IN THE EVENT OF THE FAULT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF THE CSI PARTIES, AND EVEN IF ANY OF THE CSI PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

20. YOU ACKNOWLEDGE THAT THE OFFERINGS HAVE BEEN PROVIDED TO YOU AT NO CHARGE OR AT A MINIMAL CHARGE. THE LACK OF WARRANTIES AND YOUR ASSUMPTION OF THE ENTIRE RISK ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE CSI PARTIES, AND ARE REFLECTED IN THE MINIMAL CHARGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE OFFERINGS, OR WITH ANY ASPECT OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE OFFERINGS AND REQUEST A REFUND. NOTWITHSTANDING ANY DAMAGES YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED IN THIS AGREEMENT AND ALL DIRECT, INDIRECT OR GENERAL DAMAGES WHATSOEVER), THE ENTIRE LIABILITY OF THE CSI PARTIES SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE OFFERINGS, OR US$100, WHICHEVER IS GREATER. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION PARAGRAPHS 17 THROUGH 20) SHALL BE CONSTRUED AS BROADLY AS POSSIBLE AND SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

General

21. Indemnification. You agree to defend, indemnify, and hold harmless the CSI Parties from all liabilities, claims, and expenses, including attorney’s fees, from any claim or demand made by any third party due to or that may arise out of Your use of the Offerings, the violation of this Agreement by You, or the infringement by You of any intellectual property or other right of any person or entity. CSI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate in asserting any available defenses.

22. Applicable Law. You agree that this Agreement, all claims under this agreement and all claims arising out of or relating to the use or operation of the Offerings are governed by the laws of the State of Delaware, without reference to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

23. Venue. In all disputes arising out of or relating to this Agreement or the use or operation of the Offerings, including requests for injunctive or equitable relief, You hereby irrevocably agree to the exclusive jurisdiction and venue of courts in the State of Delaware in the U.S.A.

24. Arbitration. Any dispute arising out of or relating to this Agreement or the breach thereof shall be finally resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in accordance with the United States Arbitration Act, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration shall be conducted within the State of Delaware, or at such other location as may be agreed to by both parties. There shall be one single arbitrator named in accordance with such rules. Unless both You and CSI otherwise agree in writing, any arbitration shall be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. Notwithstanding this arbitration provision, both You and CSI each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

25. Electronic Notices. You consent to CSI providing You any information or notices regarding the Offerings in electronic form via email or by posting them to its website at https://CredaCash.com/. You agree that electronic notices will be deemed given 24 hours after being sent or posted.

26. Intellectual Property Notices. The Software is Copyright © 2015-2017 Creda Software, Inc. CredaCash is a trademark of Creda Software, Inc. CSI and/or its suppliers may also have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Offerings. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. CSI and its suppliers do not grant You license to use these patents, trademarks, copyrights, or other intellectual property except as expressly provided for in this Agreement. Any rights not expressly granted herein are reserved.

27. Submissions. CSI welcomes contributions and feedback. By making a Submission in any form, including without limitation posting, uploading, inputting, sending or disclosing any information, ideas, concepts, techniques, demos, samples, creative works, feedback, data, questions, comments, reviews, critiques, criticisms or suggestions to CSI, its suppliers, service providers or the general public, You agree to grant to CSI, its suppliers and affiliated companies a non-exclusive, perpetual and irrevocable license to use Your Submissions, including without limitation, the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat Your Submission, to develop, manufacture, and market products incorporating Your Submission, and to sublicense such rights to any supplier or service provider. You agree that any Submission is provided solely for the benefit of CSI and users of its Offerings, and You will not expect, seek or receive any compensation for Your Submission.

28. Entire Agreement. This Agreement is the entire agreement between You and CSI relating to the Offerings and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Offerings or any other subject matter covered by this Agreement. To the extent any other representation conflicts with the terms of this Agreement, the terms of this Agreement shall control. This Agreement may be amended, modified or supplemented only in writing.

29. Severability. If any part of this Agreement is held void, invalid, unenforceable or illegal, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

30. U.S. Government Restricted Rights. If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government’s rights in Software and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).

31. Assignments. You agree that this Agreement and the rights under this agreement and all incorporated agreements may be assigned by CSI, in its sole discretion, to a third party at any time.

32. Waiver. CSI’s failure to act with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach by either party.

33. Termination. You may terminate this Agreement at any time by notice in writing. Your license to download, copy and use the Software and Patents and to access and use the Offerings shall automatically terminate without notice upon termination of this Agreement or if You fail to comply with the terms of this Agreement. Upon any termination of this Agreement or of Your license, You must cease to use any Patents, and must cease to use and uninstall all copies of the Software.

34. Survival. Paragraphs 10 through 36 shall survive any termination or expiration of this Agreement.

35. Headings. Headings and paragraph numbers are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

36. Reservation of Rights. All rights not expressly granted in this Agreement are reserved.