AppOnboard Free Trial App Demo Licensing Agreement

This App Demo Licensing Agreement (the “Agreement”) is entered into between AppOnboard, Inc., a Delaware corporation with offices located at 11620 Wilshire Blvd, Suite 370, Los Angeles, California 90025 (“AppOnboard”) and ____________________________, a ________________corporation with offices located at ______________________________________________________________________ (“Company”) effective as of ________________________ (“Effective Date”).

WHEREAS, AppOnboard and Company (each, a “Party” and collectively, the “Parties”) wish to work together to enable AppOnboard app demos for use and display in the Google Play Store as a Google Play Instant App and/or as a Universal App Campaign (“UAC”) with Google AdWords; and

WHEREAS, the Parties wish to launch the service on a trial basis such that performance data can be generated and evaluated to determine appropriate terms for an extended commercial relationship, (collectively, the “Purpose”).

NOW THEREFORE, the Parties hereby agree to the following terms and conditions: 1. License Grants.

1.1. Playable Demo Ads

1.1.1.During the Term, AppOnboard hereby grants Company a worldwide, non-exclusive, non- transferable, non-sublicenseable, revocable, limited, royalty-free license to access, publicly perform and display playable app demos as advertisements (the “Playable Demo Ads”) in the Google Play Store as a Google Play Instant App or as a UAC with AdWords, solely in support of the Purpose.

1.2. Performance Data

1.2.1.Company will provide AppOnboard with access to performance data related to the performance of the Playable Demo Ads displayed within the Google Play Store as a Google Play Instant App or UAC with AdWords. Company’s reporting obligations may be satisfied by providing legible and complete screenshots from the Google Play developer console, AdWords dashboard, or via similar reporting API(s) and/or dashboards.

1.2.2.Each Party hereby grants the other Party a non-exclusive, worldwide, perpetual, royalty- free license to access, collect, maintain, display, and otherwise use the Playable Demo Ad engagement data and resulting app install data provided hereunder (collectively, the “Performance Data”) for the following purposes: in order to provide reporting, for internal operations, and for systems and performance optimization purposes.

2. Responsibilities.

2.1 AppOnboard

2.1.1 Ad creatives. AppOnboard shall use commercially reasonable efforts to prepare and display Playable Demo Ads (as necessary) for all supported ad campaigns. If Company desires AppOnboard to create new Playable Demo Ads or to further revise and/or develop existing Playable Demo Ads, the Parties will discuss in good faith the terms and conditions of such additional work and licensing.

2.2 Company

2.2.1 Ad inventory. Company shall provide direct Google Play Instant Apps inventory to enable and display the AppOnboard Playable Demo Ad and/or UAC with AdWords for Company’s Android apps.

2.2.2 Co-marketing. Company agrees to provide approvals and support as requested by AppOnboard for use of Company and product names with selected results in case studies, blog posts, speaking engagements, white papers or other similar marketing activities related to activities performed under this agreement.

2.3 Ownership of Intellectual Property. The Parties acknowledge and agree that as between AppOnboard and Company, AppOnboard is the sole and exclusive owner of the Playable Demo Ads and all associated Intellectual Property Rights (as defined below). AppOnboard agrees that Company shall not, and shall not allow any other party to: (i) have, acquire or claim any right, title or interest in or to Playable Demo Ads or any associated Intellectual Property Rights; (ii) modify or create any derivative works from the Playable Demo Ads and underlying source code (and, without limiting AppOnboard’s other rights and remedies, any such modifications or derivative works shall be owned by Company); (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to Playable Demo Ads; (iv) use or make the Playable Demo Ads available to any third-party, except in compliance with the terms of this Agreement; (v) develop or distribute any Playable Demo Ad units by any third party that contain the combination of the chosen layout/canvas/scene, the selected app genre/mechanics, the leveling/sequencing and/or the call-to-action applied to the Playable Demo Ads made available to the AppOnboard hereunder; or (vi) challenge Company’s ownership of or seek to register any rights in or to the Playable Demo Ads or any associated Intellectual Property Rights.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

3. Pricing.

3.1 During the 30-day period (“Trial Period”) following the day Company publishes the first Playable Demo Ad to the Google Play Store as an Instant App or the first UAC with AdWords, there shall be no fee for the display of Playable Demo Ads. Thereafter, Company shall pay AppOnboard monthly based on the following fee schedule:

UAC with AdWords

Each Playable Demo Ad is limited to a maximum of 100,000 impressions with UAC with AdWords during the Trial Period. Any further use beyond 100,000 impressions for each Playable Demo Ad during or following the Trial Period is prohibited until Company and AppOnboard can amend this agreement with agreed upon pricing.

3.2 Company shall make payments to AppOnboard within 30 days of the end of each calendar month in which Playable Demo Ads are displayed. Each payment will be accompanied by a report (e.g. Google Play developer console screenshot, AdWords dashboard) showing in reasonable detail the basis upon which payment is made, including the number of impressions from the Google Play developer console and/or AdWords dashboard and such other information as the Parties may agree.

3.3 During the Term, Company shall maintain complete and accurate books and records regarding the Playable Demo Ad revenue and payment amounts hereunder and, at AppOnboard’s request, Company shall provide AppOnboard with copies of such books and records for the purpose of verifying compliance with this Section 3.

4. Reporting.

5.1 During the initial 30-day period following the first-day Company first publishes a Playable Demo Ad to the Google Play Store as an Instant App or first UAC with AdWords, AppOnboard and Company agree to work together to compare Google Play console reporting and AppOnboard internal reporting and reconcile any irregularities. Following the 30-day initial period, Company shall provide monthly reports (screenshots, .csv, .xlsx files or similar) from Google Play console showing total impressions of Instant App to AppOnboard and/or UAC impressions with AdWords and AppOnboard shall base monthly invoices on these numbers.

5. Term and Termination.

5.1 The term of this Agreement commences on the Effective Date and continues in effect for 12 months (the “Term”).

5.2 Either party may terminate this Agreement for any reason or no reason upon 30 days’ prior written notice.

5.3 Upon any termination of this Agreement, (a) the licenses granted hereunder (except with respect to Performance Data pursuant to Section 1.2.2) will immediately terminate, and (b) the Company shall cease any and all use of the Playable Demo Ads on Google Play Instant Apps or with UAC on AdWords and any ancillary AppOnboard technology, and tools.

6. Confidentiality.

6.1 Confidential Information; Nondisclosure. The Parties agree that in connection with the Purpose

and this Agreement, they may provide each other with certain confidential and/or proprietary information, documentation and material relating to themselves and/or to their respective affiliates and business partners, which information shall either be clearly and prominently labeled as “Confidential” or would be determined by a reasonable person to be the confidential or proprietary business information of the party disclosing such information (“Disclosing Party”) or its affiliates or business partners (collectively, the “Confidential Information”); provided, however, that notwithstanding the foregoing, each Party’s Confidential Information shall include all information and material related to such Party’s respective business, products (including without limitation the Playable Demo Ads), services, employees, business partners, subsidiaries and affiliates. The Party receiving the other Party’s Confidential Information (“Recipient”) shall maintain the Confidential

Information in confidence in a manner no less secure than the manner in which it maintains its own confidential information of like nature but in no case using less than a reasonable standard of care. Notwithstanding the foregoing, Recipient may disclose Confidential Information to those of its officers, directors, subsidiaries, employees, agents or professional advisors (collectively, “Representatives”) who have a need to know and who have agreed in writing (or are otherwise legally bound) to maintain the confidentiality thereof in a manner no less protective than the manner described in this Agreement. Recipient shall be responsible for any breach hereof by any of its Representatives as if committed by recipient itself. The terms of this Agreement shall be deemed the Confidential Information of both Parties, and each Party shall comply with the foregoing with respect to the terms hereof.

6.2 Exclusions. The term “Confidential Information” shall not include information that: (i) is or has become publicly available without restriction through no fault of the Recipient; (ii) is or has been received by the Recipient without restriction from a third party lawfully in possession of such information; (iii) is independently developed by the Recipient without reference to the Disclosing Party’s Confidential Information; (iv) for which the Disclosing Party has given the Recipient written authorization to disclose to a third party; or (v) is required to be disclosed by law or legal process, provided, however, that the Recipient provides the Disclosing Party, to the extent it may legally do so, with reasonable prior written notice before any such required disclosure.

6.3 Remedies. Each Party hereto agrees that the other Party may be irreparably injured by a breach of this Section 6 (“Confidentiality”) and that the injured Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of breach of any provisions hereof and shall be entitled to recover its attorneys’ fees and costs. Any such equitable remedy shall be in addition to all other remedies available at law or in equity.

7. Indemnification.

7.1 App Indemnity. Each Party shall indemnify, defend and hold harmless the other Party and its Representatives from and against any and all third-party claims, liabilities, damages, expenses, fines, penalties or costs of whatsoever nature, (including reasonable attorneys’ fees and expenses) to the extent arising out of or related to a breach by it of any of its obligations under this Agreement or its gross negligence or willful misconduct.

7.2 Indemnity Procedures: The party seeking indemnification (the “Indemnified Party”) shall (a) notify the party indemnifying such claim (the “Indemnifying Party”) promptly, in writing, of the action, provided that any delay or failure of the Indemnified Party to give prompt notice of any such claim shall not affect the rights of the Indemnified Party hereunder unless, and only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects the Indemnifying Party; (b) provide the Indemnifying Party with all reasonable information and assistance to settle and/or defend the action (at the Indemnifying Party’s expense); and (c) grant the Indemnifying Party sole authority and control of the defense or settlement of the action, provided that no compromise or settlement of any claim admitting liability of or imposing duties of performance or that is in any way prejudicial to the Indemnified Party may be effected without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld; and (d) the Indemnified Party shall have the right to participate in but not to control the defense and/or settlement of any claim covered by this Section 7 with counsel of its own choosing at its own expense.

8. Disclaimer. EACH PARTY’S RESPECTIVE PRODUCTS AND PERFORMANCE DATA, INCLUDING WITH RESPECT TO THE PLAYABLE DEMO ADS, ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE” AND NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WITHOUT ANY WARRANTY THAT USE WILL BE FREE OF DEFECTS, ERRORS, VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS, OR THAT OPERATION THEREOF WILL BE UNINTERRUPTED OR SECURE, OR THAT ANY RESULTS DERIVED FROM THE USE THEREOF WILL BE ACCURATE, COMPLETE OR RELIABLE.

9. Limitation of Liability. EXCEPT IN THE EVENT OF A BREACH OF SECTION 6 (CONFIDENTIALITY) ABOVE OR A CLAIM REQUIRED TO BE INDEMNIFIED UNDER SECTION 7 (INDEMNITY) ABOVE, NEITHER PARTY NOR ITS REPRESENTATIVES WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER IT ARISES AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. EXCEPT IN THE EVENT OF A BREACH OF SECTION 6 ABOVE (CONFIDENTIALITY), SECTION 2.3 ABOVE (OWNERSHIP OF INTELLECTUAL PROPERTY), SECTION 3 ABOVE (PRICING) OR A CLAIM REQUIRED TO BE INDEMNIFIED UNDER SECTION 7 ABOVE (INDEMNITY), NEITHER PARTY’S NOR ITS REPRESENTATIVES’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL EXCEED TEN THOUSAND DOLLARS (US$10,000).

10. General.

10.1 Governing Law; Venue. This Agreement shall be governed by the laws of the State of

California, excluding its conflict of laws principles. Any claim under this Agreement shall be prosecuted exclusively in a court of competent jurisdiction within Los Angeles County, California, and each Party consents to the jurisdiction of any such court.

10.2 Assignment. Neither Party may assign or transfer, by operation of law or otherwise, any of its rights under this Agreement, to any third party without Licensor’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any attempted assignment or transfer in violation of the foregoing will be null and void.

10.3 Severability; Waiver. In the event that any provision of this Agreement is unenforceable or invalid under any applicable law or be so held by an applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other subsequent default or breach of this Agreement.

10.4 Independent Contractors. Nothing contained herein shall be construed as creating any partnership, agency or other form of joint enterprise between the Parties.

10.5 Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of interruptions in the electrical supply, failure of the Internet, terrorism, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the reasonable control of such Party, or any provision of any present or future law or regulation of the US, or any applicable law that applies to the subject matter of this Agreement.

10.6 Compliance with Laws. The Parties agree to comply with all laws, rules and regulations, including, but not limited to, export compliance regulations, applicable to their respective performance under this Agreement.

10.7 Notices. All notices under the terms of this Agreement shall be given in writing and sent by

recognized overnight courier service, prepaid registered U.S. mail, return receipt requested, or delivered by hand to the address provided by the Parties as first set forth above to the attention of the Parties’ respective Legal Departments. All notices are deemed to have been received when they are hand-delivered, or five business days after the date of mailing by U.S. mail, or one business day after the date of dispatch by overnight courier service.

10.8 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements between the Parties regarding the subject matter hereof.

10.9 Survival. The terms of Sections 2.3, and 6-10 shall survive the expiration or termination of this Agreement for any reason.

10.10 Headers; Counterparts. Headers used in this Agreement are for convenience only and are not intended, nor shall they be used as, an aid in interpretation. This Agreement may be executed in counterparts and exchanged electronically, each of which will be deemed an original, but all of which together will constitute one and the same instrument.