Software License Agreement

Effective Date: April 18, 2024

BY USING THE SOFTWARE OR INSTALLING AN UPDATE, AS APPLICABLE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE OR INSTALL ANY UPDATE.

This Safsira API License Agreement (the “Agreement”) describes your rights and responsibilities when accessing our publicly available application programming interfaces (the “APIs”), related API documentation, and Safsira platform (collectively, the “Software”) that are designed to permit you (the “Licensee”) to receive data and content (“Content”) from Company’s proprietary database so that Licensee can create an application or service or enhance an existing application or service (Licensee’s “Application”).

1. License Grant. Subject to full compliance with the terms of this Agreement, Safsira, LLC. (“we,” “us” “our” or “Company”) hereby grants you a limited, personal, non-sublicensable, non-transferable, nonexclusive license (a) to use the Software to develop, test, and support the Application; (b) to distribute or allow access to Licensee’s integration of the Software within the Application to end users of the Application; and (c) to display the Content received from the Software within the Application. Licensee has no right to distribute or allow access to the stand-alone Software.

2. Restrictions; Ownership. You shall not (and shall not authorize or encourage any third party to), directly or indirectly: (i) rent, lease, loan, sell, sublicense, assign, or otherwise transfer any rights in or to the Software; (ii) clone the APIs, or use the Software to build an application programming interface, application or product that is competitive with any Company product or service; (iii) remove any proprietary notices from the Software (or any portion thereof); (v) decompile, reverse engineer, disassemble, or derive the source code, underlying ideas, concepts or algorithms of the Software (except as and only to the extent the foregoing restrictions are expressly prohibited by applicable statutory law); or (vi) modify or create derivative works of the Software. Company shall own all right, title, and interest (and all related moral rights and intellectual property rights) in and to the Software, including any copies and derivative works thereof. No rights or licenses are granted except as expressly and unambiguously set forth herein.

3. Confidentiality. You agree not to disclose (or allow access to) the Software (or any information derived therefrom) to any third party and will limit access to the Software (and any derived information) to your employees who are developing the Application. In support of this obligation, you will apply at least the same security that you use to protect your own most confidential information.

4. API Updates. If Company provides you with any upgrades, patches, enhancements, or fixes for the APIs, then all items that are so provided will become part of the APIs, respectively, and subject to this Agreement. Notwithstanding the foregoing, Company shall have no obligation under this Agreement to provide any such upgrades, patches, enhancements, fixes or any other support for the APIs.

5. Company Trademarks. Subject to Company’s express prior written consent, Applications may be branded with Company specified trademarks in accordance with Company’s trademark usage guidelines; provided that Company will have the right to perform quality assurance inspections of each Application and to withhold and/or suspend rights to use such trademarks if the quality is not satisfactory to Company in its sole discretion.

6. Compatibility. Each Application must maintain 100% compatibility with the APIs (including changes provided to you by Company, which shall be implemented in each Application promptly thereafter). If any Application uses or implements an outdated version of the Software, you acknowledge and agree that such Application may not be able to function properly. You agree not to modify, extend, subset or superset the Software to any extent. You understand that we may cease support of old versions or releases of the Software.

7. Feedback. If you send us any feedback or suggestions regarding the Software or documentation, we may use it, and you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you.

8. WARRANTY DISCLAIMER. COMPANY PROVIDES THE SOFTWARE “AS IS” AND AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

9. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL COMPANY OR ITS LICENSORS, SUPPLIERS, AFFILIATES, OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR PERSONAL INJURY, LOST PROFITS, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY YOU TO COMPANY FOR THE SOFTWARE DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO YOUR CLAIM FOR DAMAGES. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion or limitation of liability for personal injury, or of incidental or consequential damages, so part or all of this limitation may not apply to you.

10. Termination; Miscellaneous. You may terminate this Agreement by discontinuing use of our Software. We may terminate this Agreement with or without cause, and without notice to you. Upon termination of this Agreement, all rights and licenses granted to you will terminate immediately. You understand that any APIs or documentation that are not made generally available but that are otherwise made available to you are the confidential information of Safsira. Upon termination of the Agreement, you will promptly destroy copies of any documentation and any other Safsira information in your possession or control that was received under this Agreement. The failure of Company to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Company’s rights with respect to such breach or any subsequent breaches. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Los Angeles, California; Licensee hereby agrees to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.