End User License

End-User Limited License

This End-User Limited License (this “License”) by SEMPRE, Inc., a Delaware corporation with an office at 5825 Mark Dabling Blvd Suite 160 Colorado Springs, CO 80919 U.S.A. (“SEMPRE”) is granted to the user of SEMPRE Product(s) (“you” or “Licensee”) and is effective for as long as you use or possess any SEMPRE Product(s).

Background

SEMPRE has developed the SEMPRE Product(s) (as defined below) and hereby grants to Licensee a license to use the SEMPRE Product(s) on the condition that Licensee fully complies with the obligations contained herein. Licensee’s use or possession of any SEMPRE Product(s) constitutes Licensee’s full agreement and covenant to comply with the terms of this License. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU SHALL NOT USE OR POSSESS ANY SEMPRE PRODUCT.

NOW THEREFORE, SEMPRE and Licensee each agree as follows:

Definitions

• “Business Day” means a period of time between and including Monday through Friday, excluding holidays.
• “Confidential Information” shall mean proprietary information of a party in any written, graphic, oral, machine readable form or any other form, including without limitation technical data, know-how, including but not limited to, that which relates to past, present and future research, product plans, products (including SEMPRE Product(s) and any unannounced products or services of SEMPRE ), Documentation or any part thereof, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which information is reasonably apparent from the nature of the information to constitute confidential or proprietary information of a party, or is designated in writing to be confidential or proprietary. Confidential Information does not include information which: (i) is in the possession of the party receiving the Confidential Information (the “Receiving Party”) at the time of disclosure as shown by the Receiving Party’s files and records immediately prior to the time of disclosure by the party disclosing such Confidential Information (the “Disclosing Party”); (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature other than as a result of any improper inaction or action of the Receiving Party; (iii) is approved by the Disclosing Party in writing, for release; or (iv) is required to be disclosed by applicable law or proper legal, governmental or other competent authority, and then only to the extent required, provided that the Disclosing Party, as applicable, shall be notified sufficiently in advance of such requirement so that it may seek a protective order (or equivalent) with respect to such disclosure, with which the Receiving Party shall fully comply. For avoidance of doubt, it is hereby clarified that the Confidential Information shall not be deemed to have been known by the Receiving Party or to be part of public domain merely because it or portions thereof is expressed in publications or patents in general terms not specifically pertaining to the subject matter of the Confidential Information.
• “Documentation” shall mean all documentation and material pertaining to the SEMPRE Product(s) provided by SEMPRE to Licensee pursuant to this License, including without limitation, operating instructions, input information, or format specifications, instructional documentation and guides, training manuals, and any other documentation that may be provided by SEMPRE to Licensee.
• “End-User” shall mean any authorized licensee of SEMPRE Product(s) (as defined below) using such SEMPRE Product(s) and Third-Party Software (as defined below) solely for End-User’s own internal business operations and not for resale or other form of distribution.
• “License Fees” shall mean the License fees for the SEMPRE Product(s) licensed to Licensee pursuant to this License, as amended from time to time, including without limitation fees for maintenance and support of the SEMPRE Product(s).
• “Options” shall mean any revision or modification to, or variant form of, the SEMPRE Product that generally is separately priced apart from a basic SEMPRE Product core product and/or involves an added function to the SEMPRE Product. Once delivered to Licensee, Options shall be part of SEMPRE Product(s), as defined below, for all purposes of this License excepting for Licensee’s separate payment obligations as to such Options.
• “Software” shall mean any computer program, software module or package, or any part thereof in binary code form only, including any updates, error corrections and bug fixes thereto.
• “Third-Party Software” shall mean any software or portion thereof, licensed to SEMPRE by a third party and included in the applicable SEMPRE Product, together with all Options in the Third-Party Software after delivery.
• “SEMPRE Product(s)” shall mean any Software or hardware provided by or owned by SEMPRE.
• The term “purchase of ” or “sale of” (“to sell” or “to purchase”) SEMPRE Product(s) shall mean the acquiring or granting, respectively, of a license to use such SEMPRE Product(s), pursuant to the terms and conditions of this License.

License

• Subject to Licensee fully complying with all of Licensee’s obligations under this License and the Terms and Conditions located at sempre.ai/docs/terms-and-conditions.pdf as amended from time to time (the “Terms and Conditions”), which Terms and Conditions are hereby incorporated by reference into the terms of this License, including without limitation the restrictions set forth in Section 3 below, SEMPRE grants to Licensee a personal, revocable, non-exclusive, non-transferable, non-sub-licensable, restricted limited license to (i) use and access the SEMPRE Product(s) as an End-User; and (ii) use the Software and Documentation solely for End-User’s operation and maintenance of licensed SEMPRE Product(s) in accordance with SEMPRE Product(s) specifications.
• Software Updates: During the Term (defined below), Licensee shall be entitled to receive and install any Software updates or upgrades released by SEMPRE for fully paid SEMPRE Products, free of charge.

Restrictions

• Licensee shall not transfer, lease, rent, sublicense, resell or otherwise distribute the SEMPRE Products, the Third-Party Software or any portion thereof.
• Licensee shall not copy, modify, reverse engineer, decompile any Software or hardware SEMPRE Product, the Third-Party Software or the Documentation or separate the components of the SEMPRE Product(s), or any part thereof or otherwise attempt to derive or obtain the source code of SEMPRE Product(s) or any part thereof.
• Licensee shall not modify, improve or make derivative works incorporating SEMPRE Product(s), the Documentation, or any part thereof, and shall not make any use of the SEMPRE Product(s) except as authorized under Section 2 above.
• Neither Licensee nor its personnel having had access to the SEMPRE Product(s), the Documentation, SEMPRE Confidential Information, the Third-Party Software or third-party hardware or any part thereof may use it to design software, hardware, components and/or products with similar functionality.
• Licensee shall not remove or obscure any copyright, patent, trademark, restricted rights, confidentiality or similar notice affixed to or displayed with any SEMPRE Product.
• Licensee shall not knowingly violate the security of, including by using any device, SEMPRE Product, Third-Party Software, or routine that interferes with the proper functioning of, any system, platform, Software, database, or technology of SEMPRE or any third party.
• Licensee acknowledges that the SEMPRE Products are subject to the U.S. Export Administration Regulations and other export laws and regulations, and Licensee will comply with all applicable export and import control laws and regulations of the United States and the foreign jurisdiction in which any SEMPRE Product is used and, in particular, Licensee will not export or re-export any SEMPRE Product without all required United States and foreign government licenses.

Title

Ownership. All title, rights and interest in and to the SEMPRE Products, the Documentation, SEMPRE’s Confidential Information, and any part thereof, including without limitation all of the patents, trademarks, trade names, trade logos, copyrights, inventions, technology, design, schemes, know how, trade secrets and any other intellectual property rights pertaining to the SEMPRE Products, the Documentation, the SEMPRE Confidential Information, or any part thereof, shall be owned exclusively by SEMPRE. Licensee shall keep the SEMPRE Products free and clear of all claims, liens and encumbrances. Ownership of the Third-Party Software and related Confidential Information and Documentation shall remain with the respective proprietors of the Third-Party Software.

Support and Maintenance and Training

Support and Maintenance. Support and maintenance shall be provided to Licensee in accordance with the Terms & Conditions.

Confidential Information

• Nondisclosure and Non Use of Confidential Information. The Receiving Party agrees not to use any Confidential Information of the Disclosing Party except for the purposes of exercising the Receiving Party’s rights and obligations granted pursuant to this License. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party will not disclose any Confidential Information, other than to its employees and representatives who are required to have the information in order to exercise the rights and obligations granted under this License. The Receiving Party shall be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by its employees and consultants, and the Receiving Party represents that it has instituted policies and procedures which provide such protection for the Confidential Information. Without limiting the generality of the foregoing, the Receiving Party shall restrict access to those of its employees and consultants who are bound, either by the terms of their employment agreement or by separate written agreements, to maintain the Confidential Information in confidence and refrain from using the same for their own benefit. The Receiving Party shall bear full responsibility for any harm caused to the Disclosing Party by disclosure by said employees or consultants. The Receiving Party shall use the same degree of care, but no less than a reasonable degree of care that the Receiving Party utilizes to protect its own Confidential Information. The Receiving Party agrees to promptly notify the Disclosing Party in writing of any data breach, misuse or misappropriation of Confidential Information. The forgoing commitments of the Receiving Party shall survive any termination of this License, and shall continue for a period which is five (5) years after the date of termination of this License.
• Remedies. The Receiving Party agrees that its obligations provided in this Section 6 are necessary and reasonable in order to protect the Disclosing Party and its business, acknowledges that monetary damages would be inadequate to compensate the Disclosing Party for any breach by the Receiving Party of the obligations set forth in this Section 6, and consents to the Disclosing Party seeking injunctive relief against the threatened breach of this License or the continuation of any such breach by Licensee, without the necessity of proving actual damages.

Term and Termination

• Term. This License shall commence on the earliest date of Licensee’s use or possession of any SEMPRE Product and shall continue in full force and effect unless terminated by SEMPRE upon 10 days’ written notice to you or otherwise in accordance with the provisions of this Section 7 (the “Term”). If terminated by SEMPRE without cause, SEMPRE shall return to the Purchaser all fees paid to SEMPRE for services beyond the effective termination date.
• Termination for Insolvency. This License will automatically terminate immediately prior to (i) Licensee becoming insolvent, (ii) upon institution by Licensee of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debt, (iii) upon the institution of such proceedings against Licensee, which are not dismissed or otherwise resolved in Licensee’s favor within sixty (60) days thereafter, or (iv) upon Licensee making a general assignment for the benefit of creditors.
• Cessation of License and Rights. This License will automatically terminate and all rights granted to Licensee pursuant to this License shall immediately cease upon Licensee’s breach of any provision of this License, including without limitation failure to timely pay the License Fees in accordance with the payment provisions of the Terms and Conditions. The obligations of Licensee set forth in Sections 3, 6, and 7.4 shall survive the termination of this License.
• Return of SEMPRE Property. Immediately, but in any event not later than ten (10) days after termination of this License, Licensee shall return to SEMPRE, and shall make no further use of, all SEMPRE Product(s), the Third-Party Software, the Documentation, SEMPRE and any third party Confidential Information and any portions thereof and shall certify in writing to SEMPRE that the originals and copies, and any portions thereof, in any form, of the SEMPRE Product(s), the Third-Party Software, the Documentation, the SEMPRE Confidential Information, and any portions thereof in the possession of Licensee have been destroyed or returned to SEMPRE.

Miscellaneous

• Background. The Section headed “Background” attached hereto forms an integral part of this License.
• Interpretation. Any heading contained in this License are for convenience purposes only and shall not be employed in interpreting and the construction of this License. This License will be interpreted and construed in accordance with its terms and conditions and without any construction in favor of or against any party.
• Survival. Sections 3, 4, 6, 7.4, 8.1 through 8.9, and all payment obligations incurred prior to the termination of this License shall survive termination of this License.
• Governing Law. This License shall in all respects be governed and construed according to the laws of the State of Delaware without reference to its principles of conflicts of laws. All disputes arising out of this License shall be subject to the exclusive jurisdiction and venue in the federal and state courts located in Delaware. Licensee hereby consents to the personal and exclusive jurisdiction and venue of these courts. However, prior to resorting to legal and/or equitable remedies, except with respect to a party’s breach of its obligations under Section 3 or Section 6, SEMPRE and Licensee each agree to negotiate in good faith to resolve any dispute promptly, within not to exceed ten (10) Business Days following written notice thereof. Thereafter, either party may resort to its legal and equitable remedies for resolution thereof. Notwithstanding the above, either Party may resort to any available remedy at law or equity to avoid irreparable injury or to maintain the status quo.
• Severability. If any of the provisions of this License, or any portions thereof, are held to be invalid or unenforceable under any applicable statute, regulation, orders or rule of law, the invalid or unenforceable part or provision shall be replaced with a provision which accomplishes, to the fullest extent possible, the original purpose of such part or provision in a valid and enforceable manner, and the balance of this License shall remain in full force and effect.
• Waiver. No term or condition of this License shall be deemed waived, and no breach or omission excused, unless in writing and signed by the party against whom enforcement of such waiver or consent is sought. A waiver of any condition or term of this License in any regard shall not constitute a waiver or consent to any different or subsequent breach or omission, and either party may invoke any remedy available at law or in equity despite such prior waiver or consent.
• Notices. All notices and other communications to SEMPRE shall be in writing to the address below, reference this License, and shall be deemed given when (i) delivered personally; (ii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iii) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt:

SEMPRE, Inc.

5825 Mark Dabling Blvd Suite 160

Colorado Springs, CO 80919

• Force Majeure. Neither party will be responsible for any failure to perform its obligations (other than payment obligations) under this License due to reasons beyond its reasonable control, including without limitation acts of God, war, riots, embargo, fire, explosion, sabotage, flood, default of subcontractors, accident, or interruption or delay in transportation, shortage or failure of supply of raw materials or finished merchandise, labor disputes whatever cause arising, or compliance with any other directions, or request of any authorized governmental officer, department or agency.
• Licensee Acting on its Own Behalf; Non-Assignment. Licensee represents that it is acting on its own behalf, and not as an agent for or on behalf of any third party, in entering into this License. Licensee may not assign its rights or obligations under this License. SEMPRE shall be entitled to assign and transfer any and all of its rights and obligations under this License to third parties, provided that such third party has taken upon itself to carry out and comply with all the provisions of this License.
• Modification. SEMPRE may revise and update this License from time to time in its reasonable discretion with notice to you at the most recent mailing address or email address provided to SEMPRE, or, if no address has been provided to SEMPRE, upon posting to the SEMPRE website. All changes are effective immediately when posted, and apply to all uses of the SEMPRE Product(s) hereafter. Your continued use of any SEMPRE Product following the posting of the revised terms of this License and, if applicable to you in accordance with the first sentence of this section, receipt of notice, means that you accept and agree to the changes. You are otherwise expected to check this page from time to time so you are aware of any changes, as they are binding on you.
• Publicity. SEMPRE may identify Licensee as its customer, in the framework of its promotional activities.