This Software License Agreement (this “Agreement”) is between codeBOX, LLC, an Arizona limited liability company (“Licensor”) and the party purchasing the license (“Licensee”). Licensor and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.” If you are entering into this Agreement on behalf of a party other than yourself (e.g., a corporation, partnership or limited liability company), you represent and warrant that you have the authority to bind such party. The Parties agree as follows:

1. Definitions.

(a) “Authorized User” means an employee of Licensee who Licensee permits to access and use the Software and/or Documentation pursuant to Licensee’s license hereunder.

(b) “Documentation” means any user manuals or guides relating to the Software that Licensor provides to Licensee either electronically or in hard copy form.

(c) “Software” means the particular software application(s) licensed by Licensee from Licensor, which may include the LifterLMS core plugin, LifterLMS plugins add-on plugins and LifterLMS themes, and any Updates provided to Licensee pursuant to this Agreement.

(d) “Third-Party Products” means any third-party products provided with or incorporated into the Software, including any open source software.

(e) “Updates” means any updates, bug fixes, patches, or other error corrections to the Software that Licensor makes generally available free of charge to all licensees of the Software.

2. License.

(a) License Grant. Subject to and conditioned on Licensee’s payment of fees and compliance with the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-sublicensable, and non-transferable license during the term of this Agreement to: (i) use the Software solely for Licensee’s internal business purposes; and (ii) use and make a reasonable number of copies of the Documentation solely for Licensee’s internal business purposes in connection with Licensee’s use of the Software.

(b) Use Restrictions. Licensee shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or the Documentation; (v) use the Software in any manner or for any purpose that infringes, misappropriates, or violates any intellectual property right or other right of any person, or that violates any applicable law; or (vi) use the Software as part of a competitive service or product.

(c) Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise any intellectual property rights or other right, title, or interest in or to the Software.

3. Licensee Responsibilities. Licensee is responsible and liable for all uses of the Software and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall take reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Software, and shall cause Authorized Users to comply with such provisions.

4. Fees and Payment.

(a) Fees. Unless otherwise agreed in writing by Licensor: (i) Licensee shall pay the annual license fee in advance for each annual license term, without offset or deduction; and (ii) Licensee shall make all payments hereunder via credit card in US dollars on or before the agreed date(s). The annual license fee will be automatically charged to Licensee’s credit card upon renewal. All sales are final and all fees earned immediately upon payment.

(b) Late Payment. If Licensee fails to make any payment when due or a card is declined, in addition to all other remedies that may be available, Licensor may prohibit access to the Software until all past due amounts have been paid, without incurring any obligation or liability to Licensee or any other person by reason of such prohibition of access.

(c) Taxes. All fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Licensor’s income.

5. Intellectual Property Ownership; Feedback.

(a) Ownership. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation and, with respect to Third-Party Products, the applicable third-party licensors own all right, title and interest, including all intellectual property rights, in and to the Third-Party Products.

(b) Feedback. If Licensee or any of its employees or contractors sends or transmits any communications or materials to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Licensor is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Licensee hereby assigns to Licensor on Licensee’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.

6. Disclaimer. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND WITHOUT WARRANTY. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

7. Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor’s option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee’s, or any Authorized User’s: (i) negligence or willful misconduct; or (ii) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to Licensee, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

8. LIMITATIONS OF LIABILITY. LICENSOR’S MAXIMUM LIABILITY IN ANY ACTION RELATING TO THE SUBJECT OF THIS AGREEMENT IS LIMITED TO THE FEES PAID BY LICENSEE IN THE TWELVE MONTHS PRECEDING THE ACTION. NEITHER PARTY IS LIABLE FOR ANY CLAIM FOR LOST PROFITS OR SIMILAR DAMAGES, EVEN IF FORESEEABLE AND REGARDLESS OF THE FORM OF ACTION. THESE LIMITATIONS ARE SUBJECT TO APPLICABLE LAW.

9. Term and Termination.

(a) Term. The term of this Agreement begins on the Effective Date and has an initial term of one year and will be automatically renewed for successive one-year terms, unless one party provides written notice of non-renewal to the other at least 30 days prior to expiration of the current term. This Agreement may be terminated pursuant to this Section 9.

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) either Party may terminate this Agreement for its convenience on 30 days written notice;

(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 15 days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate, and Licensee shall cease using and delete, destroy, or return all copies of the Software and Documentation and certify in writing to the Licensor that the Software and Documentation has been deleted or destroyed. No expiration or termination will affect Licensee’s obligation to pay all fees that may have become due before such expiration or termination. If Licensor terminates this Agreement for its convenience, it will issue a prorated refund for any prepaid period. No refunds will be issued in any other circumstance.

(d) Survival. This Section 9 and Sections 1, 5, 6, 7, 8 and 10 survive any termination or expiration of this Agreement. No other provisions of survive.

10. Miscellaneous.

(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Notices are effective upon receipt by the receiving Party. Notices to Licensee will be sent to the address or email address on file with Licensor. Notices to Licensor should be sent to 515 E Grant Street, #150, Phoenix, AZ 85004 or to team@lifterlms.com.

(c) Amendment. Licensor may prospectively amend this Agreement on 30-days written notice to Licensee. Unless Licensee (i) notifies Licensor prior to expiration of such 30-day period that Licensee does not accept such amendment and (ii) ceases use of and deletes and destroys all copies of the Software and Documentation, then Licensee shall be bound to the amended Agreement. If Licensee provides notice and ceases use in accordance with this provision, Licensee shall be entitled to receive a prorated refund of fees for any the remaining portion of any prepaid period.

(d) Waiver. No waiver of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Arizona in each case located in the County of Los Angeles, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g) Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

(h) Consent to the Use of Data. Licensee consents to Licensor’s use of information provided by Licensee in connection with Licensee’s use of the Software and any support or consulting services rendered by Licensor. Licensor may use this information to improve the Software and its other products and services, but will not disclose this information in a form that identifies Licensee.

(i) Audit. Licensor or a third-party auditor, may, upon its reasonable request and at its expense, audit Licensee’s use of the Software by electronic means and/or through an in-person visit to Licensee’s place of business. Any in-person audit will be conducted during regular business hours and will not unreasonably interfere with Licensee’s operations. If an audit reveals that Licensee is using the Software in a way that is a breach of this Agreement, then Licensee shall pay Licensor’s audit costs and an additional amount attributable to any unauthorized use.

(j) Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

(k) Government End Users. If the Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Software is deemed to be “commercial software,” as that term is used in the Federal Acquisition Regulations. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for “restricted computer software.” All other terms and conditions of this Agreement apply.

(l) Execution; Counterparts. Upon Licensee’s electronic acceptance of this Agreement, both Licensee and Licensor shall be deemed to have executed it and agreed to its terms.