THE ADDRESSABLE LICENSE AGREEMENT (this " Agreement ") governs your access to and use of (i) the CR software-as-a-services platform (the " Platform ") and (ii) the end-product created as a result of Customer's use of the Platform and engagement with CR, including, without limitation, any and all visual designs, visual elements, graphic design, illustrations, photography, typographic treatments, and other content included therein (the " Deliverables " and collectively with the Platform, the " Services ").

By accessing the Services (the date you first access the Services, the " E ffective Date " ): (i) you are indicating that you have read and understand this Agreement, and agree to be legally bound by it on behalf of yourself or the entity you represent; and (ii) you represent and warrant that you have the authority to enter into this Agreement and/or to act on behalf of and bind the entity you represent.

THOUGH YOUR ACCESS AND USE OF THE SERVICES IS GOVERNED BY THE AGREEMENT EFFECTIVE AT THE TIME, CR MAY REVISE AND UPDATE THIS AGREEMENT FROM TIME TO TIME IN ITS SOLE DISCRETION. IF CR MAKES MATERIAL CHANGES TO THIS AGREEMENT, IT WILL NOTIFY YOU BY EMAIL PRIOR TO THE EFFECTIVE DATE OF THE CHANGES, WHICH SUCH DATE WILL BE DEEMED THE EFFECTIVE DATE FOR PURPOSES OF THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR CONTINUED ACCESS OR USE OF THE SERVICES AFTER CR’S MATERIAL CHANGE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE CHANGED TERMS.

As used in this Agreement, " CR " refers to ConversionRobots, Inc., a Delaware corporation and " you ," " your ," or   " Customer " refers to you as an individual or the entity on whose behalf you have entered into this Agreement.

1. LICENSE GRANTS; DELIVERY.  

1. License Grants by CR.  Subject to the terms and conditions of this Agreement, CR hereby grants Customer and its Authorized Users during the Term a nonexclusive, limited license to (i) access and use the Platform and (ii) reproduce, publicly display, and distribute the Deliverables.  For purposes of this Agreement, an “ Authorized User ” means an employee, consultant, contractor, and/or agent of Customer (a) who is authorized by Customer to access and use the Servicesunder the rights granted to Customer pursuant to this Agreement and (b) for whom access to the Services has been purchased hereunder
2. Documentation . All instruction manuals, specifications   and other documents that CR makes available to Customer and that detail the functionality, operation and use of the Platform (" Documentation ") as the Effective Data are available from within the Platform.  Documentation includes any amendments or supplements made available by CR to Customer during the Term and is hereby incorporated into this Agreement.  
3. License Limitations . Except as otherwise expressly set forth in this Agreement, neither Customer nor its Authorized Users may:

(a)        sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Services or make them available to any third party;

(b)        modify or prepare derivative works of the Services;

(c)        create Internet “links” to the Platform or “frame” or “mirror” the Platform;

(d)        except as permitted by applicable law, reverse engineer, decompile, disassemble or otherwise attempt to access or derive the source code of, or trade secrets embodied in, the Platform;

(e)        use the Services to transmit spam or unsolicited messages in violation of applicable laws;

(f)        upload malicious code to, or store malicious code in, the Platform;

(g)        use the Services to violate, or encourage the violation of, any applicable law or to violate the legal rights of third parties; or

(h)        interfere with, disrupt, disable or overburden the Platform.

If CR becomes aware of any improper use of the Services by Customer, CR shall promptly notify Customer and Customer shall use reasonable efforts promptly remedy the improper use.

4. Suspension.   CR may suspend Customer’s or any Authorized User’s access to the Platform if CR needs to carry out emergency maintenance or Customer’s or such Authorized User’s use of the Platform presents a threat to the security or the performance of the Platform.  CR shall notify Customer by email or telephone in advance of any suspension under this Section 1.4, unless advance notice is not feasible given the nature of the issue warranting suspension.  CR shall resume the Services as soon as possible once the threat necessitating suspension has been sufficiently remedied for the Services to resume.
5. License Grant by Customer.   Customer hereby grants CR a perpetual, irrevocable, non-exclusive, non-transferable, worldwide, royalty-free license to use and store any information, data, and/or material that Customer or any Authorized User enters into, or uploads onto, the Platform (" Customer Content ").  Customer will not upload any Customer Content to the Platform that (a) is unlawful, tortious, defamatory, vulgar, obscene, libelous, (b) violates, or encourages any conduct that would violate, any applicable law or regulation, (c) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, or (d) is violent or threatening, or promotes violence or actions that are threatening to any other person.

2. CUSTOMER RESPONSIBILITIES.  

1. Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the related equipment or services (collectively, " Equipment "). Customer shall be responsible for maintaining the security of the Equipment and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2. Customer Content and Approvals. Customer shall, within the timeframes specified by CR, (a) provide the Customer Content necessary for CR’s production of the Deliverables and (b) review, provide feedback on, and approve the Deliverables after initial production thereof. If Customer fails to comply with this Section 2.2, CR may charge a late fee of five percent (5%) of the fees invoiced for the Services during the month during which Customer has failed to comply with this Section 2.2. Customer acknowledges that CR’s performance of the Services (including, without limitation, production of the Deliverables) is expressly conditioned on and subject to Customer’s timely performance of its obligations in this Section 2.2 and that CR is not responsible or liable for any delay in, or failure of, performance caused in whole or in part by Customer’s failure to timely perform its obligations under this Section 2.2
3. Responsibility for Authorized Users. Customer is responsible for all acts and omissions of Authorized Users in connection with their use of the Services, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.

3. FEES AND PAYMENT. CR’s fees for the Services are set forth via the Platform or CR’s website. The fees include fees for the Platform, Deliverables, and Professional Services.  All fees shall be stated and paid in United States dollars and are non-refundable and non-cancelable, regardless of early termination by Customer. CR shall invoice Customer for, and Customer shall pay, taxes that are imposed by a taxing authority on the Services and other purchases, and that are required by law to be collected by CR and paid by Customer, unless Customer provides CR with a valid and applicable tax exemption certificate.  
4. CONFIDENTIALITY

1. Definition.  “Confidential Information”  means any nonpublic information that is disclosed by a party (the “ Disclosing Party ”) to the other party (“ Recipient ”) under this Agreement and that (a) is designated as confidential prior to, or at the time of, disclosure or (b) should reasonably be understood to be confidential given its nature or the circumstances of its disclosure. Without limiting the foregoing, and for purposes of clarity, the Platform and CR Data (as defined below) are each Confidential Information of CR.  
2. Confidentiality Obligations.   Recipient shall treat the Disclosing Party’s Confidential Information with reasonable care, considering the nature of the Confidential Information.  Recipient  shall (a) maintain the Disclosing Party’s Confidential Information in strict confidence, (b) not use the Disclosing Party’s Confidential Information for any purpose other than as permitted hereunder, and (c) not disclose the Disclosing Party’s Confidential Information to any third parties without the Disclosing Party’s consent.  
3. Exceptions .  The obligations in Section 4.2 do not, or no longer, apply to information that (a) is or becomes publicly known or available other than through a breach of confidentiality owed to the Disclosing Party, (b) was rightfully in the possession of Recipient prior to receipt from the Disclosing Party as shown by documentary evidence, (c) is acquired by Recipient on a non-confidential basis from a third party with the right to disclose the information or (d) is independently developed by Recipient without use of the Disclosing Party’s Confidential Information.  
4. Authorized Disclosures. Each party, as a Disclosing Party, hereby authorizes Recipient to disclose the Disclosing Party’s Confidential Information to Recipient’s directors, officers, employees and consultants (each, a “ Representative ”) on the conditions that (a) each Representative has a genuine need to know the specific Confidential Information disclosed for the Services to be performed, (b) each Representative is bound by legal or contractual obligations of confidentiality that include use and nondisclosure restrictions at least as protective of the Disclosing Party’s Confidential Information as those set forth in this Agreement and (c) the Representative only uses the disclosed Confidential Information as necessary for the to perform the Services and for no other purpose.  Recipient shall demonstrate its compliance with these conditions upon request.  Recipient shall be responsible and liable for any breach of this Agreement by its Representatives, which breach shall be considered a breach by Recipient.  
5. Compelled Disclosures . The provisions of Section 4.2 will not restrict Recipient from disclosing Confidential Information to the extent required by any law or compelled by a court or agency of competent jurisdiction on the conditions that (a) to the extent permissible by law, Recipient gives the Disclosing Party reasonable advance notice of the required disclosure in order to enable the Disclosing Party to prevent or limit disclosure, (b) Recipient only discloses that portion of the Confidential Information that, in the opinion of its legal counsel, is required to be disclosed and (c) Recipient exercises all reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed Confidential Information.  
6. Injunctive Relief.   The disclosure or use of Confidential Information in breach of this Section 4 may cause irreparable harm, for which monetary damages may be inadequate or difficult to ascertain.  Therefore, in addition to its other rights and remedies, each party may seek and obtain injunctive relief for the unauthorized use or disclosure of its Confidential Information under this Agreement.  

5. OWNERSHIP RIGHTS.

1. Ownership by CR.   As between the parties, CR retains all right, title and interest in and to the Platform, Deliverables, Documentation, CR Data, and CR Confidential Information, including all (a) works and copyright applications and registrations, (b) trademark and trade name rights and similar rights, (c) trade secret rights and (d) patent and industrial property rights and rights in patent applications, renewals, extensions, combinations, divisions and reissues related thereto (collectively, " Intellectual Property Rights ").  Except for the rights expressly granted by CR in this Agreement, Customer does not acquire any right, title or interest in or to the Platform, Deliverables, Documentation, CR Data, or CR Confidential Information by implication, estoppel or otherwise. All rights not expressly granted to Customer are reserved by CR and its licensors.
2. Ownership by Customer.   As between the parties, Customer owns all right, title and interest, including related Intellectual Property Rights, in and to Customer Content and Customer Confidential Information.  Except for the rights expressly granted by Customer in this Agreement, CR does not acquire any right, title or interest in or to Customer Content and Customer Confidential Information by implication, estoppel or otherwise.  All rights not expressly granted to CR are reserved by Customer and its licensors.  
3. CR Data.   CR may collect, use and aggregate data about Customer’s use of the Services (including, without limitation, data and/or information derived from Customer Content), the characteristics and performance of the Deliverables (including, without limitation, inferences, insights, predictive information, metadata and/or analytics derived from Customer's and third parties' use of the Deliverables and the characteristics and performance of the Deliverables), and other business purposes (collectively, " CR Data ") for the purposes of providing the Services to Customer, improving the Services generally and/or any other business purpose of CR. As between the parties, CR owns all CR Data and all Intellectual Property Rights therein.

6. TERM AND TERMINATION.  

1. Term.   This Agreement will commence on the Effective Date and will continue for one (1) year (the “ Initial Term ”), unless terminated earlier under this Section 6. This Agreement will automatically renew for successive one-year terms (each, a “ Renewal Term ” and, collectively with the Initial Term, the “ Term ”) unless either party terminates this Agreement on thirty (30) days’ notice to the other party prior to the expiration of the then-effective Term.
2. Termination.   Either party may terminate this Agreement upon notice to the other party (a) if the other party breaches a material provision of this Agreement and fails to remedy the breach within 30 days after receipt of a notice specifying the breach or (b) if the other party breaches a material provision of this Agreement and, given the nature of the breach, the breach cannot be remedied within 30 days.  
3. Insolvency.   Each party may terminate this Agreement immediately upon delivery of a written notice to the other party if the other party (a) makes a general assignment for the benefit of its creditors, (b) commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within 60 days or (c) is liquidated or dissolved.
4. No Election of Remedies .  A party’s election to terminate this Agreement shall not be deemed an election of remedies.  All remedies available to a party at law or in equity shall survive the termination of this Agreement.
5. Effect of Termination.  

1. Termination by CR.   If CR terminates this Agreement, CR shall, if applicable,  invoice Customer (i) for any unpaid fees for the remainder of the applicable Term and (ii) for any Professional Services that were performed up to and including the expiration or termination date of the Agreement, that were not yet invoiced.
2. Expiration or Termination.  Upon the expiration or termination of this Agreement for any reason and subject to Section 6.6, all rights and licenses granted to either party under this Agreement will immediately terminate.  

6. Survival.   Upon the expiration or termination of this Agreement, Section 4 (Confidentiality), Section 5 (Ownership Rights), Section 6.5 (Effect of Termination), Section 6.6 (Survival), Section 7 (Representations, Warranties and Covenants), Section 8 (Indemnification), Section 9 (Limitation of Liability) and Section 10 (General Provisions) shall survive the termination of this Agreement indefinitely.  

7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

1. General .  Customer represents and warrants that (a) it has the right to enter into this Agreement ,(b) the individual signing this Agreement on its behalf is authorized to sign this Agreement and legally bind Customer, (c) it will use the Services only in accordance with all applicable laws and regulations, (d) it owns (or has the right to make available) the Customer Content and, (e) to the extent Customer Content includes information that, alone or in combination with other information, can be used to identify an individual person (“ Personal Data ”), Customer is, and will remain, in compliance with all laws applicable to the use, protection, and maintenance of Personal Data, including obtaining consents required to make such Personal Data available to CR.  
2. Disclaimer . THE SERVICES, DOCUMENTATION, PROFESSIONAL SERVICES AND CR CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” AND CR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CR MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, DOCUMENTATION, OR CR CONFIDENTIAL INFORMATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.  

8. INDEMNIFICATION.  

1. Indemnity Obligations .  Customer shall defend CR, its Affiliates and their respective directors and employees (each, a “ CR Party ”), against, or settle, any demand, claim, or suit (an " Action ") to the extent that the Action arises out of, or relates to, CR’s use of the Customer Content, including, without limitation, a claim that (a) Customer Content infringes the copyright or trade secret of the third party claimant or (b) Customer Content infringes the privacy rights of the third party claimant or violates applicable privacy or data protection laws.  Customer shall also pay any damages and expenses, including attorneys’ fees and costs, that are finally awarded against any CR Party in any Action or that are agreed-to in a court-approved settlement of any Action.
2. Procedure .  CR shall (a) provide Customer with prompt written notice of the Action, (b) give Customer sole control of the defense of the Action and (c) give Customer reasonable assistance in defense of the Action, at Customer's expense. The foregoing does not preclude CR from, in its sole discretion, retaining its own counsel at its own expense to assist with the defense of the Action. Customer may not settle any Action without CR's prior written consent.  

9. LIMITATION OF LIABILITY.   IN NO EVENT SHALL CR BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF CR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF CR TO CUSTOMER FOR COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CUSTOMER TO CR UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. NOTHING IN THIS SECTION WILL LIMIT CUSTOMER’S OBLIGATION TO PAY FEES PROPERLY DUE AND PAYABLE UNDER THIS AGREEMENT.
10. GENERAL PROVISIONS.

1. Non-Exclusive Relationship .  This Agreement does not create an exclusive relationship.  CR acknowledges that Customer may use, and reserves the right to continue to use, other vendors to provide products or services that are similar to the products or services offered by CR.  To the extent reasonably requested by Customer, CR shall cooperate with other vendors of Customer as required for them to perform their obligations to Customer.  
2. Independent Contractors.   No provision of this Agreement may be construed to create a partnership, joint venture, agency or employment relationship between the parties.  Neither party has the power or right to bind the other party or to incur obligations on the other party’s behalf without such other party’s prior written consent.
3. Assignment.   Neither party may assign this Agreement without the other party’s written consent, except that CR may assign this Agreement to a successor of all or substantially all of CR's assets or business to which this Agreement relates, whether by asset purchase, purchase of equity, merger, operation of law, or otherwise.  Any attempted assignment or delegation in violation of this Section will be void.
4. Governing Law; Jurisdiction.  This Agreement and any disputes arising out of the subject matter of the Agreement, including any non-contractual claim, will be governed by the laws of the State of California and the United States, without regard to their conflict of law provisions.  Any action, including any non-contractual claim, arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.  Each party hereby consents to the exclusive jurisdiction of such courts.  Each party also hereby (a) waives any venue or inconvenient forum defense to any action or proceeding filed and maintained in such courts and (b) disclaims its right to initiate any action or proceeding arising out of or related to this Agreement in any other court or forum.
5. Informal Dispute Resolution.   Prior to initiating any legal action, the parties shall attempt to resolve informally any dispute, including any non-contractual claim, arising out of, or related to, this Agreement before initiating any legal action.  
6. Attorneys' Fees .  If any action is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled.
7. Headings.   The titles or headings of the sections in this Agreement have been inserted for the convenience of the parties and will not be relied upon to construe or modify any terms or conditions of this Agreement.  
8. Interpretation.   Even though one party prepared the initial draft of this Agreement, neither party shall be deemed the drafter of this Agreement for the purposes of contract construction.  Therefore, no provision may be construed by a court in favor of one party on the ground that the provision was initially drafted by the other party.
9. Waiver.   The failure of either party to enforce obligations or exercise rights under this Agreement will not be construed as a waiver of the party’s right to enforce that obligation or exercise that right in the future.  No waiver under this Agreement is effective unless the waiver is in writing and signed by an authorized representative of the party granting the waiver.  
10. Severability.   If a court determines that any provision of this Agreement or the application of the provision to a condition or person is invalid or unenforceable, then the remainder of this Agreement and the application of the provision to other conditions or persons, will remain valid and enforceable to the fullest extent permitted by law.
11. Notice of Delay.   If any event or occurrence delays or threatens to delay a party’s timely performance under this Agreement, then that party will promptly notify the other party of the delay and reason for the delay.
12. Notices.   Any required notice under this Agreement shall be in writing and sent to the party’s business address provided.  The notice shall be deemed given upon receipt if sent by personal delivery or email or if sent by certified or registered U.S. Mail with return receipt requested or by a major overnight commercial delivery service.
13. Amendment . No amendment or supplement to this Agreement will be effective unless it is in writing and signed by both parties and it cites the provision of the Agreement that is amended or supplemented.  
14. Entire Agreement.   This Agreement and any other documents incorporated into this Agreement by reference constitute the entire agreement between the parties with respect to the subject matter of the Agreement and supersede all prior or contemporaneous understandings or agreements, both oral and written, between the parties about the subject matter of this Agreement, including without limitation, any pre-existing confidentiality or nondisclosure agreement(s) between them.
15. Counterparts.  This Agreement may be signed in counterparts, each of which will be deemed an original and together shall constitute one and the same agreement.  Each counterpart may be delivered electronically or by email in .pdf format. This Agreement may also be signed electronically.  By signing electronically, each party hereby acknowledges that the electronic signatures appearing on this Agreement shall validly bind each party and shall be treated, for purposes of validity, enforceability and admissibility, the same as handwritten signatures.