MONTAGE LAUNCHER END USER LICENSE AGREEMENT

This Montage™ Launcher End User License Agreement (the “Agreement”) contains the terms and conditions upon which Montage Software, LLC, an Oklahoma limited liability company (“Montage”), grants to you (“Licensee”) a limited license to the Montage™ Launcher Software. Please read this Agreement carefully. By clicking “I AGREE”, downloading, installing or otherwise using the Software as defined herein, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety. You also acknowledge that you understand the software product and specific license grant concepts associated with the terms of this Agreement. You also acknowledge that you understand the software package or packages that this Agreement applies and relates to.

If you are entering into this Agreement within the scope of your employment or through an engagement as an independent contractor, the term “Licensee” includes your employer or principal, as applicable, and you warrant and represent to Montage™ that you are authorized to enter into this Agreement on your employer’s or principal’s behalf.

The grants permitted in this license may be obtained by a purchased software product, or may be granted without charge, at the discretion of Montage™. The pricing structure of the grants as offered may change at any time without notice, and future offering of new issuances of the grants may be discontinued at any time.

The terms and conditions that follow cannot be altered, modified, or amended without the written consent of Montage™.

  1. DEFINITIONS

    1. Confidential Information - The Software and all of the software code (including, but not limited to, any third party software licensed with the Software), Documentation, Library and any Trade Secret, concepts, ideas, improvements, processes, plans, designs, specifications, architecture, database tables and structures, data record layouts, prototypes, models, methods, processes, algorithms, content, data bases, and all other Montage™ information, whether patentable or not, that is provided, developed, conceived or in any way disclosed by Montage™ to Licensee.

    2. Deployment - Refers to the release and public distribution of a Montage™ Package or Montage™ Activity developed by the Licensee as a Merchant User, for subsequent use of the Montage™ Package or Montage™ Activity by other Standard Users.

    3. Designated User ("User") - An individual, employee, agent, or contractor of Licensee who has been trained in the use of the Software and operates it internally with the permission of Licensee.

    4. Documentation - “Documentation” means collectively: (i) all of the written, printed, electronic, or other format materials published or otherwise made available by Montage™ to Licensee that relate to the technical aspects of the Software including its functional, operational, and/or performance capabilities; and, (ii) all user, operator, system administration, technical, support, and other manuals and all other written, printed, electronic, or other format materials published or otherwise made available by Montage™ that describe the functional, operational, and/ or performance capabilities of the Software. Documentation shall not include source code or executable(s). Montage™ provides standard online Documentation with its software products. Licensee has the right to print online Documentation as needed for Licensee's internal purposes.

    5. Effective Date - The Effective Date shall be the date of Licensee’s activation of the Software license. It is understood that acceptance of the terms of this Agreement is required before the Software may be downloaded, purchased, installed, or activated.

    6. Merchant User - A Software user who uses the Montage™ Launcher and platform to create and deploy packages. A user that is using the Montage™ Launcher and platform to consume packages, in contrast, is a Standard User. A user may be both a Standard User and a Merchant User, depending on how they are using the platform.

    7. Montage Activity - Refers to an activity distributed on the Montage™ platform that involves the correct licensing, installation, and set up of one or more Montage™ Packages in order to be used properly. An example of a Montage™ Activity is an example project that references Montage™ Packages.

    8. Montage Library - Refers to all Montage™ Packages and Montage™ Activities listed on the Montage™ marketplace for use by Standard Users.

    9. Montage Package - Any software application, component, library, artwork, media, or other copyrighted material deployed by a Merchant User as a package on the Montage™ platform for use by Montage™ Standard Users. It is understood that the term “Montage Package” does not indicate that Montage™ is the author or publisher of the package, but that the Montage™ Package term refers generally to either packages published by Montage™ or by a third party.

    10. Montage Software ("Software") - Refers collectively to the Montage™ Launcher application and Montage™ Packages deployed by Montage™ and used by the platform.

    11. Organization - The organization to which a Standard User or Merchant User belongs. All users must create or join an Organization on the Montage™ platform.

    12. Permitted Purpose - Use of the Software is permitted as a Standard User for either educational or commercial purposes. Additionally, use of the Software as a Merchant User is permitted for either educational or commercial purposes, if your Organization has applied for and been approved as a Montage™ Merchant.

    13. Site - Refers to the Montage™ Software website (https://www.montage-software.com).

    14. Software - The Montage™ Launcher and associated media, modules, executables, object code, binary files, databases, printed and/or online Documentation, Montage™ Packages deployed by Montage™ and used by the platform, and other materials that are licensed to Licensee. Software also includes other computer code which may be developed by Montage™ for use by Licensee as part of this Agreement.

    15. Standard User - Refers to the User of this Agreement, specifically defining the Standard User as a Montage™ Package consumer. A user that is using the Montage™ platform to consume packages is a Standard User, whereas a user that is using the Montage™ platform to deploy packages is a Merchant User. A user may be both a Standard User or a Merchant User, depending on how they are using the platform.

    16. Montage's Intellectual Property - Proprietary information and/or data including, but not limited to, Trade Secrets, copyrights, trademarks, inventions (whether patentable or not), concepts, ideas, methods, techniques, formulas, algorithms, logic designs, screen displays, schematics, source and object code, computer programs, and example projects.

    17. Term - The initial term for the use of the Software under this Agreement shall begin on the date of license activation and shall end when the specified duration after activation expires. The Parties can extend the initial term of this Agreement by mutual written agreement.

    18. Territory - Worldwide.

    19. Trade Secret - Trade Secret shall mean, without limitation, any scientific or technical data, information, design, process, procedure, formula, or improvement that is commercially valuable to Montage™ and its parent company, Embeddetech, Inc, and not generally known in the industry.

    20. Usage Data - Refers to data logs of usage of the Software and Montage™ Marketplace by the User, including system information and performance metrics.

  2. LICENSE

    1. Subject to the terms of this Agreement and timely payment of the required license fees, Montage™ hereby grants to Licensee, and Licensee accepts, a nonexclusive and nontransferable right and license to use the Software for its internal Permitted Purposes in the Territory, without a right to sublicense, during the Term for the Permitted Purpose, according to the terms set out herein. All other uses are prohibited.

    2. This license grant extends only to use of the Software by a single Designated User on no more than one computer (whether virtual or physical) for a Permitted Purpose. In the event the Designated User ceases use of the licensed computer, upon notice to Montage™, the license may be deactivated as to that computer and reactivated on the new one. If more than one Designated User wishes to utilize the Software, the purchase of additional licenses will be required. Montage™ may at its discretion provide a means for the user to directly deactivate and reactivate licenses the Licensee has purchased.

    3. Use of the Software may include the use of third party software components as Montage™ Packages. The third-party software terms will govern Licensee’s use of the third-party software, and if there is inconsistency, those terms will take precedence over the terms of this Agreement for the third party software. Licensee agrees that the owners of the Third-Party Software are intended third party beneficiaries to this Agreement in relation to Licensee’s use of third party software.

  3. ACCOUNT AND PASSWORD

    1. Pursuant to this Agreement, Licensee will use an online account to access, activate, and use the Software. Licensee is responsible for maintaining the confidentiality of its account and login password and is responsible for administration of the account. The account or its assets may not be transferred to a third party without prior written consent of Montage™. Licensee agrees to make every reasonable effort to safeguard its account and password against unauthorized use, and to notify Montage™ immediately of unauthorized use. Montage™ reserves the right to refuse service, terminate accounts, remove or edit content, or cancel logins in its sole and absolute discretion.

    2. Licensee agrees to accept full responsibility for all activities that occur under Licensee's account. Licensee is solely responsible for maintaining the confidentiality of its account password and for restricting access to its computer, and Licensee agrees to accept responsibility for all activities that occur under its account. If Licensee has reason to believe that its account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of an account ID or password), Licensee will immediately notify Montage™. Licensee may be liable for the losses incurred by Licensee or others due to any unauthorized use of its account.

    3. Pursuant to this Agreement, Licensee must register an Organization or join an existing Organization at the invitation of an existing user. Licensee acknowledges that purchases made on the Montage™ platform are owned by the Organization to which the user is a member, and the Organization will maintain ownership of purchased assets in the case the user is removed as a member of the Organization. Licensee also warrants that all information provided to Montage™ regarding the details of the Organization are accurate and up to date and agrees to notify Montage™ in the event that an Organization’s information is inaccurate.

  4. NEW VERSIONS AND SUPPORT

    During the Term of this Agreement, Licensee may, at Montage’s election, be allowed to access future versions of the Software, but Montage™ has no obligation to make new versions available or to continue to make the current versions available in the future. Any and all such versions which may be made available by Montage™ are subject to the terms and conditions of this Agreement, unless subsequent versions require a different license agreement. Montage™ also has no obligation under this Agreement to provide ongoing support of any kind for the Software.

  5. SECURITY

    Licensee acknowledges and accepts that the Software performs installations of third party Montage™ Packages to the User’s computer as part of its normal use. Licensee acknowledges responsibility for understanding what Montage™ Packages are included in an Activity package graph installation and verifying that the Montage™ Packages do not pose an unacceptable security threat, whether in regards to malware, data integrity, data theft, computer performance, or any other threat which may arise out of the installation or use of third party software. Licensee acknowledges that Montage™ will be in no way responsible for losses incurred by the installation of third party Montage™ Packages.

  6. RESTRICTIONS

    1. Licensee agrees that it will not assign, sub license, transfer, pledge, lease, rent, loan, or share its rights under this Agreement.

    2. Licensee shall not (i) modify, translate, reverse engineer, disassemble or decompile the Software; (ii) create or attempt to create any derivative works of the Software or Documentation; or, (iii) permit or assist others in performing any of the foregoing.

    3. Licensee shall not (i) modify, translate, reverse engineer, disassemble or decompile any Montage™ Packages; (ii) create or attempt to create any derivative works of the Montage™ Packages or Documentation without permission from the publishing Montage™ Package Merchant; or, (iii) permit or assist others in performing any of the foregoing.

    4. d. Licensee shall not attempt to decipher, decrypt or study the license claim grants issued for the license activation of any Montage™ Package or attempt to provide fraudulent claim grants not issued by Montage™ or the Montage™ Package publishing Merchant, and agrees to notify Montage™ and the Merchant of any discovered security vulnerability in the issuance of license claim grants.

    5. Licensee agrees that the rights granted to Licensee under this Agreement are voided in the case of Licensee’s violation of the Agreement.

    6. Licensee shall limit access to and use of the Software to a single Designated User who has been selected by Licensee. Use by any other person is not permitted without separate authorization from Montage™.

    7. Apart from installation or use of the Software pursuant to the license granted by this Agreement, Licensee is prohibited from making copies of or distributing the Software, except that it is permitted to make a copy of any locally executed Software as part of a regularly scheduled incremental or full backup procedure. Licensee may make copies of the Documentation as is reasonably necessary to fulfill the aims of this Agreement.

    8. Licensee may not use the Software or Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site.

    9. Licensee may not utilize Montage’s Intellectual Property in any manner inconsistent with this Agreement, including but not limited to not using or displaying the Montage™ logo or trademarks in any manner without Montage’s prior written consent.

  7. PRIVACY POLICY AND PUBLICITY

    1. When the Site user account is created as a prerequisite to using the Software and the Site, certain personal information may be required which will be stored and retained by Montage™. Montage™ uses the information provided for purposes such as responding to requests, improving the Software, helping Montage™ serve its customers better, and communicating with Licensee.

    2. Montage™ will not share personal information obtained from Licensee with any third party without Licensee's prior permission, except in the event of a sale, merger or acquisition of the business, or in response to an order from a court of competent jurisdiction or in similar circumstances.

    3. Notwithstanding the above, Montage™ shall be allowed to post or otherwise publish Licensee’s name, logo, and general information regarding Licensee’s use of Montage™ for publicity and promotional purposes unless Licensee notifies Montage™ in writing that it does not wish for the information to be made public.

    4. dNotwithstanding the above, Montage™ shall be allowed to log Usage Data and report the Usage Data anonymously to Merchant Users and third parties as needed.

  8. TERM

    1. Subject to receipt by Montage™ of full payment of the required amounts, this Agreement will commence upon the Effective Date and shall continue for the Term as specified in the license sale unless earlier terminated.

    2. This Agreement can be renewed for additional periods by mutual consent of the parties as evidenced by written notice (to include electronic communication of same), and payment by Licensee of the current required fees.

  9. WAIVER OF CLASS ACTION

    To the fullest extent allowed by law, Licensee waives any rights to trial by jury and agrees not to bring or participate in a class action, private attorney general action or any other similar litigation.

  10. GOVERNING LAW AND DISPUTE RESOLUTION

    This agreement will be governed by and construed in accordance with the laws of the State of Oklahoma, U.S.A. without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply to this Agreement.

    Licensee agrees that: (1) any claim, dispute, or controversy Licensee may have against Montage™ arising out of, relating to, or connected in any way with this Agreement, Software, or Site, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (2) the arbitration shall be held in Tulsa, Oklahoma or at such other location as may be mutually agreed upon by Licensee and Montage™; (3) the arbitrator shall apply Oklahoma law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (4) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only the Licensee’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (5) in the event that the Licensee is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Montage™ may elect to pay as much of the Licensee’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (6) with the exception of subpart (4) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (4) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, Licensee shall not be entitled to arbitrate its dispute. For more information on AAA and its Rules and Procedures, Licensee may visit the AAA website.

    To the extent that the arbitration provisions of this Agreement do not apply, this Agreement will be subject to the exclusive jurisdiction of the state and federal courts serving Tulsa County, Oklahoma, U.S.A., and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing herein shall in any way prohibit or limit Montage™ from instituting an action in any court of competent jurisdiction to obtain injunctive relief or to protect or enforce its intellectual property rights.

  11. INDEMNIFICATION/RELEASE

    Licensee agree to indemnify and hold harmless Montage™, and its parent, subsidiaries, affiliates, suppliers, distributors, licensors and partners, and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising out of (i) Licensee’s use or misuse of the Software or Site or any other Montage™ services; (ii) Licensee’s use of Montage™ Packages or Montage™ Activities; (iii) Licensee’s violation of these Terms; (iv) Licensee’s violation of the rights of any other person or entity, including claims that any of Licensee’s submissions infringes or violates any third party intellectual property rights; and (v) Licensee’s breach of the representations, warranties, and covenants herein. Montage™ reserves the right, at Licensee’s expense, to assume the exclusive defense and control of any matter for which Licensee is required to indemnify Montage™ and Licensee agrees to cooperate with Montage’s defense of such claims. Licensee agrees not to settle any matter without the prior written consent of Montage™. Each party will use reasonable efforts to notify the other of any such claim, action or proceeding upon becoming aware of it.

  12. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

    Licensee acknowledges that there are risks inherent in the use of the Software, Site, Documentation, any associated hardware and internet connectivity that may result in interruptions or errors, loss of privacy, confidentiality, information or property, as well as other losses, damages or adverse occurrences, regardless of the measures taken to avoid such occurrences. Further, Licensee acknowledges that Montage™ Packages deployed by Merchant Users are not guaranteed or warranted to operate safely or as advertised, and that the User accepts full responsibility regarding judgments regarding the safety or quality of Montage™ Packages.

    The Software, Site, Documentation, and any other materials, services, or support provided to Licensee by Montage™ pursuant to this Agreement are provided on an “as-is” basis and with all faults or errors. Montage™ disclaims all warranties of any type or kind, whether express or implied. Licensee acknowledges that occasional internet connection may be required for license verification, and that occasional maintenance-related or unforeseen outages of license verification may occur.

    MONTAGE™ EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND INFRINGEMENT PURSUANT TO THE UNIFORM COMMERCIAL CODE AND ANY OTHER APPLICABLE LAW.

    In no event will Montage™ be liable for any losses or damages incurred by Licensee, whether direct, indirect, incidental, special, exemplary or consequential, including lost or anticipated profits, savings, interruption to business, loss of business opportunities, loss of business information, the cost of recovering such lost information, the cost of substitute intellectual property or any other pecuniary loss arising from the use of, or the inability to use, the Software, Library or Site regardless of whether Licensee has advised Montage™ of the possibility of such damages. Montage’s aggregate liability in respect of any and all claims will be limited to the license fees paid by Licensee to Montage™ pursuant to this Agreement. The foregoing limitations apply regardless of the cause or circumstances giving rise to such loss, damage or liability, even if such loss, damage or liability is based on negligence or other torts or breach of contract, including fundamental breach or breach of a fundamental term.

  13. FORCE MAJEURE

    Montage™ shall not be responsible for any delays, failures or outages arising out of causes beyond its reasonable control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, earthquakes, electrical outages, computer or communications failures, severe weather, and acts or omissions of subcontractors or third parties.

  14. SEVERABILITY

    If, after the date hereof, any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable. In lieu thereof, there shall be added a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.