Latest revision date: March 10, 2023

IMPORTANT: PLEASE READ THIS LICENSE AGREEMENT (“AGREEMENT”) BEFORE SIGNING A KIBSI ORDER FORM, CHECKING THE “AGREE” BUTTON, CLICKING THE “ACCEPT” BUTTON, OR USING THE KIBSI, INC. (“KIBSI”) CLOUD-BASED COMPUTER VISION PLATFORM THAT IS DESIGNED TO INTELLIGENTLY DERIVE INFORMATION FROM VISUAL CONTENT (E.G., PHOTOGRAPHS, IMAGES, AND VIDEOS) AND MAKE DECISIONS OR RECOMMENDATIONS BASED ON SUCH CONTENT (“KIBSI PLATFORM”), WHICH ACCOMPANIES OR IS PROVIDED IN CONNECTION WITH THIS AGREEMENT. BY SIGNING A KIBSI ORDER FORM, CHECKING THE “AGREE” BUTTON, CLICKING THE “ACCEPT” BUTTON, OR USING THE KIBSI PLATFORM IN ANY WAY, YOU AND THE ENTITY THAT YOU REPRESENT (“CUSTOMER”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND TO BECOME A PARTY TO THIS AGREEMENT WITH KIBSI AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF CUSTOMER DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, USE OF THE KIBSI PLATFORM IS STRICTLY PROHIBITED.

1. Limited License.
Subject to the terms of this Agreement, and provided Kibsi has received the fee associated with Customer’s access to the Kibsi Platform (if any), Kibsi hereby grants Customer the right to access the features and functionality of the Kibsi Platform, for use by Customer solely for Customer’s own internal purposes. All other uses of the Kibsi Platform are expressly prohibited.

2. Intellectual Property.
As between the parties, Kibsi and its licensors owns all right, title and interest, including all intellectual property rights, in and to the Kibsi Platform. Customer has no rights in or to such Kibsi Platform except for the limited license expressly set forth in Section 1 above. Customer shall not, directly or indirectly do any of the following: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Kibsi Platform; (ii) modify, translate, or create derivative works based on any element of the Kibsi Platform or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Kibsi Platform; (iv) use the Kibsi Platform for any purpose other than as expressly permitted by Section 1 above, or for the benefit of any person or entity other than for the benefit of Customer or in any manner not compliant with applicable laws; (v) remove any proprietary notices from Kibsi materials furnished or made available to Customer; or (vi) publish or disclose to third parties any evaluation of the Kibsi Platform without Kibsi’s prior written consent.

3. Rights to Data.
Customer shall own all data (including analytics) and photographic, video, or other visual content received, processed and stored by Kibsi through the Kibsi Platform under this Agreement (“Customer Data”), as well as any data that is generated from the Customer Data and provided to Customer as part of the Kibsi Platform. Notwithstanding anything to the contrary, Kibsi shall have the right collect and analyze data, video and other content, and other information relating to the provision, use and performance of various aspects of the Kibsi Platform and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Kibsi will be free (during and after the term hereof) to: (i) build, use, and distribute computer vision models derived from such information video, and data, in connection with its business, and (ii) use such information, video and data to improve and enhance the Kibsi Platform and for other development, diagnostic and corrective purposes in connection with the Kibsi Platform and other Kibsi product and service offerings.

4. Feedback.
Kibsi is free to use all ideas, suggestions, feedback and the like that Customer provides to Kibsi or its agents under this Agreement (the “Feedback”). Customer hereby grants Kibsi a non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, assignable license to use, disclose and exploit the Feedback for any lawful purpose.

5. Warranty Disclaimer.
Customer acknowledges that the Kibsi Platform may contain bugs, errors, omissions and other problems that could cause system or other failures and data loss. To the maximum extent permitted by law, the Kibsi Platform, and all other documentation and materials are provided “AS IS” AND WITH ALL FAULTS. KIBSI MAKES NO WARRANTIES WITH RESPECT TO THE KIBSI PLATFORM, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, ACCURACY, INTERFERENCE WITH CUSTOMER’S QUIET ENJOYMENT, SYSTEM INTEGRATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE KIBSI PLATFORM IS WITH CUSTOMER NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY KIBSI OR ITS AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

6. Limitation of Liability.
EXCEPT WITH RESPECT TO LIABILITY ARISING FROM (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, (B) A VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (C) A PARTY’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, UNLAWFUL ACTS, AND (D) ANY MATTERS THAT CANNOT BE LIMITED OR DISCLAIMED AS A MATTER OF LAW, (I) IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF (1) ONE HUNDRED DOLLARS ($100) AND (2) THE AMOUNTS PAID BY CUSTOMER TO KIBSI UNDER THIS AGREEMENT, AND (II) IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, EVEN IF SUCH PARTY OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.

7. Term and Termination.
This Agreement commences when accepted by Customer. A party may terminate this Agreement at any time by providing written notice of termination. Kibsi shall have the right to suspend or terminate access to the Kibsi Platform for any or no reason, without liability to Customer. Upon termination or expiration of this Agreement, Customer shall cease all access to the Kibsi Platform and return or destroy all Kibsi furnished items and materials in Customer’s possession, custody or control. The definitions and the provisions that by their express terms or nature continue and survive, including those of 2 (Intellectual Property), 3 (Rights to Data), 4 (Feedback), 5 (Warranty Disclaimer), 6 (Limitation of Liability), 8 (Confidential Information), 8 (General), and this final sentence of Section 7 will survive any expiration or termination of this Agreement.

8. Confidential Information.
The structure, sequence, organization and code of the software used to provide the Kibsi Platform constitute valuable trade secrets of Kibsi and its suppliers. Customer will not disclose to any third party: any information about the Kibsi Platform, including its existence, design, performance characteristics, feedback, and test results. Customer will use reasonable efforts to prevent any access to the Kibsi Platform by anyone other than its employees who are obligated to comply with the terms hereof.

9. General.
The laws of the State of California govern all matters arising out of this Agreement. Any and all disputes between the parties arising under or in connection with this Agreement shall be resolved solely and exclusively in the state and federal courts located in Orange County, California, with the exception that Kibsi shall have the right to seek a temporary or permanent injunction or other equitable remedy or relief in any court having subject matter jurisdiction anywhere in the world. Customer may not assign any rights under this Agreement. If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision will be amended to achieve as closely as possible the economic effect of the original provision and all other provisions shall continue in full force and effect. We may decide to update this Agreement: (1) to reflect changes to our services or our business, (2) for legal or regulatory reasons, (3) to prevent abuse on or of our services, or (4) to better protect or serve users of our services. If these changes materially affect your Kibsi Platform use or your legal rights, we’ll give you reasonable advance notice (unless the updates are urgent). If you continue to use our services after the changes have taken effect, it means that you agree to the changes. If you don’t agree, you must stop using our services. No term or provision hereof shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by a party to, or waiver of, a breach by the other party, whether express or implied, shall constitute that party’s consent to, waiver of, or excuse of any other, different, or subsequent breach by the other party. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral, with respect to such subject matter. The relationship of the parties hereto is one of contract only, and in no event shall the parties be construed as partners, joint venturers, agents or principals of each other. Customer hereby agrees to serve as a reference for potential Kibsi customers, analysts and investors via phone and/or e-mail.