LIGHT COMMERCIAL PLATFORM LICENSE AGREEMENT

PLEASE READ THIS CONTRACT CAREFULLY. CLICKING THE BUTTON LABELED "ACCEPT" INDICATES ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH BY THIS AGREEMENT. THIS LIGHT COMMERCIAL PLATFORM SOFTWARE LICENSE AGREEMENT ( hereinafter "Agreement" ) is entered into by and between Scenomics ( hereinafter "LICENSOR" ) and you or your business ( hereinafter "LICENSEE"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Grant of License. Subject to any restrictions and limitations set forth herein, LICENSOR hereby grants to LICENSEE a limited, non-exclusive, non-transferable, revocable, royalty-free license to create and distribute databases, modules, source code, object code, script code, compiled code, or compiled executables ( hereinafter "Extension" or "Extensions" ) for commercial or non-commercial purposes provided all Extensions comply with the terms of this Agreement. This Agreement refers to all the following software components ( hereinafter "Light Commercial Platform" or abbreviated as "LCP" ):
   • The file "SCENOME.EXE" ( hereinafter "Scenome Shell Executable" ) contained inside SCENOME_LIGHT_COMMERCIAL_PLATFORM_SETUP.EXE
   • All executable files ( files ending with .EXE) contained inside SCENOME_LIGHT_COMMERCIAL_PLATFORM_SETUP.EXE
   • All dynamic linked libraries ( files ending with .DLL) contained inside SCENOME_LIGHT_COMMERCIAL_PLATFORM_SETUP.EXE
   • All raster image files ( files ending with .BMP, .TGA, .TIF, .PNG) contained inside SCENOME_LIGHT_COMMERCIAL_PLATFORM_SETUP.EXE
   • All script files ( files ending with .SSL) contained inside SCENOME_LIGHT_COMMERCIAL_PLATFORM_SETUP.EXE
   • All database files ( files ending with .BOX) contained inside SCENOME_LIGHT_COMMERCIAL_PLATFORM_SETUP.EXE
   • All C++ source code files ( files ending with .CPP ) contained inside SCENOME_LIGHT_COMMERCIAL_PLATFORM_SETUP.EXE
   • All C++ header code files ( files ending with .H ) contained inside SCENOME_LIGHT_COMMERCIAL_PLATFORM_SETUP.EXE
   • All object code files ( files ending with .LIB ) contained inside SCENOME_LIGHT_COMMERCIAL_PLATFORM_SETUP.EXE
   • All source code files ( files ending with .INL ) contained inside SCENOME_LIGHT_COMMERCIAL_PLATFORM_SETUP.EXE
   • All solution files ( files ending with .SLN ) contained inside SCENOME_LIGHT_COMMERCIAL_PLATFORM_SETUP.EXE
   • All project files ( files ending with .VCPROJ ) contained inside SCENOME_LIGHT_COMMERCIAL_PLATFORM_SETUP.EXE
2. Derivatives. LICENSEE shall not use any portion of the Light Commercial Platform, nor any knowledge gained from any portion of the Light Commercial Platform, to (i) create any derivative work, (ii) create any derivative competing product, (iii) enter into any enterprise that generates revenue or goodwill through any sale or distribution of any derivative work, or any derivative, competing product. These obligations shall survive termination of this Agreement.
3. TRADE SECRETS. THE LIGHT COMMERCIAL PLATFORM OBJECT CODE CONTAINS VALUABLE TRADE SECRETS. THE LIGHT COMMERCIAL SOFTWARE SOURCE CODE IS CONVERTED FROM HUMAN-READABLE CHARACTERS TO MACHINE-READABLE OBJECT CODE PRIOR TO DISTRIBUTION FOR THE EXPRESS PURPOSE OF PREVENTING UNAUTHORIZED USE OF THE LIGHT COMMERCIAL PLATFORM SOFTWARE AND TO PROTECT ANY TRADE SECRETS CONTAINED THEREIN. LICENSEE SHALL NOT ATTEMPT TO DERIVE ANY FORM OF SOURCE CODE FOR THE LIGHT COMMERCIAL PLATFORM OBJECT FILES THROUGH REVERSE ENGINEERING, DECOMPILING, DISASSEMBLING, DECRYPTING, OR THROUGH ANY OTHER METHOD. ANY SUCH ACTIVITY SHALL CONSTITUTE CIRCUMVENTION OF A TECHNOLOGICAL MEASURE DESIGNED TO PROTECT THE LIGHT COMMERCIAL PLATFORM FROM UNAUTHORIZED USE AND MAY CONSTITUTE A VIOLATION OF UNITED STATES LAW. ANY RELEASE OF LICENSOR'S TRADE SECRETS MAY CAUSE IRREPARABLE HARM TO LICENSOR; THEREFORE IN ANY DISPUTE ARISING-FROM OR RELATED-TO THE TERMS OUTLINED IN THIS SECTION ( SECTION 3 ), INTERPRETATION SHALL BE CONSTRUED IN FAVOR OF LICENSOR. THESE OBLIGATIONS SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
4. Ownership. LICENSOR shall retain all rights, title and ownership of the Light Commercial Platform and LICENSEE shall not have any rights of ownership or other proprietary rights to the Light Commercial Platform by virtue of this Agreement, except the limited right to use the Light Commercial Platform as described in Section 1.
5. No Modification. LICENSEE shall not make any modifications to the Scenome Shell Executable, dynamically linked libraries ( files ending in ".DLL" ), or object code ( files ending in ".LIB" ) without the prior written consent of LICENSOR. In any event, all recommendations, modifications or derivations made by LICENSEE to the Light Commercial Platform shall become the property of LICENSOR.
6. Non-Dissemination. LICENSEE shall not translate, copy, distribute or otherwise disseminate the Light Commercial Platform, or any portion thereof, to any person or entity without the prior written consent of LICENSOR.
7. Rental. LICENSEE shall not under any circumstances whatsoever rent or lease the Light Commercial Platform.
8. Term. Unless otherwise agreed in writing, the term of this Agreement is three-hundred-and-sixty-five (365) days subsequent to the date LICENSEE first acquires the Light Commercial Platform. LICENSEE may request an extension to the Term of this Agreement by providing to LICENSOR a written request; however LICENSOR shall not have any obligation to extend the Term of this Agreement. LICENSOR may in its sole discretion elect to provide a new Agreement with additional terms. LICENSOR RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT AT ANY TIME PRIOR BY ISSUING WRITTEN NOTICE TO LICENSEE. LICENSEE may terminate this agreement at any time by destroying all copies of the Light Commercial Platform.
9. Upgrades. LICENSOR shall not have any obligation to release any subsequent versions ( hereinafter "Upgrade" or "Upgrades" ) of the Light Commercial Platform. LICENSOR may in its sole discretion cease distribution of the Light Commercial Platform at any time without notice. Upgrades shall be subject to the terms of this Agreement, including the time limit set forth in Section 8. LICENSOR may in its sole discretion elect to charge a fee for providing Upgrades.
10. Technical Support. LICENSOR shall not have any obligation to provide technical support for the Light Commercial Platform. LICENSOR may in its sole discretion elect to charge a fee for providing technical support.
11. Security Features. The Light Commercial Platform is equipped with security and identification features including, non-exhaustively, serial numbers, text strings, dialog boxes, and other features ( hereinafter "Unique Identifier" or "Unique Identifiers" ) designed to identify the Light Commercial Platform as the unique work of ScenomicsPartners. LICENSEE shall not under any circumstances whatsoever alter or remove any Unique Identifier or any other security feature of the Light Commercial Platform.
12. TERMINATION. UPON TERMINATION OF THIS AGREEMENT LICENSEE SHALL IMMEDIATELY DESTROY ALL COPIES OF THE LIGHT COMMERCIAL PLATFORM SOFTWARE.
13. Governing Law. This Agreement is governed by the laws of the State of Minnesota. EACH PARTY EXPRESSLY CONSENTS TO JURISDICTION AND VENUE IN HENNEPIN COUNTY, MINNESOTA.
14. Severability. If any portion of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction (i) the remainder of this Agreement shall remain in effect, (ii) LICENSOR shall be allowed to revise the portion deemed invalid or unenforceable as needed to render this Agreement enforceable, and (iii) LICENSEE shall comply with the terms set forth in any such revision. LICENSOR MAY IN ITS SOLE DISCRETION IMPLEMENT THE MINIMUM REVISION REQUIRED TO RENDER THIS AGREEMENT ENFORCEABLE.
15. LIMITATION OF LIABILITY. THE LICENSED PRODUCT IS PROVIDED "AS IS" AND ON A "WITH ALL FAULTS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY LICENSOR SHALL CONSTITUTE A WARRANTY OF ANY KIND WHATSOEVER. LICENSOR SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM ANY LOSS OF DATA, OR LOSS OF PROFITS, OR LOST SAVINGS, OR LOST OPPORTUNITY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR SHALL NOT BE LIABLE FOR ANY CLAIM BY ANY THIRD PARTY. IF LICENSOR'S WARRANTY DISCLAIMER OR LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL FOR ANY REASON WHATSOEVER BE HELD UNENFORCEABLE OR INAPPLICABLE, LICENSOR'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED FIVE-DOLLARS-AND-ZERO-CENTS IN UNITED STATES CURRENCY [$5.00 US].
16. All Rights Reserved. LICENSOR expressly reserves all rights not granted by this Agreement.
17. Entire Agreement. This Agreement constitutes the entire contract between LICENSOR and LICENSEE. Any modification, waiver, or amendment of any provision of this Agreement shall be effective only if in writing and signed by both parties.
18. Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not in any way control the meaning or interpretation of this Agreement.

LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND ACCEPTS THE TERMS SET FORTH HEREIN.