1.1 GRANT OF LICENSE Licensor hereby grants Licensee a non-exclusive, non-transferable, and non-sublicensable license to use the PayFusion365 for Sensepass (SensePay) software solely for facilitating payment processing within Licensee’s business operations. This license extends to the use of the Licensed Programs in executable format on any device owned or leased by Licensee, subject to the terms outlined herein.

1.2 Restrictions. Licensee agrees not to (i) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Licensed Programs; (ii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Licensed Programs, in whole or in part; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Licensed Programs, or any features or functionality of the Licensed Programs, to any third party for any reason, including by making the Licensed Programs available on a network where it is capable of being accessed by more than one device at any time.

2. CONSIDERATION

2.1 LICENSE FEES In consideration for the rights granted under this Agreement, Licensee shall pay to Licensor a license fee as detailed in Appendix A, due upon the delivery of the Licensed Programs. The license fee is exclusive of all taxes, levies, or duties imposed by taxing authorities, and Licensee shall be responsible for payment of all such taxes, levies, or duties.

3. INTELLECTUAL PROPERTY RIGHTS & OWNERSHIP

3.1 COPIES The Licensed Programs, including any copies, improvements, enhancements, modifications, translations, compilations, partial copies, modifications, updates, and derivative works thereof, shall remain the sole and exclusive property of Licensor, and this Agreement does not convey to Licensee any ownership rights in or to the Licensed Programs.

4. PROPRIETARY RIGHTS Licensee acknowledges that the Licensed Programs contain trade secrets and other proprietary material of Licensor. Licensee agrees to maintain the confidentiality of the Licensed Programs using at least as great a degree of care as it uses to maintain the confidentiality of its own most confidential information.

5. TERM & TERMINATION

5.1. TERM The license granted hereunder shall continue unless and until terminated pursuant to Section 6 hereof and subject to Licensee’s proper performance of its obligations hereunder. The term of this Agreement is for one year. Thereafter, the parties may mutually agree to renew the term for a second year, based on the terms and conditions herein.

6. TERMINATION Licensor may terminate this Agreement if Licensee is in default on any of the terms and conditions of this Agreement and fails to correct such default within thirty (30) days after written notice thereof from Licensor. Licensee may terminate this agreement if Sensepass ceases to be the gateway provider of choice.

7. WARRANTY DISCLAIMER, & INDEMNIFICATION

7.1. WARRANTY DISCLAIMER Licensor licenses and Licensee accepts, the licensed programs “AS IS.” LICENSOR PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.

7.2. INDEMNIFICATION Licensee agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to Licensee’s use of the Licensed Programs in violation of this Agreement.

8. LIMITATION OF LIABILITY LICENSOR LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY LICENSEE TO LICENSOR. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS, OR INTERRUPTION OF BUSINESS, HOWEVER, CAUSED OR ON ANY THEORY OF LIABILITY.

9. SUCCESSORS This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors, and assigns except as otherwise provided herein.

10. SEVERABILITY In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.

11. GOVERNING LAW This Agreement shall be governed and interpreted by the laws of the State of Oregon, Multnomah County.

12. ENTIRE AGREEMENT This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions, and understandings, express or implied, concerning such matters. This Agreement shall take precedence over any additional or conflicting terms which may be contained in Licensee’s purchase order or Licensor order acknowledgment forms. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.