StarTree Community License

1. LICENSE GRANT AND CONDITIONS.

1.1 License. Subject to the terms and conditions of this Agreement, StarTree hereby grants to Licensee a non-exclusive, royalty-free, worldwide, non-transferable, non-sublicensable license during the term of this Agreement to: (a) use the Software; (b) prepare modifications and derivative works of the Software; (c) distribute the Software (includingwithout limitation in source code or object code form); and (d) reproduce copies of the Software (the “License”). The licensee is not granted the right to, and Licensee shall not exercise the License for an Excluded Purpose. For purposes of this Agreement, “Excluded Purpose” means making available any software-as-a-service, platform-as-a-service, infrastructure-as-a-service or other similar online services that competes with StarTree products or services that provide the Software.

1.2 Conditions. In consideration of the License, the Licensee’s distribution of the Software is subject to the following conditions:

(a) Licensee must cause any Software modified by Licensee to carry prominent notices stating that Licensee modified the Software.

(b) On each Software copy, Licensee shall reproduce and not remove or alter all StarTree or third party copyright or other proprietary notices contained in the Software, and Licensee must provide the notice below with each copy:

“This software is made available by StarTree, Inc., under the terms of the StarTree Community License Agreement, Version 1.0. BY INSTALLING, DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY OF THE SOFTWARE, YOU AGREE TO THE TERMS OF SUCH LICENSE AGREEMENT.”

2. TERM AND TERMINATION. This Agreement will continue unless and until earlier terminated as set forth herein. If Licensee breaches any of its conditions or obligations under this Agreement, the License will terminate automatically and permanently.

3. INTELLECTUAL PROPERTY. As between the parties, StarTree will retain all rights, titles, and interests in the Software, and all intellectual property rights therein. StarTree hereby reserves all rights not expressly granted to Licensee in this Agreement. StarTree hereby reserves all rights in its trademarks and service marks, and no licenses therein are granted in this Agreement.

4. DISCLAIMER. StarTree HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE.

5. LIMITATION OF LIABILITY. StarTree WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR DIRECT DAMAGES, HOWEVER, CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. THE FOREGOING SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

6. GENERAL.

6.1 Governing Law. This agreement will be governed by and interpreted in accordance with the laws of the state of California, without reference to its conflict of laws principles. If Licensee is located within the United States, all disputes arising out of this Agreement are subject to the exclusive jurisdiction of courts located in Santa Clara County, California, USA. If Licensee is located outside of the United States, any dispute, controversy or claim arising out of or relating to this. The agreement will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of one arbitrator. The place of arbitration will be Palo Alto, California. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

6.2 Assignment. License is not authorized to assign its rights under this Agreement to any third party. StarTree may freely assign its rights under this Agreement to any third party.

6.3 Other. This Agreement is the entire agreement between the parties regarding the subject matter hereof. No amendment or modification of this Agreement will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of both parties. In the event that any provision, including without limitation any condition, of this Agreement, is held to be unenforceable, this Agreement and all licenses and rights granted hereunder will immediately terminate. A waiver by StarTree of a breach of any provision of this Agreement or the failure by StarTree to exercise any right hereunder will not be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.