NINJIO License Agreement and associated Terms and Conditions for October 2019

Pursuant to this License Agreement and associated Terms and Conditions (Terms and Conditions are defined and incorporated below), under this (“License Agreement”), for the month of October 2109 ONLY, Company shall provide certain digital security-related services including, among other things, e-learning digital security services (online hosted and content only, collectively, the “NINJIO Services”), and Customer desires to receive these NINJIO Services, pursuant to this License Agreement and associated Terms and Conditions for the duration October, 2019

NINJIO AWARE Enterprise Content
Company has developed a proprietary and confidential digital security e-learning system made up of animated educational videos intended to be viewed solely by Customer’s employees, only in the month of 2019, in an effort to provide such individuals with access to ongoing, engaging, and informative digital security awareness content (collectively, the “NINJIO Content” which is referred to and trademarked by NINJIO as (“NINJIO AWARE ENTERPRISE”). Customer desires to to gain access to NINJIO AWARE ENTERPRISE pursuant to the associated Terms and Conditions of this License Agreement hereof.

1. GRANT AND LIMITED SCOPE OF LICENSE

1.1 Customer agrees to abide by the associated Terms and Conditions of this License Agreement, Company hereby grants a revocable, worldwide, non-exclusive, and non-transferable right and limited license during the month of October 2019 to use the NINJIO Content in strict accordance with the associated Terms and Conditions hereof and for no other purpose whatsoever. Company reserves all other rights.

1.2 Customer may upload the NINJIO Content onto its internal Learning Management System for the sole purpose of allowing a certain number of Customer’s employees to view a copy of the NINJIO Content on-screen at their workstations, laptops, and mobile devices in order to display the NINJIO Content for their own personal consumption and information.

1.3 Except as expressly provided for hereunder, Customer (a) shall not copy the NINJIO Content; (b) shall not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the NINJIO Content; (c) shall not make any alterations to, or modifications of, the whole or any part of the NINJIO Content, nor permit the NINJIO Content or any part thereof to be combined with, or become incorporated in, any other content or programs without Company’s prior written consent; (d) shall not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the NINJIO Content.

1.4 Customer covenants and agrees that it shall supervise and control use of and access to the NINJIO Content and ensure that the NINJIO Content is accessed only by the Authorized Users (as defined herein) in accordance with the terms of this Agreement. Customer shall include Company’s copyright notice on all entire and partial copies of the NINJIO Content. Customer shall not provide or otherwise make available the NINJIO Content in whole or in part, in any form to any person other than Authorized Users without prior written consent from Company.

2. AUTHORIZED USERS ACCESS TO NINJIO CONTENT

2.1 Company has developed and is the owner of the NINJIO Content. Customer hereby agrees to and is being provided a limited license to make use of the NINJIO Content in accordance with Section 1 of this License Agreement and the associated Terms and Conditions hereof, for the month of October 2019 ONLY.

2.2 A designated number of Authorized Users shall be allowed to view the NINJIO Content during the month of October, 2019. Company will make the NINJIO Content available to such Authorized Users by delivering to Customer via electronic means SCORM compliant files that make up the NINJIO Content. Customer will be responsible for loading the NINJIO Content into Customer’s own SCORM compliant Learning Management System. Customer may request the content in other video file types, such as HTML5 and .mp4 for use outside of their LMS System, at no additional cost to Customer.

2.4 Each video of NINJIO Content made available to an Authorized User by Customer through Customer’s Learning Management System may be viewed by each such Authorized User as many times as they wish during the Term. Viewing of such content is only to be consumed by such Authorized User. No NINJIO Content may be shared by Customer or Authorized Users with anyone else.

2.5 Each Authorized User will be required to agree to abide by Company’s Terms of Service (“Terms of Service”) located at ninjio.com.

2.8 NINJIO will make available to Customer three separate episodes.  The following episodes are:

Season 2, Episode 2 – The Homeless Homebuyer

Season 4, Episode 6 – Vacation Devastation

Season 4, Episode 10 – Voicemail Fail

No other NINJIO AWARE episodes will be allowed as part of our October 2019 promotion.

Terms and Conditions of Company’s License Agreement and executed Quote / Order Form

1. SUBSCRIPTION TO NINJIO SERVICES

1.1 Customer will receive the above episodes as defined in section 2.8 in the file formats of their choosing, limited to the file formats specified in section 2.2.  Customer will advise Company as to how many employees they will be delivering the episodes to.

2. TECHNICAL SUPPORT SERVICES

2.1 Subject to the terms hereof, Company will provide Customer with technical support services via both telephone and electronic mail on weekdays during the hours of 8:30 am through 5:30 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by calling 805-864-1999 or any time by emailing support@ninjio.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Neither Customer nor any of the Authorized Users will, directly or indirectly: make use of the NINJIO Services except in strict accordance with these Terms and Conditions and any other Terms and Conditions that may be agreed to by Customer and a NINJIO Partner; share any of the videos or other portions of or information related to the NINJIO Services with any third parties; modify, translate, or create derivative works based on the NINJIO Services including, but not limited to, the videos that are a part of such system; use the NINJIO Services in a manner that might otherwise benefit a third party; or remove any proprietary notices or labels associated with the NINJIO Services.

3.2 Customer represents, covenants, and warrants that Customer will use the NINJIO Services only in strict compliance with all applicable laws and regulations. Customer hereby agrees to indemnify, defend, and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use or Authorized Users’ use of the NINJIO Services. Although Company has no obligation to monitor Customer’s and Authorized Users’ use of the NINJIO Services, Company may do so and may prohibit any use of the NINJIO Services it believes may be (or is alleged to be) in violation of the foregoing.

3.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the NINJIO Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the NINJIO Services including, but not limited to, video content, data aggregation, identification, analysis and delivery, and process and methodologies associated with the compromised credentials monitoring and notification services and other NINJIO Services.

4.2 Proprietary Information of Customer includes non-public data provided by Customer to Company to enable Authorized Users to access the NINJIO Services (“Customer Data”). The Receiving Party agrees: (i)to take reasonable precautions to protect such Proprietary Information, and (ii)not to use (except in accessing and using the NINJIO Services as expressly permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a)is or becomes generally available to the public, or (b)was in its possession or known by it prior to receipt from the Disclosing Party, or (c)was rightfully disclosed to it without restriction by a third party, or (d)was independently developed without use of any Proprietary Information of the Disclosing Party or (e)is required to be disclosed by law.

4.3 Customer shall own all right, title and interest in and to the Customer Data. Company shall own (or has obtained the proper right and license from a third party owner to use in the manner described in these terms and conditions) and retain all right, title and interest in and to (a) the NINJIO Services (including, but not limited to, the videos that are a part thereof) and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed by Company, its licensors, partners, or affiliates in connection with implementing and making the NINJIO Services available to Customer or supporting Customer in connection with its use of the NINJIO Services, and (c) all intellectual property rights related to any of the foregoing.

4.4 Notwithstanding anything to the contrary herein, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the NINJIO Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free to (i) use such information and data to improve and enhance the NINJIO Services and for other development, diagnostic and corrective purposes in connection with the NINJIO Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses in the NINJIO Services (including, but not limited to, the videos which are a part thereof) are granted except as expressly set forth herein.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, the Agreement is from October 1, 2019 and ends on October 31, 2019.

5.2 In addition to any other remedies it may have, either party may also terminate the Agreement upon thirty (5) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the Terms and Conditions of the Agreement.

5.4 All sections of these Terms and Conditions which by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

6.1 Company does not warrant that the NINJIO Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the NINJIO SERVICES. WITHOUT IN ANYWAY LIMITING THE FOREGOING, THE EPISODES PROVIDED THROUGH THE NINJIO SERVICES ARE NOT INTENDED TO PRESENT THE ONLY, OR NECESSARILY THE BEST, METHOD OR PROCEDURE FOR DEALING WITH AN I.T. SECURITY ISSUE, BUT

RATHER PRESENT THE APPROACH OR OPINION OF THE DISCUSSANT.

6.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE NINJIO SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the videos which make up the NINJIO Services of any United States copyright laws, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the NINJIO Services (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications and using assets or work product provided to Company by Customer, (iii) that are modified by Customer or any Authorized User after delivery by Company (which is expressly prohibited hereunder), (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the NINJIO Services is not strictly in accordance with these Terms and Conditions. If, due to a claim of infringement, the NINJIO Services is held by a court of competent jurisdiction to be or is believed by Company to be infringing on a third party’s copyrights, Company may, at its option and expense (a) replace or modify the NINJIO Services (or portions thereof) to be non-infringing, (b) obtain for Customer a license to continue using the NINJIO Services (or portion thereof) that was infringing, or (c) if neither of the foregoing is commercially practicable, terminate the Agreement and Customer’s rights hereunder and provide Customer a pro-rata refund of any prepaid, unused fees for the NINJIO Services at issue.

9. LIMITATION OF LIABILITY

COMPANY AND ITS PARTNERS, AFFILIATES, LICENSORS, SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE AGREEMENT OR THESE TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A)FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B)FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; (C)FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE NINJIO SERVICES UNDER THE AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. MISCELLANEOUS

If any provision of the Agreement or these Terms and Conditions are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement and these Terms and Conditions will otherwise remain in full force and effect and enforceable. The Agreement is not assignable, transferable or sub-licensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under the Agreement without consent. The Agreement, these Terms and Conditions, and the attachments, exhibits and schedules attached hereto and thereto are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement and the Terms and Conditions, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of the Agreement or these Terms and Conditions and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. The Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.