LICENSE

MXpath DEVELOPMENT LICENSE AGREEMENT
Effective Date: first date you select “I Agree” or use the MXpath Code
Last Updated: August 26, 2022

The MXpath Code (defined below) is licensed to you subject to the terms and conditions below which
form a binding agreement between you and MX. By selecting “I Agree”, or by downloading,
installing, or making use of any portion of the MXpath Code, you are agreeing to the
following terms and conditions. If you do not agree to the terms and conditions below, do not
use the MXpath Code. If you agree to be bound by this agreement on behalf of your employer or
other entity, you must have the legal authority to do so. If you are not authorized to so bind your employer
or such entity, do not select “I Agree” to accept this agreement and do not use the MXpath Code.

AGREED TERMS AND CONDITIONS

1. DEFINITIONS
 1.1 “MX” means MX Technologies, Inc., a company incorporated in Delaware, U.S.A., having a place of
business at 3401 N Thanksgiving Way, Suite 500, Lehi, Utah 84043.
 1.2 “MXpath Code” means the code and all associated materials licensed to you by MX as part of
the MXmoible Development License Agreement.
 1.3 “MX Product(s)” means software applications, programs, SDKs, products, services, and other
technologies not included in or directly with the MXpath Code which are or may be made
available by MX. This agreement does not govern use of MX Products and such MX products are
not licensed hereunder. See the master services agreement that your company signed with MX for
terms governing its use.
 1.4 “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress,
patent, trade secret, unfair competition, and any other intellectual and proprietary rights.

2. LICENSES GRANTED TO YOU
 2.1 MXpath Code. Subject to your compliance with terms of this agreement, MX grants to you a
non-exclusive, non-sublicensable, non-transferable license to install and use the MXpath Code
solely to support your development of MXpath extensions and customizations, as specifically
requested by MX.

3. SCOPE OF LICENSE; LIMITATIONS AND RESTRICTIONS
 3.1 You may not distribute the MXpath Code or any of its component parts to interoperate with or to
run on a platform other than the MX-approved platform.
 3.2 You may not modify, port, adapt, creative derivate works, redistribute, or translate any portion of
this MXpath Code; or add or delete any MXpath Code program files that would in any way
result in modifying the functionality or appearance of any element of the MX Products, except as
specifically requested by MX.
 3.4 You may not reverse engineer, decompile, disassemble, or otherwise attempt to discover the
source code of any portion of the MXpath Code, except and only to the extent that applicable
laws of the jurisdiction where you are located grant you the right to decompile MXpath Code in
order to obtain information necessary to render the MXpath Code interoperable with other
software; in which case you must first request the information from MX in writing and MX may, in
its discretion, either provide such information to you or impose reasonable conditions, including
reasonable fees, on your use of the mobile Code software to ensure that MX’s and its licensors’
Intellectual Proprietary Rights in the MXpath Code are protected.
 3.5 You may not unbundle, repackage, distribute, rent, lease, offer, sell, resale, sublicense, assign or
transfer all, or any component parts of the MXpath Code, or any of your rights in the MXpath
Code, nor authorize any portion of the MXpath Code to be copied onto another’s device,
computer or platform, including on a service bureau basis to other providers (i.e., volume printing,
banking, payroll service providers, etc.) who provide you free or fee-based business services.

4. VIRAL OPEN SOURCE SOFTWARE AND SERVICES
You are not licensed to (and you agree that you will not) merge, integrate, or use the MXpath Code
with any Viral Open Source Software or Viral Service, or otherwise take any action that could require
disclosure, distribution, or licensing of all or any part of the MXpath Code in source code form for any
purpose whatsoever. For purposes of this Agreement, “Viral Open Source Software” means
software licensed under the GNU General Public License, the GNU Affero General Public License (AGPL),
or any other license terms that would require, or condition your use, modification, or distribution of
such licensed software on the disclosure, distribution, or licensing of any other software in source code
form, for the purpose of making derivative works, or at no charge, and “Viral Service” means any
service that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer
programming routines that are intended to damage, detrimentally interfere with, surreptitiously
intercept, expropriate, or deprive owners’ possession of any system, data or personal information, or
that in any way violates any law, statute, ordinance, regulation, or rights (including any law,
regulations, or rights respecting intellectual property, computer spyware, privacy, export control, unfair
competition, antidiscrimination, or false advertising), or otherwise interferes with the operability of MX
Products or third-party programs or software.

5. NON-BLOCKING OF MX DEVELOPMENT
Nothing in this agreement will impair, limit, or curtail MX’s right to continue with its development,
maintenance, or distribution of MX Products. You agree that you will not assert in any way any patent
owned by you arising out of or in connection with your use of the MXpath Code, or any MXpath
Codemodifications made by you, against MX, its customers, subsidiaries, or affiliates, or any of their
customers, direct or indirect, agents and contractors for the manufacture, use, import, license, offer for
sale, or sale of any MX Products.

6. OWNERSHIP; INTELLECTUAL PROPERTY RIGHTS
 6.1 The items contained in the MXpath Code are the Intellectual Property of MX and its licensors and
are protected by United States copyright and patent law, international treaty provisions, and
applicable laws of the country in which it is being used. MX and its licensors reserve all rights not
expressly granted to you under this agreement, and retain all right, title, and interest in the
MXpath Code, including all Intellectual Property Rights.
 6.2 The MXpath Code, or any of its component parts, may be supplied to you with certain
accompanying proprietary notices, including patent, copyright, and trademark notices. You agree
to protect all copyright and other ownership interests of MX and its licensors in the MXpath Code
supplied to you under this agreement; to preserve exactly (and not remove or alter) all proprietary
notices displayed in or on the MXpath Code; to reproduce the same proprietary notices in all
copies you make of any portion of the MXpath Code.
 6.3 Nothing in this agreement gives you a right to use the name, logo, or trademarks of MX or its
licensors to market your products.

7. CONFIDENTIAL INFORMATION
With respect to the API, and any portion included in the MXpath Code (for purposes of this Section,
“MX Confidential Information”), you will treat the MX Confidential Information, and exercise the
same degree of care to protect it, as you afford to your own confidential information. Your obligations
under this Section will terminate when you can document that (a) the MX Confidential Information was
in the public domain at or subsequent to the time MX communicated or provided it to you with no fault
of your own; (b) your employees or agents developed independently without reference to any MX
Confidential Information MX communicated or provided to you; or (c) your communication of MX
Confidential Information was in response to a valid order by a court or other governmental body, was
otherwise required by law, or was necessary to establish the rights of a party under this agreement.

8. TERM; TERMINATION
This agreement will commence on the Effective Date and will continue unless terminated. MX may
terminate this agreement immediately upon notice to you, and without judicial intervention, if you fail
to comply with any term of this agreement. You may terminate this agreement at any time by
discontinuing all your use(s) of the MXpath Code and you agree to destroying or removing all full and
partial copies of the MXpath Code from your computer and any and all websites or mobile
applications where you may have installed the MXpath Code. If requested by MX, you must
demonstrate proof of your compliance with the terms of this Section. In the event of termination, the
terms of this agreement that, by their nature, are meant to survive termination, including all terms
relating to Viral Open Source Software and services, ownership, confidential information, indemnity
obligations and procedures, disclaimers of warranty, limitations on and exclusions of remedies and
damages, dispute resolution, and waiver, will survive termination of this agreement.

9. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
You expressly understand and agree that, to the maximum extent permitted by applicable law:
 9.1 Use OF THE MXpath Code is entirely at your own risk. The MXpath Code is provided
by MX “AS-IS” and with all faults. MX and its licensors are not liable to you or anyone
else for any special, incidental, indirect, consequential, or punitive damages
whatsoever (even if MX has been advised of the possibility of such damages), including
(a) damages resulting from loss of use, data, or profits, whether or not foreseeable, (b)
damages based on any theory of liability, including breach of contract or warranty,
negligence or other tortious action, or (c) damages arising from any other claim arising
out of or in connection with your use of the MXpath Code.
 9.2 MX’s total liability in any matter arising out of or related to these terms is limited to US
$100. This limitation will apply even if MX has been advised of the possibility of such
damages and regardless of any failure of the essential purpose of any limited remedy.

10. INDEMNIFICATION
To the maximum extent permitted by law, you agree to indemnify MX, its subsidiaries, affiliates,
officers, agents, employees, partners, licensors, or suppliers from any claim or demand, including
reasonable attorneys’ fees, that arise from your use of the MXpath Code, or from your violation of
the terms of this agreement.

11. DISPUTE RESOLUTION
 11.1 Governing Law. This Agreement and any disputes arising out of or related hereto will be
governed by and construed in accordance with the laws of the State of Utah, without giving effect
to its conflicts of law rules, the United Nations Convention of the International Sale of Goods, or the
Uniform Computer Information Transactions Act.
 11.2 Venue; Waiver of Jury Trial. The state and Federal courts located in Salt Lake County,
Utah or Utah County, Utah will have exclusive jurisdiction to adjudicate any dispute arising out of
or related to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such
courts and waives any objection it might otherwise have to venue, personal jurisdiction,
inconvenience of forum, and any similar or related doctrine. Each party also hereby waives any
right to a jury trial in connection with any action or litigation in any way arising out of or related to
this Agreement.
 11.3 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized
access to or use of the MXpath Code in violation of this Agreement, you agree that MX is entitled
to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

12. EXPORT RULES
The MXpath Code and your use of the MXpath Code are subject to U.S. and international laws,
restrictions, and regulations that may govern the import, export, and use of the MXpath Code. You
agree to comply with all such laws, restrictions, and regulations.

14. GENERAL PROVISIONS
 14.1 Severability. If it turns out that a particular term is not enforceable, the unenforceability of that
term will not affect any other terms.
 14.2 Modification; Waiver. No provision of this agreement will be deemed to have been modified or
waived by any act or acquiescence on the part of MX, its agents, or employees, except only by any
instrument in writing, signed by an authorized officer of MX.
 14.4 Entire Agreement. This Agreement is the entire agreement, superseding any prior written or
oral agreements, between you and MX relating to the MXpath Code.