LICENSE

 StarTree ThirdEye Community License Agreement
 Version 1.0

This StarTree ThirdEye Community License Agreement Version 1.0 (the “Agreement”) sets
forth the terms on which StarTree.ai. makes available certain
software made available by StarTree.ai under this Agreement (the “Software”).

BY INSTALLING, DOWNLOADING, ACCESSING, USING OR DISTRIBUTING ANY OF THE SOFTWARE, YOU AGREE TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO SUCH TERMS AND CONDITIONS, YOU MUST
NOT USE THE SOFTWARE.  IF YOU ARE RECEIVING THE SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT
AND WARRANT THAT YOU HAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT ON BEHALF OF SUCH ENTITY.

“Licensee” means you, an individual, or the entity on whose behalf you are receiving the Software.

   1. LICENSE GRANT AND CONDITIONS.

      1.1 License.  Subject to the terms and conditions of this Agreement,
      StarTree ThirdEye hereby grants to Licensee a non-exclusive, royalty-free,
      worldwide, non-transferable, non-sublicenseable 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 (including
      without 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 service that competes
      with StarTree ThirdEye products or services that provide the Software.

      1.2 Conditions.  In consideration of the License, 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 ThirdEye 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 ThirdEye, Inc., under the
            terms of the StarTree ThirdEye 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 ThirdEye will retain all
   right, title, and interest in the Software, and all intellectual property
   rights therein.  StarTree ThirdEye hereby reserves all rights not expressly granted
   to Licensee in this Agreement.  StarTree ThirdEye hereby reserves all rights in its
   trademarks and service marks, and no licenses therein are granted in this
   Agreement.

4. DISCLAIMER.  StarTree ThirdEye 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 ThirdEye 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
      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.  Licensee is not authorized to assign its rights under
      this Agreement to any third party. StarTree ThirdEye 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.  Waiver by StarTree ThirdEye of a breach of any provision of this
      Agreement or the failure by StarTree ThirdEye 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.