CodeClinic, LLC.

CODECLINIC LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CODECLINIC, LLC. IF YOU DO NOT AGREE
TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT PROCEED TO DOWNLOAD OR INSTALL
THIS SOFTWARE. IF YOU HAVE INADVERTENTLY LOADED THE SOFTWARE ON YOUR COMPUTER
AND DO NOT AGREE WITH THE TERMS OF THIS LICENSE, PROMPTLY DELETE ALL COPIES OF
THE SOFTWARE AND DOCUMENTATION AND INFORM CODECLINIC, LLC., IN WRITING OR BY EMAIL
THAT YOU HAVE DONE SO.

1. LICENSE GRANT. Subject to your compliance with the terms and
conditions of this Agreement, CodeClinic, LLC. (CodeClinic) hereby
grants to you a non-exclusive license (the “License”) for the
versions of Lattix software and all associated materials in
the software delivery (the “Licensed Material”) for which the
corresponding fee has been paid or evaluation period granted,
only for your internal use and only on computers owned by you,
with the following rights:

* if the Licensed Materials are licensed for Node-Locked use (Node-Locked
License) then the user named in the license may access and use the
software on only one computer. “Node-Locked” means that the software is
licensed for use solely with a specific computer;

* if the Licensed Materials are licensed for Network use (Floating License)
you may not allow more than the maximum number of authorized users to
access and use the software concurrently. A Network means any
combination of terminals, peripherals or other devices electronically
linked and capable of accessing the Licensed Materials.

* the making of one copy of the Licensed Material for archival
purposes.

* if the Licensed Material are license for DevOps use (DevOps License) then
the license is restricted based on the terms that are specified in the
purchase order.

2. LICENSE RESTRICTIONS. Except as expressly provided below, you may not:

* permit any third party, or anyone other than your employees whose duties
require such access or use, to have access to or otherwise use the
Licensed Materials. Your authorized consultants and subcontractors may
use the Licensed Materials pursuant to these License Terms solely where
such use is incidental to their performing services consistent with the
License Terms on your behalf, provided that you first require such
consultants and subcontractors to agree to observe the same restrictions
provided in these License Terms;

* use the Licensed Materials on any Network that permits remote access to
the Licensed Materials outside of the Network geography designated or
expressly agreed to in writing by CodeClinic. If CodeClinic has not designated a
Network geography, then you may use the Licensed Materials only within
the site in which the computer on which the Network license server
is located;

* transfer, sublicense, or otherwise distribute the Licensed Material
to any third party;

* rent, lease, or sub-license the Licensed Material, or otherwise provide
or make the functionality of the Licensed Material available to third
parties;

* reverse engineer, decompile, disassemble, modify, translate, make any
attempt to discover the source code, create derivative works from the
Licensed Material, or use the Licensed Material to create products that
competitive with the Licensed Material;

* copy any of the documentation accompanying the Licensed Material;

No right, title or interest in or to any trademark, service mark, logo or
trade name of Lattix or its licensors is granted under this Agreement. Any
license provided for evaluation purposes is for non-commercial use only.

3. COPYRIGHT. CodeClinic retains all right, title and interest in and
to the Licensed Material and the documentation, including all
copyrights. The Licensed Material and documentation are protected by
the copyright laws of the United States of America and
international treaty provisions. You must reproduce and
include all copyrights and trademark notices on the backup
copy. You must maintain an accurate record of the location of
the backup copy at all times.

4. LIMITED WARRANTY. CodeClinic warrants that the media on which the
Licensed Material is distributed will be free from defects for a period
of 60 days from the date of delivery of the Licensed Material to
you. CodeClinic does NOT warrant that the Licensed Material will meet your
requirements or that the operation of the Licensed Material will be
uninterrupted or error-free. Your sole remedy in the event of
breach of this warranty will be that CodeClinic will, at its
option, replace any defective media returned to CodeClinic within
the warranty period or refund the money you paid for the Licensed
Material. CODECLINIC MAKES NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE LICENSED MATERIAL OR DOCUMENTATION, AND
HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS
LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE
OTHERS, WHICH VARY FROM STATE TO STATE.

5. DISCLAIMER OF DAMAGES. UNDER NO CIRCUMSTANCES SHALL CODECLINIC OR
ITS LICENSORS BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY,
INCIDENTAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES, INCLUDING,
BUT NOT LIMITED TO, LEGAL FEES, LOSS OF PROFITS, LOSS OF DATA,
OR LOSS RESULTING FROM BUSINESS DISRUPTION, HOWEVER CAUSED
REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF CODECLINIC HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WITH OR ARISING OUT
OF THE PERFORMANCE OR USE OF ANY PORTION OF THE LICENSED MATERIAL OR
DOCUMENTATION. SOME STATES DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES
SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN
NO CASE SHALL CODECLINIC’S LIABILITY EXCEED THE PURCHASE PRICE FOR
THE LICENSED MATERIAL. The disclaimers and limitations set forth above
will apply regardless of whether you accept the Licensed Material.

6. US GOVERNMENT RESTRICTED RIGHTS. RESTRICTED RIGHTS
LEGEND. Use, duplication, or disclosure by the Government is
subject to restrictions as set forth in subparagraph (C)(1)
(ii) of the Rights in Technical Data and Computer Software
clause at DFARS 252.227-7013 or subparagraphs (C)(1) and (2) of
the Commercial Computer Software-Restricted Rights clause at
48 CFR 52.227-19, as applicable, CodeClinic LLC, 352 Park St,
Suite 104, North Reading, MA 01864

7. EXPORT CONTROLS. The Licensed Material and its underlying information
and technology cannot be downloaded or otherwise exported or
re-exported into (or to a national or resident of) Cuba, Iraq,
Sudan, North Korea, Iran, Syria, or any other country
to which the United States has embargoed goods; or to anyone
on the United States Treasury Department’s list of Specially
Designated Nationals or the United States Commerce
Department’s Table of Denial Orders. By downloading or using
the Licensed Material, you are agreeing to the foregoing and you are
representing and warranting that you are not located in, under
the control of, or a national or resident of any such country
or on any such list. In addition, you are responsible for
complying with any local laws in your jurisdiction which may
impact your right to import, export or use the Licensed Material.

8. TERMINATION. This Agreement is effective until terminated.
You may terminate this Agreement at any time by destroying all
copies of the Licensed Material. This Agreement will terminate immediately
without notice from CodeClinic LLC if you fail to comply with any
provision of this Agreement. Upon Termination, you must
destroy all copies of the Licensed Material.

9. MAINTENANCE and SUPPORT. Maintenance and support can be purchased for
fixed periods of time, typically in increments of 1 year. For the period
that you are covered for maintenance and support, you are entitled
to all product releases and updates, technical support via phone
and email during regular working hours, ability to change the computer
where your software is installed once a year, and any other
enhancements and bug fixes that are released by CodeClinic.

10. OTHER. This Agreement constitutes the entire agreement between
you and CodeClinic, and no representation, condition, understanding or
agreement of any kind, oral or written, shall be binding upon the
parties unless incorporated herein. This Agreement may not be modified
or amended, nor will the rights of either party be deemed waived,
except by an agreement in writing signed by you and an authorized
representative of CodeClinic. This Agreement shall be construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts.

11. SEVERABILITY. If any provision of this Agreement is held to be
unenforceable, this Agreement will remain in effect with the
provision omitted, unless omission would frustrate the intent
of the parties, in which case this Agreement will immediately
terminate.

Should you have concerns or questions concerning this License,
the Licensed Material or Documentation, contact CodeClinic LLC. at the following
address:

CodeClinic LLC
352 Park St, Suite 104
North Reading, MA 01864