THE CHOOCH LICENSE AGREEMENT (COLLECTIVELY, THIS “AGREEMENT“) GOVERNS YOUR ACCESS TO AND USE OF CHOOCH’S APPLICATION PROGRAMMING INTERFACE (THE “API“) AND SOFTWARE AS A SERVICE PLATFORM (THE “PLATFORM” AND, COLLECTIVELY WITH THE API, THE “SOFTWARE“) AND ANY USER DOCUMENTATION AND/OR VIDEOS RELATED TO THE SOFTWARE (THE “DOCUMENTATION“). BY ACCESSING THE SOFTWARE (THE DATE YOU FIRST ACCESS THE SOFTWARE, THE “EFFECTIVE DATE“): (I) YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND AGREE TO BE LEGALLY BOUND BY IT ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT; AND (II) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND/OR TO ACT ON BEHALF OF AND BIND THE ENTITY YOU REPRESENT. THOUGH YOUR ACCESS AND USE OF THE SOFTWARE IS GOVERNED BY THE AGREEMENT EFFECTIVE AT THE TIME, CHOOCH MAY REVISE AND UPDATE THIS AGREEMENT FROM TIME TO TIME IN ITS SOLE DISCRETION. IF CHOOCH MAKES MATERIAL CHANGES TO THIS AGREEMENT, IT WILL NOTIFY YOU BY EMAIL PRIOR TO THE EFFECTIVE DATE OF THE CHANGES, WHICH SUCH DATE WILL BE DEEMED THE EFFECTIVE DATE FOR PURPOSES OF THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE YOU’RE YOUR CONTINUED ACCESS OR USE OF THE SOFTWARE AFTER CHOOCH’S MATERIAL CHANGE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE CHANGED TERMS. As used in this Agreement, “Chooch” refers to Chooch Intelligence Technologies Co. dba Chooch AI, a Delaware corporation with offices at 3 E 3rd Ave, San Mateo, CA 94401, a Delaware corporation located at and “you,” “your,” or “Licensee” refers to you as an individual or the entity on whose behalf you have entered into this Agreement 1. The Software. License Grant. Subject to Licensee’s compliance with this Agreement, including Licensee’s timely payment of all Fees (as such term is defined in Section 3), Chooch hereby grants to Licensee during the Term (as such term is defined in Section 8(a)) a non-exclusive, non- sublicensable, and non-transferable license to (i) access, use, and make calls to the API in connection with the web or other software services or applications developed by Licensee to interact with the API (the “Licensee Application“) that will communicate and interoperate with the Platform, (ii) access and use the Platform in connection with communicating and interoperating with the API and (iii) use the Documentation, each of (i) through (iii) in connection with Licensee’s internal business operations on its systems, networks and devices and in accordance with the limitations on Licensee’s authorized employees or contractors for whom access to the Software and Documentation has been purchased by Licensee (“Authorized Users“). Chooch may modify the Software from time to time, so long as such modification(s) do not materially reduce the Software’s performance or capabilities. Chooch will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Licensee, any Authorized User, or any other third party may incur as a result of modifications to the Software in accordance with this Section 1(a). Restrictions. Licensee shall not, and shall not authorize any Authorized User or third party to, directly or indirectly: (i) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, repackage, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code, object code, or underlying structure, ideas, or algorithms of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or the Documentation; (v) use the Software or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates an