This license is issued to you by ChainXY Solutions Inc. (“ChainXY”, “we” or “us”).

The following are the terms and conditions governing your license for your use of our proprietary data (our “Data”). By downloading or using our Data, you are indicating your understanding and providing your acceptance of the terms and conditions of this End User License Agreement (this “Agreement”). If you are entering into this Agreement on behalf of an entity, then you represent that you have authority to bind that entity.

ChainXY may modify this Agreement at any time, and such modifications will be effective immediately upon the posting of the modified license on our website at www.chainxy.com/pages/EULA.

1. Grant of License

ChainXY hereby grants you a worldwide, royalty-free, non-exclusive license to:

• reproduce and store our Data in one or more databases for retrieval, analysis, manipulation, and report preparation;
• make our Data available internally throughout your organization; and
• use our Data to create “Derived Products”.

“Derived Products” means static outputs and/or reports that you develop from calculations, manipulations, analyses, and/or other processes with your own data, third party data (including our Data), and your experience.

2. Other Terms and Conditions of License

You agree that you will not:

• reverse engineer, decompile, decrypt, or disassemble our Data;
• transfer our Data to any person;
• resell, relicense, or provide a revenue-generating service bureau using our Data in any form whatsoever (including, without limitation, distributing or selling any Derived Products to your customers);
• incorporate or integrate our Data into your or any third-party’s customer-facing software platform for any purpose;
• share, display, distribute, or publish any of our Data in raw form (including the longitude and latitude coordinates); and
• use our Data to enhance, augment, or improve your data or dataset or the data or dataset of another person (for example, geofencing and/or attributing).

Furthermore, you agree that in your Derived Products, our raw Data will not be identifiable or extractable.

3. Termination of License

If you breach any of the terms and conditions of this Agreement, then your license will be deemed to have been immediately terminated and you will not be permitted to use our Data for any purpose whatsoever.

4. Public Acknowledgement of Use

5. No Representations or Warranties

You agree that our Data is provided to you on an “as is, where is” basis. Any use of our Data is done at your own discretion and risk, and you will be solely responsible for any potential damage to your computer system that may result from your use of our Data. Neither we nor any of our affiliates, suppliers, or partners make any warranty or representation (either implied or express) that our Data will:

• meet your requirements or expectations;
• operate in combination with any hardware, software, system, or data; and
• be accurate or reliable for your purposes.

6. Intellectual Property Rights

We own all rights, title, and interests, including all intellectual property rights, in and to our Data. This includes any copies of, derivative works from (other than Derived Products), improvements to, or modifications of, our Data. No right, title, or interest in our Data is being granted to you except as expressly set out in this Agreement.

7. Our Liability

You agree that our providing you with the Data is on the understanding that, to the fullest extent permitted by law, we neither owe nor accept any duty or responsibility or liability to you or any other party, whether in contract, tort (including negligence), or otherwise, and we will not be liable in respect of any loss, damage, or expense which is caused by your or any other party’s reliance upon the Data.

In no event will ChainXY be liable for the following, regardless of the theory of liability or whether arising out of your use or inability to use our Data or otherwise:

• indirect, incidental, exemplary, special, or consequential damages;
• loss or corruption of data or interrupted or loss of business; and
• loss of revenue, profits, goodwill, or anticipated sales or savings.

In the event ChainXY is found to be liable for any of the foregoing, all liability of ChainXY, its affiliates, officers, directors, employees, agents, suppliers, and licensors collectively, whether based in contract, tort (including negligence), or otherwise, will not exceed the fee paid by you to ChainXY for the Data that gave rise to the claim. This limitation of liability is cumulative, and not per incident.

8. Survival

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Where a court is unable to construe any unenforceable or invalid provision to make it binding, the court will sever and delete the provision. In any event, all other terms which remain valid and enforceable will survive and remain in full force and effect.

9. Applicable Law

This Agreement will be construed in accordance with the laws of the Province of British Columbia, Canada. Any disputes in connection with our Data or this Agreement will be adjudicated by the courts of the Province of British Columbia, Canada. Despite the foregoing, we may bring an action in any court of competent jurisdiction with respect to any dispute affecting our intellectual property rights, whether statutory or granted under this Agreement.