End User License Agreement (EULA) for Rapid Researcher Feasibility Assistant™ Cloud Software

END USER LICENSE AGREEMENT

PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE PROVIDED BY PCRS NETWORK LLC. BY USING THE SOFTWARE, YOU, THE LICENSEE (“YOU” OR “YOUR”), ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, DO NOT DOWNLOAD, INSTALL, COPY THE LINK,  OR USE THE SOFTWARE AND CLICK INSTEAD “DISAGREE/DECLINE”.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. DEFINITIONS

Capitalized terms in this Agreement will have the following meanings:

“Agreement” means this End User Software License Agreement between PCRS Network LLC, as licensor (“PCRS Network LLC” or “We”) and You, as licensee;

“Licensed Software” means the certain commercial software product(s) being provided to You under this Agreement, including online software, platform, website and executable program modules thereof, as well as related documentation and computer readable media;

“End User Data” means any and all data entered or uploaded by You through the use of the Licensed Software;

“PCRS Network LLC Data” means any and all information, including, but not limited to, data, analyses, measurements, reports, trends, and metrics, generated from, derived from, based on, or related to End User Data.

2. SOFTWARE LICENSE, RIGHTS & RESTRICTIONS

In consideration of the mutual covenants, and subject to the provisions contained in this Agreement, We hereby grant to You a revocable, non-transferable, non-exclusive license to use the Licensed Software solely in connection with PCRS Network LLC services and in accordance with the terms of this Agreement.

The Licensed Software is licensed, not sold, to You by PCRS Network LLC for use only under the terms of this Agreement and subject to Your prior acceptance of this Agreement. As licensor, PCRS Network LLC reserves all rights not expressly granted to You pursuant to this Agreement.

Without limiting the generality of the foregoing, You will use the Licensed Software only in accordance with the specifications provided for the Licensed Software and for purposes set forth herein, and, further, You expressly agree that You DO NOT have the right to:

own title, or to transfer title to the Licensed Software to another party;

distribute, sublicense or otherwise provide copies or links or any rights in relation to the Licensed Software to any third party;

pledge, alienate or otherwise encumber the Licensed Software to any third party;

modify, enhance, reverse-engineer, decompile, disassemble or create derivative works of the Licensed Software.

PCRS Network LLC reserves the right to inspect and enforce the restrictions and covenants contained in this Agreement at Your sole expense, and You hereby agree to promptly notify PCRS Network LLC of any known violations of such restrictions and covenants.

Upon execution of this Agreement, PCRS Network LLC will:

permit You to access, or download a copy of the most current version of the Licensed Software for Your use under this Agreement; and

from time to time provide You with ongoing updates to the Licensed Software during the term of the Agreement as considered needed by PCRS Network LLC. In each such case, PCRS Network LLC will automatically provide the necessary updates.

3. COPYRIGHT AND TRADEMARKS

The Licensed Software, including any documentation, specifications, media, packaging, and illustrations, is copyrighted and constitutes the valuable intellectual property of PCRS Network LLC (“Copyrighted Materials”). The Licensed Software is protected under the copyright laws of the United States and international treaty provisions. Outside of Your use of the Licensed Software, You have no right to:

license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit such Copyrighted Materials;

modify, make derivative works of, disassemble, reverse compile or reverse engineer the Copyrighted Materials;

access the Copyrighted Materials in order to build a similar or competitive product or service to that offered by the Licensed Software; or

copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means (except as expressly permitted by PCRS Network LLC), the Copyrighted Materials.

Certain logos, product names, service marks, and trademarks owned by PCRS Network LLC or other third parties may be contained within and/or displayed by the Licensed Software upon Your access to the Licensed Software, as well as in any related printed or electronic materials that you may have access to. You have no license or right to use such marks outside of use of the Licensed Software. To the extent that You provide any of Your trademarks or other identifying marks to PCRS Network LLC for use with the Licensed Software, You hereby grant PCRS Network LLC a revocable, non-transferable, non-exclusive license to use such marks with or by the Licensed Software.

4. COLLECTION AND USE OF YOUR INFORMATION

You acknowledge that when you download, install, or use the Software, PCRS Network LLC may use automatic means (including, for example, cookies and web beacons) to collect information about Your use of the Licensed Software, which collected information constitutes End User Data. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Licensed Software or certain of its features or functionality, and the Licensed Software may provide you with opportunities to share information with others. All personal data PCRS Network LLC collects through or in connection with the Licensed Software and Your use thereof is subject to PCRS Network LLC’s privacy policy, which may be updated by PCRS Network LLC from time to time without notice to You. By downloading, installing, using, and providing End User Data to or through the Licensed Software, You hereby consent to all use and actions taken by PCRS Network LLC with respect to personal data pursuant to the privacy policy. This consent is given in addition to any other basis for lawful processing of your personal data PCRS Network LLC has pursuant to the privacy policy and any withdrawal of your consent does not affect these other basis for lawful processing unless, and only to the extent, that this is required by applicable law.

5. OWNERSHIP AND USE OF DATA

All ownership rights in and to the Licensed Software shall remain exclusively with PCRS Network LLC and its licensors, as applicable. Access to the Licensed Software is provided to You only to allow You to exercise Your rights under this Agreement, and no implied license or right not expressly set forth in this Agreement is granted to You.

In connection with the Licensed Software, PCRS Network LLC may collect and maintain End User Data provided by you. You shall own the rights to any and all End User Data. PCRS Network LLC shall collect and maintain all personal identifiable aspects of all End User Data in accordance with the terms of the privacy policy. All third parties authorized by PCRS Network LLC which may have access to the End User Data shall be under obligations of confidentiality to collect and maintain the End User Data in accordance with the terms of the privacy policy. You agree to and do hereby grant to PCRS Network LLC the irrevocable, perpetual, transferrable right to use, disclose, commercialize, assign, convey, sell, lease, license or transfer any de-identified End User Data.

All PCRS Network LLC Data is the sole property of PCRS Network LLC. PCRS Network LLC has the right to use, collect, store, create, aggregate, mine, analyze, modify, commercialize, assign, convey, sell, lease, license or transfer PCRS Network LLC Data in any form, for any purpose and in any manner. Any PCRS Network LLC Data provided to you shall be subject to limitations and restrictions imposed by PCRS Network LLC’s privacy policy and other commercial agreements to which PCRS Network LLC may be a party.

6. WARRANTY AND INDEMNITY

Warranty. PCRS Network LLC warrants that it is the owner of the Licensed Software and has the right and authority to grant this license to the Licensed Software. PCRS Network LLC further warrants the Licensed Software, under normal use, will perform materially in accordance with the applicable documentation for a period of one (1) year (the “Warranty Period”). You will notify PCRS Network LLC of any warranty deficiencies within 30 days of discovery of any defects in the Licensed Software during the Warranty Period. To the maximum extent permitted by applicable law, the entire liability of PCRS Network LLC, and Your sole and exclusive remedy, with respect to any defect reported to PCRS Network LLC within the Warranty Period which causes and continues to cause a system-critical disruption of Your business operations, shall be limited to either, at PCRS Network LLC’s sole option (i) correction or circumvention support of the reported defect based on the warranty claim, (ii) replacement of the defective Licensed Software, or (iii) if support or replacement is not practicable in PCRS Network LLC’s sole determination, refund of the pro-rata portion of the prepaid software license fees paid for the defective Licensed Software, if any; provided, however, that You shall promptly notify PCRS Network LLC of any defects discovered and shall furnish to PCRS Network LLC adequate supporting documentation and details to substantiate and to assist PCRS Network LLC in the identification and detection of such defect. No other verbal or written information provided by PCRS Network LLC will create a warranty or in any way increase PCRS Network LLC’s liability, and You accordingly will not rely on such information.

Indemnity by PCRS Network LLC. PCRS Network LLC warrants that the Licensed Software does not infringe on any currently existing and enforceable United States patent, copyright, or trademark, and hereby agrees to indemnify and hold You harmless in respect of any damages arising out of any claim, demand, or action alleging that Your use of the Licensed Software violates or infringes the copyright, patent, or other intellectual property right of any third party, provided that you provide reasonable cooperation in preparing a defense by PCRS Network LLC against any such claim. PCRS Network LLC shall not indemnify and hold You harmless in respect of any damages arising out of any claim, demand, or action alleging that Your use of the Licensed Software in combination with third party products or services not provided to You by PCRS Network LLC violates or infringes the copyright, patent, or other intellectual property right of any third party.

Indemnity by Licensee. You, at Your sole cost and expense, will indemnify, hold harmless, and defend PCRS Network LLC, and each of its respective directors, officers, employees, agents, successors, and assigns (collectively, the “PCRS Network LLC Affiliates”), against any claim, including reasonable attorney’s fees, to the extent based upon or in connection with any breach or alleged breach of Your representations, warranties, covenants, agreements, or obligations hereunder.

DISCLAIMER. EXCEPT AS PROVIDED IN THIS SECTION 6, PCRS NETWORK LLC MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES, OR ACCEPT ANY CONDITIONS. PCRS NETWORK LLC DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY AND REMEDIES

LIMITATION OF LIABILITY. IN NO EVENT WILL PCRS NETWORK LLC BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL, INCLUDING LOST OR ANTICIPATED PROFITS, SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS INFORMATION, THE COST OF RECOVERING SUCH LOST INFORMATION, THE COST OF SUBSTITUTE INTELLECTUAL PROPERTY, OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE LICENSED SOFTWARE REGARDLESS OF WHETHER YOU HAVE ADVISED US OR WE HAVE ADVISED YOU OF THE POSSIBILITY OF SUCH DAMAGES. PCRS NETWORK LLC’S AGGREGATE LIABILITY IN RESPECT OF ANY AND ALL CLAIMS WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY THE LICENSEE IN THE PREVIOUS 12 MONTHS. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE, OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM). NEITHER YOU NOR PCRS NETWORK LLC MAY INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

Dispute Resolution. You acknowledge that PCRS Network LLC possesses valuable confidential and proprietary information, including trademarks, trade secrets, business practices, and financial information, which would be damaging to PCRS Network LLC if revealed in open court. You further acknowledge and agree that it is preferable to resolve all disputes between the parties confidentially, individually, and in an expeditious and inexpensive manner. Accordingly, You acknowledge and agree that private dispute resolution is preferable to court actions. Before commencing any arbitration in the manner set out in this Section 8, the parties shall first attempt to resolve any dispute or differences by way of good faith negotiation. The good faith negotiation shall commence by each party communicating its position regarding the complaint, claim, dispute, or controversy to the other party, as well as a proposed resolution to the dispute. The parties shall then make a good faith effort to negotiate a resolution of the complaint, claim, dispute, or controversy. Neither party shall commence any arbitration proceedings unless and until the failure of such good faith negotiations.

Arbitration. Any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present, or future, and including statutory, common law, intentional tort, and equitable claims capable in law of being submitted to binding arbitration against PCRS Network LLC or any PCRS Network LLC Affiliates) arising from or relating to this Agreement, its interpretation, or the breach, termination, or validity thereof, the relationships between the parties, whether pre-existing, present, or future (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), PCRS Network LLC’s advertising or any related purchase which is not able to be resolved between the parties after good faith efforts have been made shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration

Association (“AAA”), under its rules and any specific procedures then in effect, by a panel of three (3) arbitrators: one arbitrator selected by PCRS Network LLC, a second arbitrator selected by You, and a third arbitrator selected by the first two arbitrators. Each party shall be responsible for paying its own AAA filing, administrative, and arbitrator fees in accordance with AAA rules, but the prevailing party may seek recovery of such costs from the other party. The arbitration will be limited solely to the dispute or controversy between You and PCRS Network LLC. The determination of the arbitrator in such proceeding shall be final, binding, and non-appealable, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

8. SUCCESSORS AND ASSIGNS

You may not assign any rights and duties under this Agreement to any party at any time. This Agreement will ensure to the benefit of and will be binding on PCRS Network LLC and its respective successors and permitted assigns. In the event of corporate merger or divestiture, PCRS Network LLC will have the right to transfer and assign its rights hereunder to any third party (the “Assignee”), without notice to You, and You further agree that the Assignee may modify the terms contained in this Agreement, as well as add additional terms, which will then become binding upon You based on your continued use of the Licensed Software.

9. TERM

Term. The term of this Agreement will commence on the date of Your first download, installation, or use of the Licensed Software, which evidences Your agreement to these terms, and shall continue for the duration of Your use of the Licensed Software or until either You or PCRS Network LLC terminates this Agreement in accordance with this Section 10.

Termination. This License is effective until terminated either by You or PCRS Network LLC. Your rights under this License will terminate automatically without notice from PCRS Network LLC if You breach or fail to comply with any of the terms of this License. Upon termination of the License, You shall cease all use of the Licensed Software, and destroy all copies, full or partial, of the Licensed Software in Your possession.

10. GENERAL

Captions. The Article and paragraph headings used herein are for convenience only and are not a part of this Agreement and will not be used in construing it.

Entire Agreement. This Agreement constitutes the entire agreement of the Parties.

Force Majeure. Notwithstanding anything herein to the contrary, PCRS Network LLC shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control.

Relationship of the Parties. This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither PCRS Network LLC nor You will have any power or authority to act in the name or on behalf of the other party, or to bind the other party to any legal agreement.

Severability. The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.

Number and Gender. Where the context permits, the singular includes the plural, and the masculine includes the feminine and vice versa.

Notices. All notices and communications required or permitted under this Agreement will be in writing and may be sent electronically, return receipt requested, or by overnight delivery service or registered or certified mail, postage prepaid, return receipt requested, to PCRS Network LLC at the addresses provided below or to such other address as PCRS Network LLC may from time to time specify by notice to You through the Licensed Software:

PCRS Network LLC, 1712 Pioneer Avenue, Suite 1925, Cheyenne, Wyoming 82001, gfiocco@pcrsnetwork.com.

Governing Law. This Agreement shall be interpreted and enforced under and in accordance with the internal laws of the State of Wyoming without reference to any principles that would require the application of the laws of another jurisdiction.

Revisions to this Agreement. PCRS Network LLC may modify, update or revise the terms of this Agreement at any time by updating these terms and by providing notice to you of such changes through the Licensed Software.