ZINGGRID SINGLE-DOMAIN LICENSE AGREEMENT
This Agreement, dated ____________ (the “Effective Date”), is made by and between ZingSoft,Inc. DBA ZingChart (“Licensor”), a California corporation doing business at 2105 Garnet Avenue,San Diego, CA 92109, and ​​ (“Licensee”), a ​​ doingbusiness at ​​.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein,
Licensor and Licensee hereby agree as follows:

1. DEFINITIONS
1.1. “Customer” means a customer of Licensee who is given access to use Licensee’s
Single-Domain product..
1.2. “Documentation” means the documentation, whether provided in printed form or onmachine-readable media, which is generally provided by Licensor to its licensees in conjunction
with and in support of the Licensed Products. The Documentation includes all modifications,revisions and enhancements to the Documentation provided to Licensee under this Agreement.
1.3. “Intellectual Property Rights” means all present and future worldwide rights in copyrights,
trademarks, trade secrets, patents, patent applications, moral rights, contract rights and any otherproprietary rights, whether registered or unregistered.
1.4. “Licensed Products” means the machine-readable, object-code version of the Licensor
computer software programs set forth on Exhibit A, including all modifications, revisions,enhancements, derivative works and corrections that Licensor provides to Licensee pursuant tothis Agreement.

2. LICENSES
2.1. Grant of License.
(a) Licenses. Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive,
non-transferable worldwide license under all of Licensor’s Intellectual Property Rights to: (i) use
the Licensed Products as necessary to create a single product or service; and (ii) market anddeliver access to the product or service to Customers.
2.2. No Reverse Engineering. If Licensee makes any modification or derivative of any kind themodification or derivatives shall remain the proprietary product of the Licensor and the Licensee
shall remain bound by this agreement.
2.3. No Competing Products. Licensee may not produce any stand alone product, specifically nogrid or table creation library for direct sales that would compete with Licensor’s products.
2.4. No Customer-Installable Software Distribution. Licensee may not distribute any Licensed
Products for installation on Customer servers or domains. Licensed Products must remain on
Licensee-owned and operated servers and domains.

1

3. PAYMENTS
3.1. License Payments. Licensee shall pay Licensor as specified in the Fee Schedule in Exhibit Afor Licensee's distribution of the Licensed Products (the “License Fees”).
3.2. Payment Terms. Licensee shall pay Licensor within ten (10) days of the date of Licensor’s
invoice during the Term of this Agreement, Payments made under this Agreement after their due
date will incur interest at a rate equal to 1.5% per month or the highest rate permitted byapplicable law, whichever is lower.
3.3. Taxes. All amounts payable under this Agreement are exclusive of all sales, use,value-added, withholding, and other taxes and duties. Licensee will pay all taxes, fees, duties andother governmental charges, and any related penalties and interest, assessed in connection withthis Agreement and its performance by any authority within or outside of the U.S., except fortaxes payable on Licensor’s net income. Licensee will promptly reimburse Licensor for any and alltaxes or duties that Licensor may be required to pay in connection with this Agreement or itsperformance.

4. MAINTENANCE, SUPPORT, TRAINING AND DEVELOPMENT
4.1. By Licensee. Licensee will be responsible for providing all direct technical support to its
developers for the licensed product beyond hours included with license detailed in Exhibit A.

5. CONFIDENTIALITY
5.1. Obligations. Each of Licensor and Licensee agrees:i.

that it will not disclose to any third party or use any proprietary or technical information
disclosed to it by the other party (including, with respect to Licensee, any LicensedProducts) (collectively, "Confidential Information") except as expressly permitted in thisAgreement; andii.

that it will take all reasonable measures to maintain the confidentiality of all Confidential
Information in its possession or control, which will in no event be less than the measures
it uses to maintain the confidentiality of its own information of similar importance.

5.2. Exceptions. "Confidential Information" will not include information that:i.

is in or enters the public domain without breach of this Agreement;ii.

is lawfully received from a third party without restriction on disclosure and without breachof a nondisclosure obligation; oriii.

is developed independently.

6. PROPRIETARY RIGHTS
6.1. Licensor’s Ownership.

2a) The Licensed Products and Documentation, and all Intellectual Property Rights therein,
are and will remain the sole and exclusive property of Licensor.
b) Licensee will not delete or in any manner alter the Intellectual Property Rights notices ofLicensor and its suppliers, if any, appearing on the Licensed Products as delivered toLicensee.
6.2. Licensee's Duties. Licensee will use its reasonable efforts to protect Licensor’s Intellectual
Property Rights in the Licensed Products and will report to Licensor any infringement of suchrights of which Licensee becomes aware.

7. WARRANTY
7.1.​ ​THE SOFTWARE IS PROVIDED TO THE CUSTOMER ON AN "AS IS" BASIS, WITHOUTWARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESSOR IMPLIED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THESOFTWARE IS BORNE BY LICENSEE. LICENSOR EXPRESSLY DISCLAIMS, TO THE FULLEXTENT ALLOWED BY APPLICABLE LAW, ALL WARRANTIES AND/OR CONDITIONS,EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIESAND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESSFOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, ORARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSORDOES NOT WARRANT THAT THE SOFTWARE WILL MEET THE LICENSEE'SREQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BEUNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BECORRECTED. FURTHERMORE, LICENSOR DOES NOT WARRANT OR MAKE ANYREPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THESOFTWARE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OROTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSORSHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THISWARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, LICENSEE ASSUMES THEENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NOTE: SOMEJURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES ORCONDITIONS. IN SUCH A CASE THE ABOVE EXCLUSION MAY NOT APPLY. NOTE:EXCEPT TO THE EXTENT ALLOWED BY LOCAL LAW, THESE WARRANTY TERMS DO NOTEXCLUDE, RESTRICT OR MODIFY, AND ARE IN ADDITION TO, THE MANDATORYSTATUTORY RIGHTS APPLICABLE TO THE LICENSE OF THE SOFTWARE TO LICENSEE.
7.2. Power and Authority. Licensor warrants to Licensee that it has sufficient right and authority togrant to Licensee all licenses and rights that Licensor grants under this Agreement.

8. INFRINGEMENT INDEMNITY
8.1. Duty to Indemnify and Defenda) Licensor will indemnify Licensee against, and will defend or settle at Licensor’s own
expense, any action or other proceeding brought against Licensee to the extent that it isbased on a claim that the use of the Licensed Products as licensed in this Agreement
infringes any United States copyright or that the Licensed Products incorporate anymisappropriated trade secrets.
b) Licensor will have no obligation under this Section as to any action, proceeding, or claim
unless: (A) Licensor is notified of it promptly; (B) Licensor has sole control of its defense3and settlement; and (C) Licensee provides Licensor with reasonable assistance in its
defense and settlement.
8.2. Injunctions.
(a) If Licensee's use of any Licensed Products under the terms of this Agreement is, or in
Licensor’s opinion is likely to be, enjoined due to the type of infringement or misappropriationspecified in subsection (8.1 a) above, then Licensor may, at its sole option and expense, either:(i) procure for Licensee the right to continue using such Licensed Products under the terms of thisAgreement; or (ii) replace or modify such Licensed Products so that they are noninfringing andsubstantially equivalent in function to the enjoined Licensed Products; or (iii) if options (i) and (ii)above cannot be accomplished despite the reasonable efforts of Licensor, then Licensor shallterminate Licensee's rights and Licensor’s obligations under this Agreement with respect to such
Licensed Products, and refund to Licensee all ongoing license fees paid by Licensee to Licensor
for copies of such Licensed Products to the extent that Licensee is contractually obligated toreturn to any Customers their payments made to Licensee for such copies.
8.3. Sole Remedy. THE FOREGOING ARE LICENSOR’S SOLE AND EXCLUSIVEOBLIGATIONS, AND LICENSEE'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO
INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.
8.4. Exclusions. Licensor will have no obligations under this Section 8 with respect to any claim ofinfringement or misappropriation based on (i) any unauthorized use, reproduction or distributionof the Licensed Products by Licensee or any of its Customers, (ii) any modifications to theLicensed Products not made by Licensor or (iii) the use of the Licensed Products in combination
with other products, equipment, software or data not provided by Licensor (other than theLicensee Product) if the claimed infringement or misappropriation would not have occurred but forsuch combination.

9. LIMITATIONS OF LIABILITY
9.1. EXCEPT TO THE EXTENT PROHIBITED BY LOCAL LAW, IN NO EVENT WILL LICENSORBE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR ANY INCIDENTAL,SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OF ANY
CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL,WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHERCOMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED AND REGARDLESS OF THETHEORY OF LIABILITY USED (WHETHER BASED IN WARRANTY, CONTRACT, TORT OROTHER LEGAL THEORY), ARISING OUT OF THE USE OF, OR THE INABILITY TO USE, ORTHE RESULTS OF USING THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR'S LIABILITY TO
LICENSEE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,EXCEED THE PRICE PAID BY LICENSEE FOR THE SOFTWARE. THE FOREGOING
LIMITATIONS SHALL APPLY EVEN IF THE SOFTWARE FAILS OF ITS ESSENTIALPURPOSE. NOTE: SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OREXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH A
CASE, THIS LIMITATION MAY NOT APPLY.

10. TERM AND TERMINATION
10.1. Events of Termination.
Either party will have the right to terminate this Agreement if:4a) the other party breaches any material term or condition of this Agreement and fails tocure such breach within thirty (30) days after written notice;b) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary
proceeding relating to insolvency, receivership, liquidation, or composition for the benefitof creditors; orc) the other party becomes the subject of an involuntary petition in bankruptcy or any
involuntary proceeding relating to insolvency, receivership, liquidation, or composition forthe benefit of creditors, if such petition or proceeding is not dismissed within sixty (60)days of filing.
10.2. Effect of Termination.
a) Upon termination or expiration of this Agreement, (i) Licensee will immediately return toLicensor or (at Licensor’s request) destroy all copies of the Licensed Products,Documentation and other Confidential Information in its possession or control, and (ii) all
licensed rights granted in this Agreement will immediately cease to exist, and Licensee
must promptly discontinue all further use and distribution of the Licensed Products.
b) Customer License Agreements granted by Licensee in accordance with this Agreement
will survive the expiration or termination of this Agreement in accordance with their terms.
10.3. No Damages for Termination. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR
DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ON
ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN
ACCORDANCE WITH ITS TERMS. LICENSEE WAIVES ANY RIGHT IT MAY HAVE TORECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF
THIS AGREEMENT UNDER THE LAW OF THE TERRITORY OR OTHERWISE, OTHER THAN
AS EXPRESSLY PROVIDED IN THIS AGREEMENT. Neither party will be liable to the other onaccount of termination or expiration of this Agreement for reimbursement or damages for the lossof goodwill, prospective profits or anticipated income, or on account of any expenditures,investments, leases or commitments made by either party or for any other reason whatsoeverbased upon or growing out of such termination or expiration.
10.4. Nonexclusive Remedy. The exercise by either party of any remedy under this Agreement
will be without prejudice to its other remedies under this Agreement or otherwise.
10.5. Survival. The rights and obligations of the parties contained in Sections 3 (Payments) (butonly with respect to amounts that are owed, but not yet paid, as of the date of any termination orexpiration of this Agreement), 5 (Confidentiality), 6 (Proprietary Rights), 8 (InfringementIndemnity), 9 (Limitations of Liability), and 11.3 (Effect of Termination) will survive the termination
or expiration of this Agreement.

11. GENERAL
11.1. Assignment. This Agreement will bind and inure to the benefit of each party's permitted
successors and assigns. Licensee may not assign this Agreement without Licensor’s writtenconsent, which consent will not be unreasonably withheld, except that Licensee may assign thisAgreement and any of its rights and obligations hereunder without permission to a successor
entity in the event of a merger, acquisition, sale of stock or assets or similar event. Any attempt toassign this Agreement in contravention of this Section 11.1 will be null and void.

5

11.2. Governing Law. This Agreement will be governed by and construed in accordance with thelaws of the State of California (except with respect to its conflict of laws principles). Application ofthe United Nations Convention on Contracts for the International Sale of Goods is expressly
excluded.
11.3. Severability. If any provision of this Agreement is found invalid or unenforceable, thatprovision will be enforced to the maximum extent permissible, and the other provisions of thisAgreement will remain in force.
11.4. Force Majeure. Except for payments due under this Agreement, neither party will be
responsible for any failure to perform due to causes beyond its reasonable control (each a "ForceMajeure"), including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military
authorities, denial of or delays in processing of export license applications, fire, floods,earthquakes, accidents, strikes, or fuel crises, provided that such party gives prompt written
notice thereof to the other party. The time for performance will be extended for a period equal tothe duration of the Force Majeure, but in no event longer than sixty (60) days.
11.5. Notices. All notices under this Agreement will be deemed given when delivered personally,sent by confirmed facsimile transmission, or sent by certified or registered mail or
nationally-recognized express courier, return receipt requested, to the address shown below or as
may otherwise be specified by either party to the other in accordance with this section.
11.6. Independent Contractors. The parties to this Agreement are independent contractors. Thereis no relationship of partnership, joint venture, employment, franchise, or agency between theparties. Neither party will have the power to bind the other or incur obligations on the other'sbehalf without the other's prior written consent.
11.7. Waiver. No failure of either party to exercise or enforce any of its rights under thisAgreement will act as a waiver of such rights.
11.8. Entire Agreement. This Agreement and its exhibits are the complete and exclusive
agreement between the parties with respect to the subject matter hereof, superseding andreplacing any and all prior agreements, communications, and understandings (both written andoral) regarding such subject matter. This Agreement may only be modified, or any rights under it
waived, by a written document executed by both parties. The parties have caused this Agreement
to be executed by their duly-authorized representatives as of the Effective Date.
IN WITNESS WHEREOF, this Agreement has been duly executed by authorized representativesof the parties hereto.
ZingSoft, Inc.

Licensee: _______________________

By: _____________________________

By: _____________________________

Name: __________________________

Name: __________________________

Title: ____________________________

Title: ____________________________

Address: 2105 Garnet Avenue

Address: _________________________San Diego, CA. 92109________________________________

6