Exhibit 10.1 


 


WATERFALL MASTER SERVICE AND SOFTWARE
LICENSE AGREEMENT


 


This Master Service and Software License
Agreement is entered into, effective as of the later date of signature below (the “Effective Date”), by Waterfall
International Inc., a Delaware corporation with a principal address at 25 Division Street, Suite 205, San Francisco, California
94103 U.S.A.  (“Waterfall”), and Archer USA Inc., a Delaware corporation with a principal address
at 2025 1st Ave, Suite 320, Seattle, WA 98121 (“Company”). Waterfall and Company may be referred to
herein individually as a “Party” and collectively as the “Parties.” This Master Service
Agreement, collectively with (a) all Order Forms agreed by the Parties online or in writing and (b) any other materials specifically
incorporated by reference herein, is referred to herein as the “Agreement.”


 


BACKGROUND


 


Waterfall and Company have entered into
an Asset Purchase Agreement dated [__________], 2014 (the “Purchase Agreement”) pursuant to which Company has
sold to Waterfall, and Waterfall has acquired all right, title, and interest in, certain assets for Company’s mobile marketing
technology and service provider business, as further described in the Purchase Agreement (the “Marketing Services
Business”). Included among the assets sold to Waterfall pursuant to the Purchase Agreement was the intellectual
property generally described as the “mFinity Platform” (sometimes referred to
as mBlade), an SMS messaging platform, consisting of user interfaces, a messaging engine and APIs. Company wishes to acquire
a license to use the mFinity Platform Software (defined in Exhibit A) to provide certain mobile messaging solutions and support
services to its Healthcare Customers and Partners (defined in Exhibit A) of Company’s Healthcare Business (defined in Exhibit
A).


 


For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree to these terms and conditions through their undersigned
authorized representatives:


 


		1.	SUMMARY



 


In connection
with Company’s Healthcare Business, the Parties enter into this Agreement (including its exhibits) to specify the terms
on which Waterfall licenses to Company (i) use of the Waterfall Service for Company’s Healthcare Business, and (ii) use
of a duplicate copy of the mFinity Platform Software that will be delivered and hosted in accordance with the terms set forth
in Exhibit B to this Agreement. 


 


		2.	DEFINITIONS



 


Capitalized terms in this Agreement have
the meaning stated in Exhibit A or elsewhere in this Agreement.


 


		3.	Waterfall
                                         Service



 


Waterfall will make the Service available
to Company in accordance with this Agreement and the relevant Order Forms during the applicable License Term. Company agrees that
Company’s purchases under this Agreement are not contingent on the delivery of any future results, functionality or features,
and are not dependent on any oral, written or implied representations, statements or commitments made by or for Waterfall (for
example, regarding any future results, functionality or features). Please see www.waterfall.com for additional information
regarding the Waterfall Service, e.g., pricing tiers and feature differences.


 


		4.	Term
                                         & Termination



 


4.1 Term. The Term of this Agreement
commences on the Effective Date. The Initial Term will be twelve (12) months. Upon expiration of the Initial Term, this Agreement
will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term
is greater than one year) at Waterfall's then-current rates for its Service, unless either party provides notice to the other
party of its intent not to renew the Agreement at least thirty (30) days prior to the end of the then-current term. The Initial
Term is referred to herein collectively with all such renewal terms as the “Term.”


 


		4.2	Termination.



Waterfall,
in its sole discretion, may suspend Company’s account and use of the Service, and/or terminate this Agreement immediately
if Company fails to comply with this Agreement (or an Order Form) in any material respect. Company may terminate this Agreement
(and all Order Forms hereunder) if Waterfall fails to perform its obligations under this Agreement (or an Order Form) in any material
respect, and Waterfall fails to cure such breach within sixty (60) days after receipt of reasonably detailed written notice of
such breach from Company.


 




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4.3 Effect of Termination. In the
event of any termination or expiration of this Agreement, those parts of this Agreement which by their nature and all relevant
circumstances reasonably should survive will survive (including, without limitation, the definitions, this Effect of Termination
provision, the Fees and Payment provisions, the Ownership provisions, the License Restrictions provisions, the Disclaimer of Warranties
provisions, the Indemnification provisions, the Limitation of Liability provisions, the Confidentiality provisions, the Assignment
provisions, and the General Terms). For the avoidance of doubt, the license granted in paragraph D of Exhibit B, will survive
any expiration or termination of this Agreement, except in the case of termination of this Agreement by Waterfall for Company’s
uncured material breach of such license, including any related restrictions on use of the Company-Version of the mFinity Platform.
If Waterfall terminates this Agreement for convenience (i.e., without cause), and Company sends a written request to Waterfall
before the termination effective date, Waterfall will make available to Company a file of Company’s End User Data and Company
Data within thirty (30) days after the termination effective date.


Subject to the preceding sentence, Company
agrees and acknowledges that Waterfall has no obligation to retain or provide any End User Data or Company Data, and may delete
such End User Data or Company Data, at any time (a) if Company violates this Agreement (including, but not limited to, any failure
to pay outstanding fees), or (b) after the termination effective date.


 


		5.	Fees
                                         & Payment



 


5.1 Fees. Company will pay all
fees or charges to Company’s account in accordance with Company’s applicable Order Form(s). These include, but are
not limited to, monthly service fees, messaging fees, voice call fees, short code fees, account fees, keyword fees, transaction
fees, technical support fees and client services fees. Waterfall reserves the right to modify its fees and charges, and to introduce
new charges, at any time upon at least 30 days prior notice to Company, which notice may be provided by email. Company also agrees
to pay (or reimburse Waterfall if Waterfall is required to pay directly) for any and all fees in connection with the registration,
provisioning, certification and use of Company’s short code(s) including but not limited to content distribution fees, message
transaction fees, and any surcharges, fines or penalties imposed by a wireless carrier or Authorized Distributor. All payment
obligations are non-cancelable and all amounts paid are non-refundable. Company is responsible for paying for all services Company
orders for the entire License Term, whether or not such services are actually used, irrespective of whether a purchase order is
issued.


Your authorized License Administrator
may order additional Service licenses and features by executing an additional written Order Form or using the Online Order Center.
Such additions are subject to the following: (i) the license for such additions will be coterminous with the preexisting
License Term (either Initial Term or renewal term); (ii) the fees and charges for such additions will be Waterfall’s then-current,
generally applicable fees and charges; and (iii) additions in the middle of a billing month will be charged for a pro-rata
portion of that billing month.


All pricing terms are Waterfall’s
confidential information and Company agrees to treat them in accordance with the confidentiality provisions below.


 


5.2 Payment. Waterfall charges
and collects in advance for use of its Service. Waterfall will automatically issue an invoice to Company each month, quarter or
year as applicable, in accordance with the terms of Company’s Order Form(s), or as otherwise mutually agreed. Fees for other
services will be charged on an as-quoted basis. Payments must be made monthly, quarterly or annually in advance, per the terms
mutually agreed in an Order Form or through the Online Order Center. Waterfall's fees are exclusive of all taxes, levies, or duties
imposed by taxing authorities, and Company will be responsible for payment of all such taxes, levies, or duties, excluding only
United States (federal or state) taxes based solely on Waterfall's income. Company agrees to provide Waterfall with complete and
accurate billing and contact information. This information includes Company’s legal company name, street address, email
address, and name and telephone number of an authorized billing contact and License Administrator. Company will update this information
within 30 days of any change to it. If the contact information Company has provided is false or fraudulent, Waterfall reserves
the right to terminate Company’s access to the Service, in addition to any other legal remedies. Unless Waterfall in its
discretion determines otherwise, Company will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes.
If Company believe Company’s bill is incorrect, Company must contact Waterfall in writing within 30 days of the relevant
invoice date to be eligible to receive an adjustment or credit.


 


5.3 Consequences of Non-Payment.
In addition to any other rights Waterfall may have, Waterfall reserves the right to suspend or terminate this Agreement and Company’s
access to the Service if Company’s account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears)
are subject to a service fee of one and one-half percent (1.5%) per month, or the maximum penalty permitted by law (whichever
is less), on any outstanding balance, plus all expenses of collection. Waterfall will continue to charge Company for the Service
during any period of suspension. If Company or Waterfall terminates this Agreement in accordance with Section 4.2, Company
will be obligated to pay the balance due on Company’s account computed in accordance with the Fees and Payment section of
this Agreement. Company agrees Waterfall may bill Company for such unpaid fees. Waterfall reserves the right to impose a reconnection
fee if Company is suspended and thereafter requests access to the Service.


 




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		6.	Acceptable
                                         Use of the Service



 


6.1 General. Waterfall may determine,
in its reasonable discretion, whether Company is violating the Acceptable Use policies set forth in this Section 6. Using
the Service in an abusive manner or any other manner that diminishes or interferes with anyone else’s use or enjoyment of
the Service is prohibited. Company also may not use the Service for any illegal activities or purposes, intentionally or unintentionally.
Company is responsible for all activity occurring under Company’s User accounts, and Company agrees to abide by all applicable
local, state, national and foreign laws, treaties and regulations in connection with Company’s use of the Service. Company
must: (i) notify Waterfall immediately of any unauthorized use of any password or account or any other known or suspected breach
of security; (ii) report to Waterfall immediately and use reasonable efforts to stop immediately any inappropriate copying
or distribution of Content that is known or suspected by Company or Company’s Users; and (iii) not impersonate another
Website user or provide false identity information to gain access to or use any of the Service or Content.


 


6.2 Short Codes,
Use of Keywords, Provisioning / Carrier Certification. Certain tiers of the Service allow Company to use Waterfall’s
shared short code(s), in Waterfall’s discretion. Use of the Service with a shared short code requires a unique keyword per
campaign. Company agrees not to reserve keywords and attempt to sell such keywords to a third party, except with Waterfall's prior
written consent. Any such behavior will be grounds for immediate termination of this Agreement and Company’s account. Further,
Waterfall will have the right, at any time, to reclaim keywords that Company has reserved but is not actively using. Company also
must not reserve or use any keywords that are a trademark, service mark or corporate name of another company (whether registered
or recognized under applicable common law). The Service allows Company to use Company’s own short code. Waterfall can lease
a short code on Company’s behalf, or Company can lease Company’s own short code at www.usshortcodes.com. Company
is responsible for reimbursing Waterfall fully and promptly for any payments made to reserve Company’s own short code(s).
Waterfall will help Company get Company’s short code(s) provisioned by the wireless carriers, and Waterfall will help Company
obtain all required certifications and authorizations. Waterfall will use commercially reasonable efforts to provision Company’s
short code(s) but cannot guarantee if or when Company’s short codes(s) will be provisioned or certified by the wireless
carriers. Company may not use any phone number or short code provided by Waterfall to route SMS messages over any other provider's
network. All SMS messages sent and received for a phone number or short code provided by Waterfall must be sent and received exclusively
via Waterfall’s Service.


 


6.3 Prohibited
Conduct. The following are some other examples of conduct using the Service that are prohibited (this list is not exhaustive):


		·	Harming
                                         any minors;



		·	Engaging
                                         in any fraudulent conduct in connection with Company’s account (including, without
                                         limitation, circumventing any classified advertising or other phone identification systems);



		·	Misleading
                                         anyone regarding the origin or sender of any phone call or message sent using Company’s
                                         account (e.g., by creating a false or misleading identity, phone number or email address);



		·	Using
                                         the Service in a way not expressly authorized by Waterfall or that subjects Waterfall
                                         or any third parties to any threat or liability;



		·	Participating
                                         in any activity prohibited by the U.S. Federal Communications Commission, or otherwise
                                         violating any U.S. or foreign laws regarding transmission of software, other technology
                                         or data;



		·	Transmitting
                                         material that contains any viruses, trojan horses, worms or other malicious or harmful
                                         code;



		·	Transmitting
                                         any material that violates any intellectual property rights (e.g., copyright, trademark
                                         or rights of publicity) of any third parties;



		·	Using
                                         any of the Waterfall Marks in a manner not expressly permitted by this Agreement;



		·	Engaging
                                         in any activities or transmitting any content that is libelous or defamatory, or that
                                         is otherwise illegally discriminatory, malicious, threatening, harassing, obscene, vulgar,
                                         harmful or invasive of anyone’s privacy;



		·	Launching
                                         or facilitating (whether intentionally or unintentionally) a denial of service attack
                                         on any of the Service, or otherwise negatively affecting the availability or stability
                                         of the Service or of any networks connected to the Service;



		·	Reverse
                                         engineering or probing any component of the Service, seeking vulnerabilities or attempting
                                         to circumvent any access controls, security measures or filtering;



		·	Participating
                                         in or facilitating any harassing or unwanted messages, phone calls, mobile push notifications,
                                         voicemail or faxes; 



		·	Conducting
                                         any unsolicited advertising or marketing activities (for example, any activities that
                                         violate anti-spamming laws and regulations like the CAN SPAM Act of 2003, the Telephone
                                         Consumer Protection Act and the Do-Not-Call Implementation Act);



		·	Violating
                                         any applicable carrier or wireless industry guidelines or best practices (e.g., those
                                         regarding data privacy or transmission of technical or personal data), the CTIA and Mobile
                                         Marketing Association's Code of Conduct for Mobile Marketing, or the U.S. Consumer Best
                                         Practice Guidelines located at www.ctia.org and www.mmaglobal.com;



		·	Using
                                         SMS or mobile push notifications in a manner inconsistent with the person-to-person nature
                                         of mobile communications;



		·	Collecting
                                         or storing any personal information about third parties (e.g., email addresses or phone
                                         numbers) without their express consent or in violation of any other provisions in the
                                         “Acceptable Use of The Service” portion of this Agreement;



 




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		·	Using
                                         the Service in any manner that violates any applicable third-party requirements or policies
                                         communicated by Waterfall; and



		·	Offering
                                         to any users any services that permit a user to connect with emergency services personnel
                                         (e.g., 911 or E911).



 


		7.	Ownership,
                                         Licenses & Data



 


7.1 Ownership.
Waterfall alone (and its licensors, where applicable) own all right, title and interest (including all related Intellectual Property
Rights) in and to the Waterfall Technology, mFinity Platform Software, the Waterfall Content and the Service, as well as any suggestions,
ideas, enhancement requests, feedback, recommendations or other information provided by Company or any other party relating to
the Waterfall Technology or Service (collectively, “Feedback”). If Company chooses to provide any Feedback
to Waterfall, Waterfall will own all right, title, and interest in and to it, even if Company has designated it as confidential,
and Waterfall will have the right to use such Feedback without restriction. Similarly, any other information or content Company
post or provide to Waterfall through comments, forums, emails or other communications (collectively, "Communications")
will be deemed the property of Waterfall. Company hereby irrevocably assigns all right, title and interest in and to the Feedback
and Communications to Waterfall, and agrees to provide Waterfall any assistance Waterfall may require to perfect and maintain
our rights in the Feedback and Communications. This Agreement is not a sale and do not convey to Company any rights of ownership
in or related to the Service, the Waterfall Technology, the mFinity Platform Software, or any Intellectual Property Rights owned
by Waterfall. Unless otherwise noted, the graphic images, text and other material on the Waterfall website are the exclusive property
of Waterfall and are Copyright © Waterfall International Inc. All rights reserved. The Waterfall and Waterfall Mobile names
and logo, and the product and service names and logos associated with the Service are trademarks or registered trademarks of Waterfall
in the United States and foreign countries; Company has no right or license to use any of them without Waterfall’s express
prior authorization. All uses of the Waterfall trademarks, and all goodwill associated therewith, will inure to the benefit of
Waterfall. Other company, product, and service names mentioned on the Waterfall website or in the course of providing the Service
may be trademarks and/or service marks of others. Company must not remove, obscure, or alter any notice of any trademark, service
mark or other intellectual property or proprietary right appearing on the Waterfall website or contained within the Service.


 


7.2
License Grants and Restrictions.


		a.	License Grant for Service.
                                         Subject to the terms and conditions of this Agreement (including the applicable Order
                                         Form(s)), Waterfall hereby grants to Company a limited, non-exclusive, non-transferable,
                                         worldwide, revocable right and license (without right to sublicense) to access and use
                                         the Service during the Term of this Agreement. All rights relating to the Service that
                                         are not expressly granted to Company in this Agreement are expressly reserved by Waterfall.
                                         Certain aspects of the Service offer integration capabilities via one or more Waterfall
                                         application programming interfaces (“API”). The Waterfall API enables
                                         others, including application developers and website operators, to retrieve data from
                                         Waterfall Service or provide data to Waterfall Service. Access to the Waterfall API requires
                                         a separate developer account and API key, which may be available from Waterfall in Waterfall’s
                                         sole discretion. The number of API calls Company can make per account may be limited
                                         as more fully described in Waterfall’s developer portal located at http://apidocs.waterfall.com/.



		b.	License Grant for mFinity Platform
                                         Software: The license grant for the mFInity Platform Software is set forth in Exhibit
                                         B to this Agreement.



		c.	License Restrictions for Services.
                                         Company may not access or use any of the Service if Company is currently, or is actively
                                         considering becoming a competitor of Waterfall in the Marketing Services Business, except
                                         with Waterfall's prior written consent. In addition, Company may not access any of the
                                         Service for purposes of monitoring its availability, performance or functionality, or
                                         for any other benchmarking or purposes competitive with Waterfall. Company must not:
                                         (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise
                                         commercially exploit or make available to any third party any of the Service or the Content
                                         in any way, except with Waterfall's prior written consent; (ii) modify or make derivative
                                         works based upon any of the Service or the Content or otherwise remove, decompile, disassemble
                                         or reverse engineer any Waterfall website software or use any network monitoring or discovery
                                         software to determine the Waterfall website architecture; (iii) create Internet "links"
                                         to any of the Service or "frame" or "mirror" any Content on any other
                                         server or wireless or Internet-based device or otherwise make any portion of the Waterfall
                                         website available through any timesharing system, service bureau, the Internet or any
                                         other technology now existing or developed in the future; or (iv) reverse engineer or
                                         use any of the Service to (a) build a competitive product or service, (b) build
                                         a product or service using similar ideas, features, functions or graphics of any of the
                                         Service, (c) copy, print, republish, display, distribute, transmit, sell, rent, lease,
                                         loan or otherwise make available in any form or by any means all or any portion of the
                                         Waterfall website, including ideas, features, functions or graphics, or any Waterfall
                                         Content and Materials retrieved therefrom, (d) use the Waterfall website or any materials
                                         obtained from the Waterfall website to develop, or as a component of, any information,
                                         storage and retrieval system, database, information base, or similar resource (in any
                                         media now existing or hereafter developed), that is offered for commercial distribution
                                         of any kind, including through sale, license, lease, rental, subscription, or any other
                                         commercial distribution mechanism, (e) create any compilations or derivative works of
                                         any Content or Materials from the Waterfall website, (f) copy or resell any marketing,
                                         training or other materials such as slides, advice, guidance, or frameworks provided
                                         by Waterfall, or (g) remove, change or obscure any copyright, trademark or other proprietary
                                         notice, or any Terms of Service governing the Waterfall website. Company must use the
                                         Service only for legitimate business purposes, and Company must not engage in any of
                                         the other prohibited conduct identified in this Agreement.



 




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		d.	License Restrictions for mFinity
                                         Platform License: The license restrictions applicable to the mFInity Platform License
                                         are set forth in Exhibit B to this Agreement.



 


7.3 Data. As between Waterfall
and Company, Company will own all End User Data and other Company Data. However, Waterfall also collects aggregate data that is
not personally-identifiable, including, without limitation, end user usage and behavioral data as they relate to the Service (the
"Aggregate Data") Company acknowledges and agrees that Waterfall will be the sole and exclusive owner of such
Aggregate Data. Company, not Waterfall, has sole responsibility for ensuring the accuracy, quality, integrity, legality, security,
reliability, appropriateness, and intellectual property ownership or right to use all End User Data and other Company Data. Waterfall
will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Company Data.
Notwithstanding the above, Waterfall may remove any Company Data from the Service that violates any guidelines or policies set
forth by (i) a wireless carrier, (ii) the Mobile Marketing Association, (iii) the CTIA, (iv) mobile device manufacturers,
(v) any Authorized Distributor, or (vi) Waterfall.


 


		8.	SUPPORT
                                         & OTHER PROFESSIONAL SERVICES



 


8.1 Standard
Support. Unless Waterfall and Company have entered into a separate written agreement for technical support services for the
Service, Waterfall will provide only the following basic support to Company (limited to the Term):


		a.	access to any bug fixes and updates
                                         that Waterfall makes commercially available to its other licensees;



		b.	Company may report issues and questions
                                         related to the Service, and receive notification of the availability of any bug fixes
                                         and updates that Waterfall makes commercially available to its other licensees; and



		c.	acknowledgment of issues and questions
                                         reported in writing by Company to Waterfall.



			



8.2 Additional
Support. If Company enters into a separate written agreement with Waterfall for additional technical support services for
the Service, then Waterfall will provide such support in return for timely payment of the applicable fees in accordance with that
separate agreement.


 


8.3 Professional Services. Subject
to the terms and conditions of this Agreement, Waterfall may provide to Company other professional services in accordance with
the applicable Order Form(s) mutually agreed by the Parties. Company will reimburse Waterfall’s reasonable travel and incidental
expenses (e.g., airfare, lodging, meals, taxis, rental cars, parking and WiFi access) incurred in connection with providing such
services, if any.


 


		9.	Privacy
                                         and Publicity



 


Waterfall's privacy policy is located
at http://www.waterfall.com/legal and is hereby incorporated into this Agreement by reference. Waterfall reserves the right
to modify our privacy policy from time to time. Company may be asked whether or not Company wishes to receive marketing and other
non-critical communications relating to the Service from time to time. Company may opt-out of receiving such communications at
that time, or at any subsequent time, by clicking a link at the bottom of any email. Note that because the Service is hosted and
online, Waterfall occasionally may need to notify all users (whether or not they have opted-out as described above) of important
announcements regarding the Service. Company also agrees Waterfall may use Company’s name and logo solely to list Company
as a customer in our marketing and promotional materials (e.g., on the Waterfall website).


 




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		10.	Third-Party
                                         Applications & Interactions



 


While using the Service, Company may enter
into correspondence with, purchase goods and/or services from, or participate in promotions of, advertisers, sponsors or other
third parties showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties
or representations associated with such activity, are solely between Company and the relevant third parties. Waterfall does not
endorse, recommend or sponsor any products, services or websites that are promoted by users or other third parties through the
Service. Company also acknowledges and agrees that Waterfall may offer integration of certain Third-Party Applications with the
Service, and certain third-party providers of ancillary or related software, hardware or services may require Company’s
agreement to additional or different license or other terms prior to Company’s use of or access to such software, hardware
or services. If Company installs or enables any Third-Party Applications for use with the Service, Company acknowledge that (a) Waterfall
may allow providers of those Third-Party Applications to access Company Data as required for the interoperation of such Third-Party
Applications with the Service, and (b) Waterfall will not be responsible for any disclosure, modification, use or deletion of
Company Data resulting from any such access by Third-Party Application providers. Features of the Service that interoperate with
such Third-Party Applications (e.g., Facebook, Twitter, Apple, etc.) depend on the continuing availability of such Third-Party
Application APIs for use with the Service. Waterfall does not guarantee any aspect of a Third-Party Application, including, without
limitation, the availability, security or reliability of third-party APIs or data exchanges. If any Third-Party Application provider
ceases to make their APIs available, or modifies the way in which their APIs work, Waterfall may cease providing the corresponding
Service feature(s) without entitling Company to any refund, credit, or other compensation from Waterfall.


WATERFALL AND ITS LICENSORS HAVE NO LIABILITY,
OBLIGATION OR RESPONSIBILITY FOR ANY CORRESPONDENCE, PURCHASE OR PROMOTION BETWEEN COMPANY AND ANY THIRD PARTIES. IN NO EVENT
WILL WATERFALL OR ITS LICENSORS BE RESPONSIBLE FOR, OR HAVE ANY LIABILITY IN CONNECTION WITH ANY THIRD PARTY CONTENT, PRODUCTS,
SERVICES OR OTHER MATERIALS PROVIDED OR OBTAINED THROUGH ANY THIRD PARTY IN THE COURSE OF USING THE SERVICE.


 


		11.	Limited
                                         Representations & Warranties



 


Each Party represents and warrants that
it has the legal power and authority to enter into this Agreement. Company further represents and warrants that Company will not
falsely identify itself or provide any false information in the course of gaining access to or using any of the Service.


 


		12.	Disclaimer
                                         of Warranties



 


EXCEPT AS EXPRESSLY STATED IN THE PRECEDING
SECTION OF THIS AGREEMENT:


 


		12.1	THE SERVICE, THE WATERFALL TECHNOLOGY,
                                         MFINITY PLATFORM SOFTWARE, CONTENT AND ANY THIRD-PARTY APPLICATION ARE PROVIDED ON AN
                                         “AS IS” AND “AS AVAILABLE” BASIS; WATERFALL AND ITS OWNERS, EMPLOYEES,
                                         AGENTS, AFFILIATES AND LICENSORS MAKE NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE
                                         RELIABILITY, TIMELINESS, QUALITY, PERFORMANCE, SUITABILITY, RESULTS, TRUTH, AVAILABILITY,
                                         ACCURACY OR COMPLETENESS OF THE SERVICE, THE MFINITY PLATFORM SOFTWARE, THE WATERFALL
                                         TECHNOLOGY, OR ANY CONTENT OR THIRD-PARTY APPLICATION;



 


		12.2	WITHOUT LIMITING THE PRECEDING SENTENCE,
                                         WATERFALL AND ITS OWNERS, EMPLOYEES, AGENTS, AFFILIATES AND LICENSORS DO NOT REPRESENT
                                         OR WARRANT THAT (i) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE
                                         OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) THE
                                         SERVICE WILL MEET COMPANY’S REQUIREMENTS OR EXPECTATIONS, (iii) ANY STORED DATA
                                         WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION,
                                         OR OTHER MATERIAL PURCHASED OR OBTAINED BY COMPANY THROUGH THE SERVICE WILL MEET COMPANY’S
                                         REQUIREMENTS OR EXPECTATIONS, (v) ERRORS OR DEFECTS WILL BE CORRECTED, OR (vi) THE
                                         SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER
                                         HARMFUL COMPONENTS; AND



 


		12.3	ALL CONDITIONS, REPRESENTATIONS AND
                                         WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION,
                                         ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT
                                         OF THIRD PARTY RIGHTS), ARE HEREBY DISCLAIMED. THE SERVICE MAY BE SUBJECT TO LIMITATIONS,
                                         DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS,
                                         INCLUDING THOSE UNDER THE CONTROL OF WIRELESS CARRIERS, WATERFALL'S AUTHORIZED DISTRIBUTORS
                                         AND THIRD-PARTY APPLICATION PROVIDERS. WATERFALL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY
                                         FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.



 




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THE SERVICE DOES NOT, AND IS NOT INTENDED
TO, SUPPORT OR CARRY EMERGENCY CALLS TO POLICE, FIRE, AMBULANCE OR ANY EMERGENCY SERVICES (FOR EXAMPLE 911 OR E911). ACCORDINGLY,
WATERFALL AND ITS OWNERS, EMPLOYEES, AGENTS, AFFILIATES AND LICENSORS EXPRESSLY DISCLAIM ANY WARRANTIES OR LIABILITY (AND COMPANY
HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION) ARISING FROM OR RELATING TO COMPANY’S INABILITY TO USE THE SERVICE
TO CONTACT ANY EMERGENCY SERVICES.


 


		13.	Indemnification



 


Company will defend, indemnify and hold
harmless Waterfall, its affiliates and their respective parent organizations, subsidiaries, affiliates, officers, directors, shareholders,
employees, attorneys, representatives and agents from and against any and all claims, causes of action, costs, damages, losses,
liabilities and expenses (including, without limitation, attorneys' fees, costs and expenses) arising out of or relating to any
third party claim based on:


		a.	a breach of this Agreement by Company
                                         or a Company User;



		b.	infringement of any third party Intellectual
                                         Property Right by any Company Content;



		c.	Company’s use of End User Data
                                         or other Company Data.



With respect to any such third party claims,
Waterfall will: (i) give Company written notice of the claim promptly; (ii) give Company sole control of the defense and
settlement of the claim (provided that Company may not, without Waterfall’s prior written consent, settle any claim unless
Waterfall is unconditionally released of all liability and such settlement does not adversely affect Waterfall's interests); and
(iii) give Company reasonable information, cooperation and assistance in connection with the claim, at Company’s expense.


 


		14.	Limitation
                                         of Liability



 


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, AND EXCEPT WITH RESPECT TO COMPANY’S LIABILITY UNDER SECTION 5 (FEES & PAYMENT), SECTION 6.3 (PROHIBITED CONDUCT),
SECTION 7.2(b) (LICENSE RESTRICTIONS), AND SECTION 13 (INDEMNIFICATION):


 


		A.	IN NO EVENT WILL EITHER PARTY OR THEIR
                                         RESPECTIVE OWNERS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES OR LICENSORS BE LIABLE
                                         UNDER THIS AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR
                                         EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO (i) THE SERVICE OR THIS AGREEMENT
                                         (INCLUDING, WITHOUT LIMITATION, FOR ANY LOSS OF DATA, REVENUE, PROFITS, USE, GOODWILL
                                         OR OTHER ECONOMIC ADVANTAGE, OR BASED ON ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE,
                                         OR DUE TO ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION IN THE SERVICE), (ii) THE USE
                                         OF ANY INFORMATION OR SOFTWARE PROVIDED ON THE WATERFALL WEBSITE, OR (iii) ANY FAILURE
                                         BY WATERFALL TO PROVIDE ANY SUCH INFORMATION OR SOFTWARE;



		B.	IN NO EVENT WILL THE TOTAL, AGGREGATE
                                         LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS,
                                         EMPLOYEES, AGENTS, REPRESENTATIVES AND SUPPLIERS FOR ANY AND ALL CLAIMS ARISING OUT OF
                                         OR RELATING TO THE SERVICE OR THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY
                                         COMPANY TO WATERFALL IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS
                                         GIVING RISE TO SUCH CLAIM(S); AND



		C.	IF COMPANY HAS ANY DISPUTE WITH ANY
                                         THIRD PARTIES RELATING TO COMPANY’S USE OF THE WATERFALL WEBSITE, SERVICES OR CONTENT,
                                         OR COMPANY IS DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, (i) COMPANY
                                         HEREBY RELEASES WATERFALL AND ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
                                         AGENTS, REPRESENTATIVES AND SUPPLIERS FROM, AND (ii) COMPANY COVENANTS NOT TO SUE, OR
                                         INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST, OR ASSERT ANY CLAIM OR DEMAND
                                         AGAINST, WATERFALL OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
                                         AGENTS, REPRESENTATIVES OR SUPPLIERS FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER
                                         DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE,
                                         KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR
                                         UNDISCLOSED, RELATING TO ANY SUCH DISPUTE BETWEEN COMPANY AND ANY THIRD PARTIES.



 




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THE LIMITATIONS OF LIABILITY IN THIS SECTION
14 APPLY TO ALL LIABILITY AND CLAIMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT
LIABILITY, WARRANTY OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF ANY ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY.
THESE LIMITATIONS OF LIABILITY ARE A FUNDAMENTAL BASIS OF THE BARGAIN REFLECTED IN THESE TERMS AND THE PRICING OF THE SERVICE,
AND BOTH PARTIES UNDERSTAND AND AGREE WATERFALL WOULD NOT PROVIDE THE SERVICE TO COMPANY WITHOUT THESE LIMITATIONS OF LIABILITY.


 


		15.	Confidentiality



 


The Parties presumably may disclose Confidential
Information in connection with the Waterfall Service and the Parties’ relationship under this Agreement. Accordingly, the
Receiving Party will take commercially reasonable steps to avoid unauthorized disclosure or dissemination of the Disclosing Party’s
Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar
nature. All Confidential Information will remain the exclusive property of the Disclosing Party.


The Receiving Party will disclose the
Disclosing Party’s Confidential Information only to its employees and contractors who (i) have a legitimate business need
to know such Confidential Information for purposes of performing under this Agreement (and only while they have that need), and
(ii) are bound by confidentiality agreements with the Receiving Party at least as protective of the Disclosing Party’s
Confidential Information as this section of this Agreement (their respective “Personnel”). The Receiving Party
will ensure its Personnel comply with this section of this Agreement, will promptly notify the Disclosing Party of any breach,
and will be fully responsible for any breach by the Receiving Party’s Personnel.


The above obligations under this Section
15 will apply for two (2) years from the date the relevant Confidential Information is first disclosed to the Receiving Party.
Additionally, the Parties each acknowledge and agree that the receipt of Confidential Information in connection with their relationship
under this Agreement will not create any obligation in any way limiting or restricting the assignment of employees or contractors.
Furthermore, nothing contained in this Agreement will be construed as preventing any employees or contractors of either Party
from using any “residuals” of the Confidential Information (i.e., information in non-tangible form that is retained
in the unaided memories of employees or contractors who had access to the Confidential Information).


Notwithstanding the foregoing, if any
court or other governmental entity with competent jurisdiction requires the Receiving Party to disclose any of the Disclosing
Party’s Confidential Information, the Receiving Party may comply with its legal obligations after giving the Disclosing
Party prompt, reasonably detailed written notice regarding such required disclosure (including a copy of the relevant order or
other legal process) to allow the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party
will disclose only such information as it reasonably deems is legally required, and will cooperate reasonably with the Disclosing
Party to obtain confidential treatment for any of the Disclosing Party’s Confidential Information that is so disclosed.
Similarly, the Receiving Party may disclose the Disclosing Party’s Confidential Information on a "need-to-know"
basis to its legal counsel, accountants, banks and other financing sources and advisors under commercially reasonable confidentiality
agreements.


Upon termination or expiration of this
Agreement, or at the request of the Disclosing Party, the Receiving Party will promptly return all tangible material embodying
the Disclosing Party’s Confidential Information, and will destroy (or, in the case of electronic embodiments, permanently
erase) all other tangible material containing or reflecting such Confidential Information (in any form, including, without limitation,
all summaries, copies and excerpts) in its possession or under its control, whether prepared by the Disclosing Party, the Receiving
Party, or their respective advisors or otherwise, and will not retain any copies, extracts or other reproductions in whole or
in part of such materials.


For the avoidance of doubt, the Parties
acknowledge and agree that the Receiving Party may develop products, services, concepts, systems or techniques that are similar
to or compete with the products, services, concepts, systems or techniques contemplated by or embodied in the Disclosing Party's
Confidential Information, provided that the Receiving Party (a) can document that such development occurred independently without
any use of the Disclosing Party’s Confidential Information, (b) does not violate any of its obligations under this Agreement,
and (c) does not reverse engineer any of the Disclosing Party's Confidential Information.


 


		16.	Export
                                         Control and Local Laws



 


This site provides services, and uses
software and technology, that may be subject to United States export controls administered by the U.S. Department of Commerce,
the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies, as well as the export control
regulations of other countries. As a user of this site, Company must not use the Waterfall website or the Service in, or permit
the Waterfall website, any Service, any Content, or any underlying information, software or technology, to be transferred, exported,
re-exported or otherwise provided to, any countries regarding which the United States, Switzerland or the European Union maintains
an embargo (collectively, "Embargoed Countries"). Company also must not transfer, export, re-export or otherwise
provide the Waterfall website, any of the Service, any Content, or any underlying information, software or technology, to (a)
any nationals or residents of any Embargoed Countries, or (b) any person or entity on the U.S. Department of Treasury's List of
Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated
Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice, so Company
should check those lists frequently to ensure Company comply.


 




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Company represents and warrants that Company
and its officers, directors and owners are not, and are not under the control of a Designated National, and are not located in,
under the control of, or a national or resident of any Embargoed Country. Company agrees to comply strictly with all U.S., Swiss
and European Union export laws, and Company assumes sole responsibility for obtaining any licenses required to export or re-export.


The Waterfall website also may use encryption
technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774
and Council Regulation (EC) No. 1334/2000. Waterfall makes no representation that the Waterfall website, the Service or any Content
is appropriate or available for use in other locations. If Company use the Waterfall website, Service or Content from outside
the United States of America, Switzerland and the European Union, Company is solely responsible for complying with all applicable
laws, including, without limitation, export and import regulations of other countries. Any diversion or export of Content or End
User Data contrary to the laws of United States, Switzerland or European Union (including European Union Member States) is strictly
prohibited. Finally, Company is not permitted to use the Waterfall website, the Service, any Content, or any information acquired
through the use of the Waterfall website, the Service or any Content, for any nuclear activities, chemical or biological weapons,
or missile projects, unless specifically authorized by the United States government or an authorized European governmental body
for such purposes.


 


		17.	U.S.
                                         Government Contract Provisions



 


This Agreement governs Company’s
license to use the Waterfall website, Service and Content. No government procurement regulation or contract clauses or provisions
will be considered a part of any transaction between the Parties under this Agreement unless its inclusion is required by statute,
or mutually agreed upon in writing by the Parties in connection with a specific transaction. The technical data and computer software
covered by this license are “Commercial Items,” as that term is defined by the FAR 2.101 (48 C.F.R. 2.101), and are
“commercial computer software” and “commercial computer software documentation” as specified under FAR
12.212 (48 C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. The Waterfall website, the Service and Content
are provided to end users for use by and on behalf of the U.S. Government, with only those rights as are granted to all other
end users under the terms and conditions in this Agreement. Use for or on behalf of the U.S. Government is permitted only if the
individual using the Waterfall website, the Service or Content is properly authorized by an appropriate U.S. Government official.
This paragraph of this Agreement is in lieu of, and supersedes, any other FAR, DFARS, or other provision that addresses government
rights in computer software or documentation covered by this Agreement. All copyright licenses granted to the U.S. Government
are coextensive with the technical data and computer software licenses granted in this Agreement. The U.S. Government will only
have the right to reproduce, distribute, perform, display, and prepare derivative works as needed to implement those rights.


 


		18.	Notices



 


Waterfall may provide notices to Company
relating to the Service by posting a general notice on the Waterfall website, or by sending email to the email address Company
provided in Company’s account information on the Waterfall website, or by written communication sent by first class mail
or pre-paid post to the mailing address Company provided in Company’s account information on the Waterfall website. Such
notice will be deemed given forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or
twelve (12) hours after sending (if sent by email). Company may give notice to Waterfall (such notice will be deemed given when
received by Waterfall) at any time by any of the following: letter delivered by nationally recognized overnight delivery service
or first class postage prepaid mail to the attention of Waterfall’s Chief Financial Officer at the following address: Waterfall
International Inc., 25 Division Street, Suite 205, San Francisco, CA 94103.


 


		19.	Assignment



 


This Agreement may not be assigned or
otherwise transferred by Company, including, without limitation, by operation of law in connection with a merger or acquisition,
without the prior written approval of Waterfall. Any purported assignment in violation of this section will be void. Waterfall
may, however, assign or transfer its rights and obligations under this Agreement, without Company’s consent, to (i) a parent
or subsidiary of Waterfall, (ii) an acquirer of Waterfall assets, or (iii) Waterfall’s successor by merger. This Agreement
will be binding upon, and inure to the benefit of, the Parties’ respective successors and permitted assigns.


 




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		20.	General
                                         Terms



 


		20.1	This Agreement is and will be governed
                                         exclusively by California law and controlling United States federal law, without regard
                                         to the choice or conflicts of law provisions of any jurisdiction. The provisions of the
                                         United Nations Convention on Contracts for the International Sale of Goods, and of the
                                         Uniform Computer Information Transactions Act (UCITA) will not apply to the Parties’
                                         relationship or this Agreement in any manner whatsoever.



		20.2	Any disputes, actions, claims or causes
                                         of action arising out of or in connection with this Agreement, the Waterfall website,
                                         the Service or the Content will be subject to the exclusive jurisdiction of the state
                                         and federal courts located in San Francisco, California. The Parties irrevocably submit
                                         to the jurisdiction of those courts and waive any objection they may have to such jurisdiction
                                         and venue.



		20.3	In the event of any litigation arising
                                         out of or relating to the Waterfall website, any aspect of the Service, any Content or
                                         this Agreement, the prevailing Party will be entitled to recover its reasonable attorneys’
                                         fees, costs and expenses (including, without limitation, expert witness fees and costs
                                         on appeal).



		20.4	Except for payment obligations, neither
                                         Party will be liable under this Agreement by reason of any failure or delay in the performance
                                         of its obligations under this Agreement on account of strikes, shortages, riots, insurrection,
                                         fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions,
                                         earthquakes, material shortages, or any other cause beyond the reasonable control of
                                         such Party.



		20.5	The Parties are independent contractors.
                                         No joint venture, partnership, employment, franchise or agency relationship exists between
                                         Waterfall and Company as a result of this Agreement or use of any Service or Content,
                                         and neither Party may suggest otherwise.



		20.6	If any provisions of this Agreement
                                         are held by a court of competent jurisdiction to be invalid or unenforceable, then such
                                         provisions will be severed and construed, as nearly as possible, to reflect the Parties’
                                         intentions, with all other provisions remaining in full force and effect.



		20.7	The failure of either Party to enforce
                                         any right or provision in this Agreement will not constitute a waiver of such right or
                                         provision, unless acknowledged and agreed in writing.



		20.8	Any ambiguity in this Agreement will
                                         not be construed against Waterfall due to Waterfall’s role in drafting it. Company
                                         specifically acknowledges that Company has had a reasonable opportunity to consult Company’s
                                         own attorney regarding this Agreement, and to negotiate it with Waterfall.



		20.9	In the event of any conflict between
                                         this Agreement and any Order Forms, the Order Forms will take precedence and prevail.



		20.10	The Agreement may be signed in duplicate
                                         originals, or in separate counterparts, which are effective as if the Parties signed
                                         a single original. A facsimile, scanned, pdf or other electronic version of an original
                                         signature transmitted to the other Party is effective as though the original were sent
                                         to the other Party.



		20.11	This Agreement may only be modified
                                         upon mutual written agreement by both Parties.



		20.12	This Agreement, together with any
                                         mutually agreed Order Form and the related terms referenced in this Agreement, comprise
                                         the entire agreement between Waterfall and Company, and supersedes all prior or contemporaneous
                                         negotiations, representations, discussions, communications or agreements, whether written
                                         or oral, between the Parties regarding the subject matter addressed in this Agreement.
                                         No text or information set forth on any purchase order, preprinted form or document (other
                                         than an Order Form approved in writing by Waterfall, if applicable) can add to or vary
                                         any terms or conditions of this Agreement.



 


ACCEPTED AND AGREED BY THE PARTIES’
DULY AUTHORIZED REPRESENTATIVES AS OF THE EFFECTIVE DATE:


 


WATERFALL:


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Date:	 	 
	 	 	 
	COMPANY:	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Date:	 	 


 




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EXHIBIT A


(DEFINITIONS)


 


This is Exhibit A to the Waterfall
Master Service and Software License Agreement between Waterfall and Company (the “Agreement”), forms part of
the Agreement, and is subject to the terms and conditions of the Agreement. Any capitalized terms not defined in this Exhibit A
have the meaning indicated elsewhere in the Agreement (including its exhibits).


 


The following definitions apply to the Agreement:


 


		1.	"Authorized Distributors"
                                         means the wireless carriers, wireless message aggregators, telephone companies and other
                                         third-party distributors that Waterfall has contracted with or uses in connection with
                                         providing the Service.



		2.	“Confidential Information”
                                         means information and tangible materials disclosed by one Party (the “Disclosing
                                         Party”) to the other Party (the “Receiving Party”) in connection
                                         with the Parties’ relationship under this Agreement that is marked “Confidential”
                                         (or a similar marking) with respect to tangible materials, or, if disclosed orally, is
                                         identified as confidential at the time of disclosure or in a subsequent written communication
                                         received within five (5) business days after disclosure. The Waterfall Technology also
                                         constitutes Confidential Information of Waterfall. For purposes of this Agreement, “Confidential
                                         Information” will not, however, include information or materials the Receiving
                                         Party can prove through verifiable, objective evidence:



		(a)	became part of the public domain
                                         without breach of this Agreement;



		(b)	was known to the Receiving Party
                                         prior to its receipt from the Disclosing Party;



		(c)	was rightfully received from a
                                         third party that did not acquire or disclose such information or materials by a wrongful
                                         or tortious act or in breach of any confidentiality obligation to the Disclosing Party;
                                         or



		(d)	was developed independently by
                                         or for the Receiving Party without use of or reference to any Confidential Information
                                         of the Disclosing Party.



		3.	"Company Data"
                                         means any data, information, materials or multimedia content relating to Company and
                                         its personnel that Company provide or submit to the Waterfall Service in the course of
                                         using the Service.



		4.	"Content" means
                                         the text, audio and visual elements, URL links, documents, software, products, services
                                         or other information contained in, linked to, or attached to messages sent out by Company
                                         through the Waterfall Website or Service, or on Company’s behalf by Waterfall.



		5.	“Documentation”
                                         shall mean any manuals, user guides, specifications, technical documentation or other
                                         documentation.



		6.	"End User Data"
                                         means any information that is collected by the Service from individual users interacting
                                         with a Waterfall marketing or CRM campaign (e.g., mobile telephone number, wireless carrier,
                                         email address).



		7.	“Healthcare Business”
                                         means the Company’s provision of services and solutions directly to entities in
                                         the healthcare industry (collectively, as further defined I Section 8 below, “Healthcare
                                         Customers and Partners”) using the Company-Version mFinity Platform solely for
                                         the following purposes: (i) Patient Engagement:  Communications between healthcare
                                         providers and patients, caregivers and related parties; (ii) Medication Engagement: 
                                         Communications regarding medication, including medication adherence and compliance and
                                         educational communications; (iii) Member Engagement:  Communications between health
                                         insurers and their actual and potential members; and (iv) Employee Engagement: 
                                         Communications between employers and employees regarding business matters, including
                                         but not limited to HR communications, such as employee benefits plans, wellness programs,
                                         and other employee education communications. Without limiting the generality of the foregoing,
                                         Healthcare Business specifically excludes marketing communications for non-provider supplied
                                         healthcare products including, for example, drug promotion campaigns and insurer member
                                         acquisition campaigns.



 




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		8.	“Healthcare Customers
                                         and Partners” means the entities identified in Schedule 4.11(c) to the Purchase
                                         Agreement. Following the Effective Date of this Agreement, from time to time Company
                                         may wish to sign up additional entities as Healthcare Customers and Partners. So long
                                         as this Agreement is in effect, Company agrees to provide Waterfall with ten (10) days
                                         advance written notice prior to onboarding such new entities.



		9.	"Initial
                                         Term" means the term of the Parties’ Agreement, beginning on the contract
                                         start date and ending on the contract end date, specified on the applicable Order Form.



		10.	"Intellectual Property
                                         Rights" means unpatented inventions, patent applications, patents, design rights,
                                         copyrights, trademarks, service marks, trade names, domain name rights, mask work rights,
                                         know-how and other trade secret rights, and all other intellectual property rights, derivatives
                                         thereof, and forms of protection of a similar nature anywhere in the world.



		11.	"License Administrator(s)"
                                         means those Users designated by Company who are authorized to add, delete or modify Company’s
                                         Service Order using the Online Order Center, or by executing written Order Forms, and
                                         to create User accounts and otherwise administer Company’s use of the Service.



		12.	"License Term(s)"
                                         means the period(s) during which Company is licensed to use the Service under the Order
                                         Form(s).



		13.	"mFinity
                                         Platform Software" means the IP stack and Source Code identified on Exhibit
                                         B to this Agreement and any related Documentation.



		14.	"Online Order Center"
                                         means Waterfall's online application that allows Company to, among other things, sign-up
                                         for the Service or add additional Waterfall products/services in the future.



		15.	"Order Form(s)"
                                         means the initial form (submitted online or in hard copy written form) evidencing Company’s
                                         initial subscription for the Service, and any subsequent forms (submitted online or in
                                         written form) for subsequent subscription periods, specifying, e.g., the type of services
                                         contracted for, the applicable fees, the billing period, and other charges agreed to
                                         by the Parties. Each Order Form is incorporated by reference into, and is a part of,
                                         this Agreement.



		16.	"Service"
                                         means the specific edition of Waterfall's hosted customer relationship management (CRM)
                                         platform and any associated services provided to Company under this Agreement, including,
                                         without limitation, the Waterfall Technology, the Content, the Waterfall API, and any
                                         other ancillary online or offline products and services provided to Company by Waterfall
                                         under this Agreement. The Service components Company is entitled to use are specified
                                         on the applicable Order Form. The Service is developed, operated, and maintained by Waterfall,
                                         and is accessible via the Waterfall website, the Waterfall API, the Waterfall mobile
                                         application, widgets and/or another designated website or IP address.



		17.	"Third-Party Applications"
                                         means online, Web-based applications and offline software products that are provided
                                         by third parties that interoperate with the Service via the Waterfall API.



		18.	"User(s)"
                                         means Company’s employees, representatives, consultants, contractors or agents
                                         who are authorized to use the Service and have been supplied Waterfall user identifications
                                         (including API credentials) and passwords by Company (or by Waterfall at Company’s
                                         request).



		19.	"Waterfall Technology"
                                         means Waterfall's proprietary technology (including software, hardware, products, processes,
                                         algorithms, user interfaces, API, know-how, techniques, designs and other tangible or
                                         intangible technical material or information) made available to Company by Waterfall
                                         in providing the Service.



 




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EXHIBIT B


mFinity Platform License


 


		A.	Delivery to Hosting Service



 


Within ten (10) days of the Closing Date of the Purchase Agreement,
Waterfall agrees to create an additional instance of the source code and object code for the mFinity Platform Software described
in Section G below, and, if requested by Company, deliver to a hosting service that the Parties mutually agree upon (“Company-Version
of mFinity Platform Software”).


 


		B.	Fees for Hosting and Servicing Company-Version of mFinity
                                         Platform Software



 


Company agrees to pay any hosting, maintenance or servicing
fees that the Parties mutually agree upon in connection with the Company-Version of the mFinity Platform Software.


 


		C.	No Maintenance or Support Services Provided by Waterfall



 


The Parties agree that, unless otherwise agreed by the Parties
in writing, Waterfall will not provide to Company any maintenance or support services for the Company-Version of the mFinity Platform
Software.


 


		D.	License



 


Subject to the terms of this Agreement, Waterfall hereby grants
to Company a perpetual royalty-free, worldwide, and non-sublicensable (except to Healthcare Customers and Partners) license and
right to use the Company-Version of the mFinity Platform Software solely to the extent required by Company or its permitted assigns
to make available the features and functions of the Company-Version of the mFinity Platform Software as a “software-as-a-service”
offering in connection with the Healthcare Business. “Use” means, for purposes of the license granted in this
Exhibit B, the right to (a) use, copy, execute, display, enhance, modify, update, maintain (directly) and/or adapt the Company-Version
of the mFinity Platform Software, (b) create new versions or derivative work of the Company-Version of the mFinity Platform Software,
and (c) combine the Company-Version of the mFinity Platform Software with other programs and/or materials.


 


		E.	Other Licenses; Assignment 



 


Except as set forth in this mFinity Platform License, no license
(express or implied) under any Intellectual Property Rights of Waterfall is granted to Company. No ownership of the mFinity Platform
Software or any Proprietary Rights therein is granted, assigned or otherwise transferred to Company by implication or estoppel.
This mFinity Platform License may be sold or assigned to a third party for use in the Healthcare Business; provided, that, without
Waterfall’s prior written consent, Company will not to sell, assign, sublicense or otherwise transfer the Company-Version
of the mFinity Platform Software or the license granted hereunder to any party whose products or activities compete in whole or
in part with the Marketing Services Business.


 


		F.	Custom Work for Healthcare Business.



 


At Company’s option, Company may obtain Waterfall’s
services to maintain, customize, modify and/or enhance the Company-Version of the mFinity Platform Software to develop programs,
software and materials related to the Healthcare Business, and/or to provide such other services as the Parties mutually agree
upon (“Custom Services”). If applicable, Custom Services shall be specified in a separate amendment to this
Agreement.


 


		G.	Interpretation. 



 


In the case of any conflict between this Exhibit B (mFininty
Platform License) and the remainder of this Agreement, the provisions of this Exhibit B shall control.


 




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		H.	Description of mFinity Platform Software



 


	IP
    Stack
	mFinity
	Platform
    (UI)
	Gateway
    (Messaging)
	Guinness
    (SMS)
	Carlsberg
    (Content)
	API
    Framework (XML/REST/Http)
	Servicekit/Wes
    (Coupon Engine)
	SMS
    Analytics
	ANS
    (push Engine)
	HCM/CD/AlertMe
    (Vertical UI Apps)
	Mobi
    Site Analytics
	Context
    Engine


 


	Source
    Code (References are to Folders)
	SVN
    Projects
	Path	Name
	 	 
	/svn/mars/trunk	platform
	 	saturn
	 	guinness
	 	carlsberg
	 	analytics
	 	harp
	 	heineken
	 	iimporter
	 	iproxy
	 	ishortener
	 	wes
	 	 
	/svn/3rdparty	Libraries
	/svn/tools	Libraries
    for automation
	 	 
	GIT
    Projects
	Path	Name
	 	 
	/git/repositories/vertical.apps	alertme.git
	 	apns_client.git


 




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	 	smsa.git
	 	smsa_api.git
	 	cd.git
	/git/repositories/vertical.apps/ans	ans-feedback-monitor.git
	 	ans-feedback-processor.git
	 	ans-gateway.git
	 	ans-reporting.git
	 	ans-scheduler.git
	 	ans-unregisterer.git
	 	ans-web.git


 




    	Waterfall Confidential | Archer MSA
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