BrightFunnel, Inc.

Early Adopter License Agreement

ThisEarlyAdopterLicenseAgreement(Agreement)iseffectiveasof__________(Effective Date)andismadebyandbetween BrightFunnel,Inc.,locatedat470BryantStreet,SanFrancisco,CA94107(BrightFunnel)and______________,locatedat _______________________(Customer). 1. DEFINITIONS. Activation DatemeansthedatesetforthonExhibitAonwhichtheBrightFunnelSystemisscheduledtobemadeavailableforCustomersuse. Application(s) means the BrightFunnel software application(s) set forth on Exhibit A, together with any fixes, updates, enhancements and upgradesthatmaybeprovidedtoCustomerbyBrightFunnelhereunder. DatameansthedatathatisreceivedandanalyzedbytheBrightFunnelSystem. Developments means the collective ideas, knowhow, inventions, methods, or techniques developed or conceived asaresultofprovidingthe BrightFunnel System hereunder, including without limitation any derivative works, improvements, enhancements and/or extensions made to the BrightFunnelSystemandallintellectualpropertyrightsthereinandtheretothroughouttheworld. Documentation means any proprietary documentation made available to Customer by BrightFunnel for use with the BrightFunnel System, includinganydocumentationavailableonlineorotherwise. Performance AnalysismeanstheanalysisperformedbytheBrightFunnelSystemontheData. BrightFunnel Content means all content, including without limitation software (in object or source code form),script,programming code, data, information, structural hierarchies, interfaces, processes, HTML code, trademarks, service marks, proprietary logos, distinctive brand features, images, illustrations, graphics, multimedia files and/or text, contained in the BrightFunnel System,aswell asthe structure,selection,coordination,expression, "look andfeel",andarrangementoftheBrightFunnelSystem. BrightFunnel System means the BrightFunnel software as a service (SaaS) platform and any all upgrades thereto, that integrates with Customers CRM system and other data sources, analyzes the Data, generates Reports, and allows Customer tomanageitsmarketingactivities. Without limiting theforegoing, TheBrightFunnelSystemshallinclude theApplications,the BrightFunnelContent,theDocumentation,and anyReportsgeneratedby theBrightFunnelSystem. ReportsmeansthereportscontainingtheresultsoftherevenueandPerformanceAnalysis. 2. PRODUCT TESTING. Customer understands that thekeyobjectivefor theearly adopter programisfor BrightFunneltoobtainfeedbackrelating to the performance of the BrightFunnel System. Customer willutilize theBrightFunnelSystemin itsday today business environmentandwillprovideclear and substantive feedback to BrightFunnel's designated representative relating to the performance, features, functions and availability of the BrightFunnel System, errors, problems or difficulties, suggestions for improvement and Customers overall experience with the BrightFunnel System (Feedback). Customer hereby assigns to BrightFunnel all right, title and interest in and to all Feedback, including all patentrights,copyrights, tradesecrets,andother intellectual property or proprietary rights therein, and agrees to assist BrightFunnel in perfectingsuchrightsandobtainingassignmentsofsuch rightsfrom all individuals involved in generating the Feedback. Customer agrees that the Feedback will be BrightFunnel's Confidential Information. Customer understands and agrees that BrightFunnel willhavenoobligationto launchor release a final,nontestingversionoftheBrightFunnelSystemortoprovide thefinalreleaseoftheBrightFunnelSystemtoCustomerbasedonCustomersparticipationintheearlyadopterprogram. 3. LICENSE GRANT. Subject to thetermsandconditionsofthisAgreement, including, withoutlimitation,Customerspaymentofanyapplicablefees, BrightFunnel hereby grants to Customer a limited, revocable, nonexclusive, nontransferable license (without the right to sublicense) toaccess anduse the BrightFunnel System, solely bythenumberofendusersspecifiedin Exhibit A andsolely forCustomersinternalbusinesspurposesinaccordancewith anyapplicableDocumentation. 4. LICENSE RESTRICTIONS. Customer shall not, directly or indirectly, nor shall Customer permit any third party to, (i) reverse engineer, decompile, disassembleorotherwiseattempt to discoverthesourcecodeor underlyingideasoralgorithmsofthe BrightFunnelSystem(ii)modifyorcreate derivative works based on the BrightFunnel System or any related Documentation (iii) rent, lease, distribute, sell, resell, assign,orotherwisetransfer its rights to use the BrightFunnel System (iv) use the BrightFunnel System for timesharing or servicebureau purposesorotherwiseforthe benefit of a third party (v) remove any proprietary notices from the BrightFunnelSystemoranyotherBrightFunnelmaterialsfurnishedormadeavailablehereunder(vi) publish or disclosetothird parties any evaluationoftheBrightFunnel SystemwithoutBrightFunnel's priorwrittenconsent(vii)use theBrightFunnelSystem to develop any similar service, or other information resource of any kind (print, electronic or otherwise) for sale to, distribution to, display to or use by others or (viii) store in a retrieval system accessible to the public, transfer, publish, distribute, display to others, broadcast, sell or sublicense the BrightFunnelSystem,oranyportionthereof. 5. PROPRIETARY RIGHTS. BrightFunnel Proprietary Rights. Customer hereby acknowledges and agrees that, subject to the limited rights granted hereunder, BrightFunnel (or its licensors) owns all legal right, title and interest in and to the BrightFunnel System and the Developments, including, withoutlimitation, any and all intellectual property or other proprietary rights which exist therein (whether such rights are registered or unregistered, and whereverinthe

world those rights may exist), including without limitation copyrights, trade secrets, patent rights (including without limitation utility models), moral rights, trademarks, service marks, logos, and other proprietary or similar rights, together with all applications relating to any of the foregoing.Withoutlimiting the foregoing, BrightFunnel shall own all right, title, and interest in and to any Developments resulting from anyworkperformedtointegrate the BrightFunnel System with Customers systems and data sources or to otherwise allow the BrightFunnel System to interoperate with Customers systems and data sources. Inconnection with theoperationof the BrightFunnelSystem, BrightFunnelreceives andanalyzes Data.Customeragreesthat BrightFunnelmay:(i) usethe Data to provide theBrightFunnelSystem,includingwithoutlimitationtocreate and deliverReports(ii) disclosetheData asmayberequiredbylawor legal process (iii) use and disclose such Data and information when itisaggregatedwith similar information,andwhen itdoesnotspecificallyidentifyCustomer or any Internet user, including without limitation to improve the BrightFunnel System and (iv) transmit the Data to BrightFunnel's thirdparty business partners (who are under obligations of confidentiality similar to those hereinorunder industrystandardobligations)solelyfor thepurposeofprovidingthe BrightFunnelSystem. Customer Proprietary Rights and License. Customer may use the Reports provided to Customer hereunder solely for its internal business purposes so long as such use is in compliance with all applicable privacy policies,laws, rules, regulations and industryselfregulatoryregimesrelatingto the collection, use and disclosure of such data,andthatCustomerobtains anyconsents,authorizationsand clearancesthatmayberequiredinconnection therewith.CustomeracknowledgesandagreesthatallReportsdeliveredhereunderareBrightFunnel'sConfidentialInformation(asdefinedinSection11). 6. SECURITY. BrightFunnel agrees to exercise reasonable efforts to remedy security breaches. Customer acknowledges that, notwithstanding such security precautions, use of, or connection to, the Internet provides the opportunityfor unauthorizedthirdpartiestocircumvent suchprecautionsand illegally gain access to the BrightFunnel System and Data. Accordingly, BrightFunnel cannot and does not guarantee the privacy, security, integrity or authenticity of any information so transmitted over or stored in any systemconnectedtotheInternetor thatany suchsecurityprecautionswill be adequate or sufficient. Customer: (i) agrees that Customer is responsiblefor allactivitiesofits endusersand(ii) shall usecommerciallyreasonableeffortstoprevent unauthorized access to, or use of, the BrightFunnel System, and shall promptly notify BrightFunnel of any such unauthorized use of which Customer becomesaware. 7. CUSTOMER OBLIGATIONS. Hardware. Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access and use the BrightFunnel System, and forpaying allthirdpartyfees andaccess charges(e.g., ISP,telecommunications,etc.)incurredwhile using theBrightFunnelSystem. Data Support. Customer shall provide BrightFunnel with the Data asmutuallyagreed bythe parties. Customershallcooperatein settingupthe BrightFunnel System and providing access to Customers systems and data sources as reasonably requested by BrightFunnel for the purpose of integratingandprovidingtheBrightFunnelSystem. Conduct. Customer shall be solely responsible for its actions and the actions of its end users while using the BrightFunnel System. Customer acknowledges and agrees that: (1) Customer is responsible for selecting appropriate remediation for, and resolving, any issues found on Customers network or in Customers web traffic to and fromthe BrightFunnelSystemand(2)BrightFunnelisnotliablefor,or responsiblefor remediating,any issues found on Customers network or in Customers web traffic to and from the BrightFunnel System. Customer agrees: (i)toabidebyalllocal,state,national, and international laws and regulations applicable to Customer's use of the BrightFunnel System (ii) not to transmit through or store data on the BrightFunnel System which violates the rights of any individual or entity established in any jurisdiction and (iii) not to interfere or disrupt networks connected to BrightFunnel System or interfere with other ability to access or use the BrightFunnel System. Customer acknowledges and agrees that BrightFunnel neither endorses the contents of any Customer communications, Customer advertisements or other Customer content nor assumes any responsibility for any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby. Customer agrees to notify BrightFunnelifCustomerbecomesawarethattheBrightFunnelSystemisbeingusedforanyillegalorunauthorizedpurpose. 8. FEES AND TAXES.

Fees and Payment. Customer agrees to pay BrightFunnel upfront for all monthly license fees and any additional fees specified in Exhibit A. BrightFunnel will invoice thecustomerinitiallyuponexecution oftheAgreement.Afterthe initialtermcoveredby theupfront fee,andspecifiedin Exhibit A, if neither party has terminated the Agreement, BrightFunnel will invoice monthly. Customer agrees to pay all invoiced amounts within 30 days of invoice receipt.AllfeesarepayableinU.S.Dollars. Taxes. All fees are exclusive of all taxes, levies or duties, and Customer will beresponsibleforpaymentofsuch taxes,leviesorduties,excluding only U.S. taxes based solely upon BrightFunnel's net income. If BrightFunnel has the legal obligation to pay or collect taxes for which Customer is responsible pursuant to this Section 8.2, BrightFunnel willinvoicetheamountof suchtaxes to Customerand Customeragreestopaysuchamount, unless CustomerprovidesBrightFunnelwithavalidtaxexemptioncertificateauthorizedbytheappropriatetaxingauthority. 9. TERM. This Agreement shall commence on theEffectiveDate and,unlessearlierterminatedpursuantto Section10,shallcontinuefor the period setforthonExhibitA. 10. TERMINATION. Convenience. At any time after a period of six (6) months from the Activation Date, either party may terminate this Agreement upon thirty (30) dayspriorwrittennotice. Termination for Cause. Either party may terminate this Agreement immediately upon notice to the other party in the event the other party

breaches Section 11 of this Agreement.BrightFunnelmay, inits solediscretion, terminatethis Agreementorsuspend Customers access to allorpartofthe BrightFunnel System upon fifteen (15) days notice if Customer breaches any material provision of this Agreement, including without limitation Section 4, Section 7, or Section 8 of this Agreement, and fails to cure such breach within the fifteen(15) dayperiod. IfCustomer fails tocurethebreach withinfifteen (15)daysofreceivingsuchnotice,thisAgreementshallautomaticallyterminate. Effect of Termination. BrightFunnel shall not be liable to Customer or any third party for suspensionortermination ofCustomersaccess to,or right to use, the BrightFunnel System. Upon the effective date of expiration or termination of this Agreement for any reason, whether by Customer or BrightFunnel, all licenses granted to Customer hereunder shall terminate, Customer's right to use the BrightFunnel System shall immediately cease, Customer shall cease accessing and using the BrightFunnel System immediately and Customer shall remove all copies of the any components of the BrightFunnel System that it has installed. Sections 2, 4, 5, 7.3, 8 (to the extent not satisfied during the term of this Agreement), 10.3, and 11 14 of this Agreement shall surviveits expirationorterminationfor any reason.Any outstandingbalancethroughthedateof terminationshallimmediatelybecomedue andpayableinfull. 11. CONFIDENTIALITY.

Obligations. Eachofthepartiesagreestomaintain inconfidenceany nonpublicinformation oftheother party,whetherwritten,oral,or otherwise, disclosed by the otherparty inthecourseof performance ofthisAgreementthataparty knowsorreasonablyshouldknow isconsidered confidential bythe disclosing party (Confidential Information). For avoidance of doubt, thepartieshereby agreethat ConfidentialInformationdoesnotincludetheData. The receiving partyshallnot disclose,use,transmit,informormakeavailabletoanythirdpartyanyConfidentialInformation of theother party,andshallnot use any Confidential Information of the other party except as a necessary partofperformingitsobligationsunderthisAgreement.Eachpartyshalltakeall actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information oftheotherpartyandsuchpartysrespective rights therein, at all times exercisingat leastthesamedegreeofcarethat ituses toprotectits ownConfidential Informationofa similar nature, whichshallbe at least a reasonable degree of care. Each party agrees to restrict access to the Confidential Information of the otherparty to those employeesor agents whorequireaccessinordertoperformhereunder. Exclusions. Confidential Information shall not include any information that is (i) already rightfully known to the receiving party at the time of the disclosure (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party (iii) subsequently disclosed to the receiving party on a nonconfidential basis by a third party nothavingaconfidentialrelationship with theotherpartyhereto that rightfully acquired such information or (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement provided the receiving party provides prompt notice of any suchsubpoena, order,ortheliketotheotherpartysothatsuchpartywillhavetheopportunitytoobtainaprotectiveorderorotherwiseopposethedisclosure. Destruction or Return of Confidential Information. Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party, ordestroy,atthe option of thedisclosingparty,all copiesoftheotherpartysConfidentialInformation.Allcopies,notesor other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, at theoptionofthedisclosingparty, andnosuch materialshallberetainedorusedbythereceivingpartyinanyformorforanyreason. 12. AS IS SERVICES WARRANTY DISCLAIMER. CUSTOMER ACKNOWLEDGESTHAT THEBRIGHTFUNNELSYSTEM ISPROVIDED FOR TESTING AND EVALUATION PURPOSES ON AN AS IS BASIS. THE BRIGHTFUNNEL SYSTEM MAY CONTAIN SIGNIFICANT BUGS, ERRORS, DEFECTS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES AND LOSS OF DATA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BRIGHTFUNNEL, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL, AND MAKE NO, WARRANTIES (WHETHER EXPRESS,STATUTORY,IMPLIEDOROTHERWISE ARISINGINLAWORFROM A COURSEOFDEALINGORUSAGE OF TRADE) WITH RESPECT TO THE BRIGHTFUNNEL SYSTEM, INCLUDING, WITHOUT LIMITATION, THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. BRIGHTFUNNEL DOES NOTWARRANTTHATTHEFUNCTIONSCONTAINEDIN THEBRIGHTFUNNELSYSTEM WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE BRIGHTFUNNEL SYSTEM WILL BE UNINTERRUPTED OR ERRORFREE OR THAT DEFECTS WILL BE CORRECTED. BRIGHTFUNNEL IS NOT OBLIGATED TO PROVIDE CUSTOMER WITH ANY UPDATES TO THE SOFTWARE BUT MAY ELECT TO DO SO IN ITS SOLE DISCRETION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONOFIMPLIEDWARRANTIES,SOTHEABOVEEXCLUSIONMAYNOTAPPLYTOCUSTOMER. 13. LIMITATION OF LIABILITY. Consequential Damages Waiver. EXCEPT FOR A BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL EITHER PARTY, OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,EXEMPLARYORCONSEQUENTIALDAMAGES,(INCLUDING,WITHOUT LIMITATION,DAMAGES FORLOSS OFBUSINESSPROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVENIFSUCHPARTYHASBEENADVISEDOFTHEPOSSIBILITYOFSUCHDAMAGES. Limitation of Damages. EXCEPT FOR A BREACH OF SECTION 4, SECTION 7.3, OR ANY CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTYS TOTAL AGGREGATE LIABILITY TO THE OTHER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS DUE AND PAYABLE TO BRIGHTFUNNEL OVER THE TWELVE MONTH PERIOD PRECEEDING THECLAIMATISSUE.

Essential Purpose. The parties agree that the limitations set forth in this Section 13 shall apply even if this Agreement or any limited remedy specified herein is found to have failed of its essential purpose. These limitations are integral to the amount of consideration levied in connection with the license of the BrightFunnel System, and were BrightFunnel to assume any further liability, such consideration would out of necessity been substantially increased. 14. GENERAL. All notices to a party shall be in writing and sent to the addresses specified in above or such other address asaparty notifiesthe other party,andshallbe deemedtohavebeendulygivenwhenreceived, ifpersonally delivered whenreceiptis electronicallyconfirmed,iftransmittedby facsimile or email the day after it is sent, if sent for next day delivery by recognized overnight delivery service and upon receipt, if sent by certified or registered mail, return receipt requested. Neither party may assign this Agreement withoutthe otherpartysprior writtenconsent,provided,however,that either party may assign this Agreement without notice to or consent from the other partytoanyentitythat acquiresall orsubstantiallyallofthebusinessor assets of such party, whether by merger, reorganization, acquisition, sale or otherwise. Any assignment made in conflictwiththisprovision shall bevoid, and this Agreement shall benefit and bind the permitted successors and assignsoftheparties. ThisAgreement,togetherwithall addenda,schedules,and exhibits, constitutes the entire agreement between the parties and supersedes allprior orcontemporaneous agreementsand understandings betweenthe parties relating to the subject matter hereof. Customer acknowledges and agrees that the BrightFunnel System and technology subject tothisAgreement are subject to the export and reexport control laws and regulations of the United States and any applicable jurisdiction, including but not limited to the Export Administration Regulations (EAR), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. Customer will comply withtheselawsandregulations.CustomershallnotwithoutpriorU.S.governmentauthorization,export,reexport,ortransferanygoods,software, or technology subject to this Agreement, either directly or indirectly, to any country subject to a U.S. trade embargo (currently Cuba,Iran,North Korea, Sudan, and Syria) or to any resident or national of any such country, or to any person or entity listed on the Entity List or Denied Persons List maintained by the U.S. Departmentof CommerceorthelistofSpecificallyDesignatedNationalsandBlockedPersons"maintainedbytheU.S.Department of Treasury. This Agreement may be amended or superseded only by a written instrument signed by authorized representatives of both parties. This Agreement shall be governed bythe lawsofthe stateof California, excluding itsconflict oflaws rules.ThepartiesagreethattheUnitedNationsConvention for the International Sale of Goods isexcludedinitsentiretyfromthisAgreement.Alldisputes arisingoutof orrelatedto thisAgreementwillbesubjecttothe exclusive jurisdiction and venueoftheCaliforniastatecourtsofSantaClaraCounty,California(or,ifthere isexclusivefederaljurisdiction,theUnitedStates District Court for the Northern District of California), and the parties consent to the personalandexclusive jurisdictionofthesecourts.Anyprovisionofthis Agreement, or any portion thereof, held to be unenforceableshallnotaffecttheenforceability of any otherprovisionsofthisAgreement. Intheeventofany conflict between the terms of this Agreement and the terms of any agreement between the parties, the terms of thisAgreementshallcontrol.Neitherparty shall be in default if its failure to perform any obligation under this Agreement is caused solely by superveningconditionsbeyondthatpartys reasonable control, including acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism orhacker attacks,actsofterrorismorgovernmentaldemandsorrequirements.Preprinted termsandconditionsonorattachedtoanyCustomer purchase ordershall beofnoforceoreffect.

Bysigningbelow,yourepresentthatyouareauthorizedtosignonbehalfofCustomer.

Customer:__________________________________ Name:_____________________________________ Title:______________________________________ Signature:__________________________________

BrightFunnel, Inc. Name:NadimHossain Title:ChiefExecutiveOfficer Signature: