PHLUIDO, INC.

CAREFULLY READ THIS END USER LICENSE AGREEMENT ("AGREEMENT"). BY CLICKING THE "ACCEPT" OR "AGREE" BUTTON, OR OTHERWISE ACCESSING, DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU AGREE ON BEHALF OF LICENSEE TO BE BOUND BY THIS AGREEMENT.

IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE "ACCEPT" OR "AGREE" BUTTON OR ACCESS, DOWNLOAD, INSTALL OR USE THE SOFTWARE; AND IF LICENSEE HAS ALREADY OBTAINED THE SOFTWARE FROM AN AUTHORIZED SOURCE, PROMPTLY RETURN IT AND REMOVE ALL COPIES MADE.

1. DEFINITIONS

“Confidential Information” - All data, drawings, films, documentation, computer readable media and information of all kinds and in whatsoever form, tangible or intangible, which is identified as being confidential by the disclosing Party to the receiving Party or which may reasonably be regarded as the confidential information of the disclosing Party given the nature of the information and the context in which the information was disclosed. Without limiting the foregoing, the Technical Information and PHLUIDO Solution shall be considered the Confidential Information of PHLUIDO.

“Delivery Date” – The date of delivery by PHLUIDO of the PHLUIDO Solution to Licensee.

“End Date” – 90 days after the Delivery Date.

“IPR” – Intellectual property rights including, but not limited to, patents, copyright, registered designs, trademarks, service marks, design rights, trade secrets and/or know-how and other forms of protection from time to time subsisting in relation to the same, including the right to apply for any such protection and trade secrets and other unpublished information.

“Object Code” – The machine code generated by a source code language processor such as an assembler or compiler.

“PHLUIDO Solution” – PHLUIDO’s proprietary virtualized RAN implementation, including PHLUIDO’s L1, mock-up L2, PHAPI-NR interface, prototype Remote Radio Unit (“RRU”) and PHLUIDO’s proprietary Technical Information concerning the design, manufacture, operation, and commercial exploitation of a radio network based upon Phluido virtualized RAN implementation.

“Purpose” – Internally test and evaluate the PHLUIDO Solution to determine its technical and commercial feasibility for use with one or more Licensee products or services.

“Technical Information” – The functional specifications, design specifications, interface specifications, configurable object code files or any other relevant deliverables associated with PHLUIDO’s technology covered by this Agreement and which PHLUIDO owns or has the right to license under the terms of this Agreement. Technical Information shall include Updates to extent PHLUIDO releases Updates to Licensee, which shall be at PHLUIDO’s sole discretion.

“Updates” – Versions of the Technical Information that enhance existing functionality, resolve errors or bugs or that add minor enhancements to functionality.

2. EVALUATION LICENSE

a. Grant.
PHLUIDO hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable royalty free, temporary right to use the Technical Information during the Term solely for the Purpose.

b. Restrictions.
Licensee shall not, and shall not permit others to, use the Technical Information for any purpose other than as described in Section 2(a) above. Without limiting the foregoing, Licensee shall be not be permitted to:
i. integrate the Technical Information within its own products;
ii. mass produce products that are designed, developed or derived from the Technical Information;
iii. sell products which use the Technical Information;
iv. modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements to the Technical Information;
v. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the PHLUIDO Solution or any portion thereof to any third party; or
vi. copy any software Object Code, except as required for the Purpose.
Licensee may demonstrate the PHLUIDO Solution to Licensee’s customers and clients provided that (i) Licensee has informed PHLUIDO in writing at least 3 working days in advance of such demonstration and of the name of the customer and/or client; (ii) the customer or client agrees in writing to be bound by confidentiality and non-disclosure obligations equivalent to those set forth in this Agreement; and (iii) PHLUIDO has consented to such demonstration in writing prior to the demonstration.

c. Reverse engineering, disassembling, decompiling.
In addition to the restrictions set forth in section 2(b) above, Licensee shall not be authorized to reverse engineer, disassemble and/or decompile the Technical Information. For the avoidance of doubt it is expressly stated that under this Agreement no other entity besides Licensee has any right to use a copy of the Technical Information and that Licensee is not entitled to authorize any other entity to use the Technical Information on its behalf. Licensee undertakes to refrain from any unauthorized reverse engineering, disassembling and/or decompiling the Technical Information and/or parts thereof. Any such reverse engineering shall be deemed to be an unauthorized use of the Technical Information which could result in irreparable injury to PHLUIDO. Accordingly, in the event of actual or threatened unauthorized use or disclosure, PHLUIDO shall have the right, in addition to all other remedies at law or in equity, to have the provisions of this Agreement specifically enforced by any court having appropriate jurisdiction and to seek a temporary or permanent injunction or order prohibiting the recipient, its agents, officers, directors, and employees, as the case may be, from such unauthorized use or disclosure of the Technical Information pursuant to this Agreement.

3. UNDERTAKING

Licensee hereby undertakes:
To take all reasonable care of the Technical Information as it takes for its own information of similar nature in order to minimize loss or damage thereto, and in the event of any loss or damage to the Technical Information to inform PHLUIDO immediately in writing that such loss or damage has occurred; and
To take all reasonable precautions to protect PHLUIDO’s copyright and other IPR and licensed rights in the Technical Information as it takes for its own information of similar nature.

4. MAINTENANCE AND TRAINING

PHLUIDO has no obligation under this Agreement to provide any maintenance, support or other services relating to the Technical Information or the PHLUIDO Solution. Licensee is solely responsible for taking appropriate measures to back up Licensee’s systems and data and all other necessary measures to prevent any file or data loss.

5. VOID

6. OWNERSHIP

a. Subject solely to the express license granted by PHLUIDO under this Agreement, as between the Parties, PHLUIDO reserves and retains all right, title and interest in and to the PHLUIDO Solution (including, without limitation all Technical Information incorporated therein or provided thereunder) and PHLUIDO's other Confidential Information, and all derivative works of the foregoing, including the sole and exclusive ownership of all IPR relating thereto. Licensee shall and hereby does unconditionally and irrevocably assign to PHLUIDO, the entire right, title and interest that Licensee may have or acquire in the PHLUIDO Solution or any of PHLUIDO's Confidential Information or any derivative works thereof, including the sole and exclusive ownership of all IPR relating thereto.

b. Nothing contained in this Agreement will be construed as granting, by implication, waiver, estoppel or otherwise: (a) Licensee or any third party any IPR or other right, title, or interest in or to the PHLUIDO Solution or any portion thereof, or PHLUIDO's Confidential Information, or derivative works of the foregoing, except for the limited rights and licenses expressly granted to Licensee pursuant to this Agreement; or (b) PHLUIDO or any third party any IPR or other right, title or interest in or to any of Licensee’s Confidential Information.

c. Licensee shall not remove from, and shall cause to be affixed to or otherwise displayed in connection with the PHLUIDO Solution or copies of any Technical Information provided therewith all copyright and other IPR notices contained in PHLUIDO Solution as received from PHLUIDO.

7. WARRANTIES

a. Licensee warrants that it shall not:
i. use the PHLUIDO Solution (including any Technical Information provided therewith) for any purpose other than the Purpose;
ii. provide or disclose the Technical Information or parts of the Technical Information to any third party; or
iii. remove any trademark, logo, name, identifying number or coding from the PHLUIDO Solution (including any Technical Information provided therewith).

8. DISCLAIMER OF WARRANTY

PHLUIDO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF. THE PHLUIDO SOLUTION AND ANY MATERIALS PROVIDED IN CONNECTION THEREWITH (INCLUDING, WITHOUT LIMITATION, ANY TECHNICAL INFORMATION) ARE PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHLUIDO HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE, OR THAT ANY TECHNICAL INFORMATION OR OTHER MATERIALS PROVIDED WITH THE PHLUIDO SOLUTION WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE PHLUIDO SOLUTION WILL BE ERROR-FREE OR SUITABLE FOR THE PARTICULAR NEEDS OF CLIENT OR ANY OTHER PERSON.

9. LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PHLUIDO OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA, LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, PRODUCTION, GOODWILL OR ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION OR OTHER COMMERCIAL, PERSONAL, ECONOMIC OR OTHER DAMAGES, LOSSES OR INJURY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF, INCLUDING, WITHOUT LIMITATION, ANY USE OF OR INABILITY TO USE THE PHLUIDO SOLUTION, TECHNICAL INFORMATION OR OTHER EVALUATION MATERIALS PROVIDED IN CONNECTION THEREWITH, IN WHOLE OR IN PART, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES OR INJURIES AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

10. VOID

11. TERM AND TERMINATION

a. Term
This Agreement shall commence on the Effective Date and shall expire on the End Date (the “Term”). This Agreement may be extended beyond the End Date by mutual agreement between the Parties in writing. Unless this Agreement is otherwise extended in accordance with the provisions of this Section 11(a), the limited right and license to evaluate the PHLUIDO Solution during the Term of this Agreement shall automatically expire at the close of business on the End Date and within 10 days after such expiration or termination, Licensee shall return or cause to be returned to PHLUIDO or, with PHLUIDO's written approval, destroy or cause to be destroyed all copies obtained, made or authorized to be made by Licensee or on Licensee’s behalf of documents and tangible materials containing, reflecting, incorporating or based on PHLUIDO Solution and the Technical Information provided therewith or any other Confidential Information of PHLUIDO, and certify in writing to PHLUIDO that it has complied with the requirements of this Section 11(a).

b. VOID

c. VOID

d. Surviving Articles
The rights and obligations of the parties set forth in this Section 11(d) (Survival) and Section 1 (Definitions), Section 6 (Ownership), Section 8 (Disclaimer of Warranty), Section 9 (Limitations of Liability), Section 11(a) (Effect of Expiration or Termination), Section 12 (Confidentiality), Section 13 (Law and Jurisdiction) and Section 15 (General) and any right, obligation or required performance of the parties in this Agreement which by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

12. CONFIDENTIALITY

a. Each Party shall maintain in confidence any and all Confidential Information disclosed by the other Party under this Agreement and shall be subject to the Non Disclosure Agreement executed by and between the Parties (“NDA”). In the event of any conflict between the terms of the NDA and the terms of this Agreement, the terms of this Agreement shall control.

b. Licensee agrees that it shall not use any of PHLUIDO’s Confidential Information other than pursuant and in accordance with the exercise of any licenses granted under this Agreement.

13. LAW AND JURISDICTION

a. This Agreement and all questions with regard to its validity, interpretation and handling shall be governed by, and construed in all respects in accordance with the law of the State of California, USA.

b. Subject to PHLUIDO’s rights in Section 2(c) and 15(i), any dispute, controversy of claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules. The arbitral tribunal shall consist of three arbitrators. The place of arbitration shall be San Diego/CA. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of the State of California, USA.

14. VOID

15. GENERAL

a. Waiver
The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of such right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of such right or remedy or the exercise of any other right or remedy.

b. Assignment
Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without PHLUIDO's prior written consent. Any purported assignment, delegation or transfer in violation of this Section 15(b) is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

c. Agency
The Parties acknowledge that this Agreement does not appoint either Party as the agent or representative of the other Party hereto, nor does this Agreement create a partnership, joint venture or other joint relationship between the Parties and that no Party shall have by reason of this Agreement the right or authority to bind the other Party in any manner whatsoever.

d. VOID

e. Third Party Enforcement
For the avoidance of doubt, nothing in this Agreement shall confer on any third party any benefit or the right to enforce any term of this Agreement, except where expressly agreed in writing.

f. Enforcement; Severability
In the event that any term, condition or provision of this Agreement is held to be a violation of any applicable law statute or regulation the same shall be deemed to be deleted from this Agreement and shall be of no force and effect and this Agreement shall remain in full force and effect as if such term, condition or provision had not originally been contained in this Agreement. Notwithstanding the foregoing, in the event of any such deletion the Parties agree to negotiate in good faith in order to agree the terms of a mutually acceptable and satisfactorily alternative provision in place of the provision so deleted.

g. Whole Agreement
Each Party acknowledges that, in entering into this Agreement, it does not do so in consideration of or in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

h. Entire Agreement
The foregoing represents the entire Agreement of the Parties with respect to the subject matter hereof. No modification, amendment, waiver or other changes shall be binding upon PHLUIDO or Licensee unless and until made in writing and signed by the authorized representatives of both Parties.

i. Equitable Remedies
Licensee acknowledges and agrees that (a) a breach or threatened breach by Licensee of any of its obligations under this Agreement would give rise to irreparable harm to PHLUIDO for which monetary damages would not be an adequate remedy, and (b) in the event of a breach or a threatened breach by Licensee of any such obligations, PHLUIDO shall, in addition to any and all other rights and remedies that may be available to PHLUIDO at law, at equity or otherwise in respect of such breach, be entitled to seek injunctive and other equitable relief as may be available from any court of competent jurisdiction.

j. VOID