Frequently Asked Questions

Catalina Labs, Inc.

# WIXI INSIGHTS PLATFORM LICENSE AGREEMENT

IMPORTANT: THIS WIXI INSIGHTS PLATFORM LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL CONTRACT BETWEEN CATALINA LABS, INC. (“LICENSOR”) AND YOU (“LICENSEE”).  BY CHECKING “I AGREE” (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO AND BE BOUND BY THIS AGREEMENT, OR HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR ORGANIZATION AND TO BIND YOUR COMPANY OR ORGANIZATION TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD NOT CHECK THE “AGREE” BOX. PLEASE PRINT AND STORE THIS AGREEMENT FOR FUTURE REFERENCE.

# SECTION 1

## LICENSE

1.1 License Grant - Subject to the terms and conditions of this Agreement, Catalina Labs hereby grants Licensee a non-exclusive right and license to (a) access via the Internet and use Catalina Lab’s software platform known commercially as “Wixi Insights” (“Wixi Insights”) for Licensee’s internal use in providing services to its customers, (b) reproduce and distribute, directly and indirectly to end users pursuant to a EULA (as defined below), a Licensee branded version of Catalina Labs’ mobile device side software application that operates with Wixi Insights (the “Wixi App”), (c) use internally the Catalina Labs software development kit (the “SDK”) for purposes of developing a Licensee-branded software application that uses Wixi Insights (the “Application”) and to distribute the relevant components of the SDK as incorporated within the Application directly and indirectly to end users pursuant to a EULA, and (d) use internally Catalina Labs’ software known commercially as “Wixi Expert” (“Wixi Expert”) and the related data and information (“HomeGraph Data”) for Licensee’s own internal sales and marketing purposes, on condition in each case that the parties execute a licensing schedule covering such activities (each, a “Licensing Schedule”).  (Wixi Expert, Wixi App, the SDK, and the Wixi Insights are collectively referred to as the “Licensed Software”). Licensee shall identify to Catalina Labs the employees, agents and other personnel that will be provided password protected access to Wixi Expert (the “Authorized Users”). 

1.2 Restrictions - Licensee shall not directly or indirectly, nor permit any person or entity to, do any of the following: (i) use any Licensed Software other than as expressly set forth in a Licensing Schedule; (ii) except as expressly permitted by this Agreement, copy, modify, create derivative works of, publish, sublicense, sell, market or distribute any of the Licensed Software; (iii) reverse engineer, decompile, disassemble or otherwise attempt to gain access to the source code form of any Licensed Software or any underlying structure, algorithm, machine learning or artificial intelligence information, concepts, ideas, know-how, relevant to any Licensed Software; (iv) use any Licensed Software or any associated documentation in violation of export control laws and regulations; (v) remove any proprietary notices from any Licensed Software, any documentation or any other Catalina Labs materials furnished or made available hereunder; (vi) access any Licensed Software in order to (a) build a competitive, replacement or substitute product or service, or (b) copy any features, functions or graphics of any Licensed Software; (vii) sell or resell any Licensed Software, (viii) use any Licensed Software on a service bureau or time sharing basis or for the benefit of any third party entity or organization; (ix) use any Licensed Software to store or knowingly transmit malicious code; (x) interfere with or disrupt the integrity or performance of any Licensed Software or any data contained therein; (xi) attempt to gain unauthorized access to any Licensed Software their related data, systems or networks; (xii) publish or disclose to third parties any negative evaluation of any Licensed Software without Catalina Labs’ prior written consent; (xiii) perform vulnerability, penetration, performance, load or any other test of any Licensed Software without Catalina Labs’ prior written consent; or (xiv) exceed the number of Authorized Users.  Licensee (y) shall use commercially reasonable efforts to prevent unauthorized access to or use of each of the Licensed Software, and notify Catalina Labs promptly of any such unauthorized access or use, and (z) shall use the Licensed Software only in accordance with the applicable user guides, and applicable laws and government regulations. Licensee shall ensure that Authorized Users do not share passwords or log-in credentials.  For any prospective Authorized User that is not a Licensee employee, Licensee shall, prior to allowing the prospective Authorized User access to Wixi Expert, have the person or entity sign an agreement with Licensee containing an equivalent level of protection for Catalina Labs and its intellectual property (the “Wixi Expert Access Terms”) as this Agreement.  Without limitation, the Wixi Expert Access Terms must contain provisions that (1) disclaim all express and implied warranties on behalf of Catalina Labs, (2) disclaim and exclude all liability on the part of Catalina Labs for direct, indirect, consequential, incidental and special damages, (3) prohibit the copying, modification, reverse engineering, decompiling and disassembly of Catalina Labs’ software, and (4) the prospective Authorized User’s access to Wixi Expert will terminate upon any termination, expiration or cancellation of this Agreement. Licensee is responsible for compliance by each Authorized User with the terms of this Agreement and the Wixi Expert Access Terms.

1.3 EULA - Licensee’s distribution of the Application shall be pursuant to an electronic end user license agreement that (i) provides that only a limited, personal, non-transferable, and non-exclusive right to use the Application is granted to the licensee, (ii) provides that the Application are licensed, not sold and that title to and ownership of the Application and any portion thereof remain with Licensee or its licensors; (iii) disclaims all express and implied warranties on behalf of Catalina Labs; (iv) excludes liability of Licensee and its licensors for any direct, special, indirect, exemplary, incidental or consequential damages; (v) provides that Catalina Labs is a third party beneficiary of the agreement; (vi) provides that the Application will be treated as “commercial computer software” and “commercial computer software documentation,” developed entirely at private expense, under any applicable governmental laws, regulations or rules and is otherwise provided to the government with the restricted rights and provided subject to the terms of such written agreement and (vii) prohibits the licensee from (a) copying the Application, as applicable, (b) further distributing or transferring the Application to any third party, (c) modifying the Application, and (d) reverse engineering, decompiling or disassembling or otherwise attempting to derive source code from, in whole or part, the Application; and (e) exporting the Application or any underlying technology in contravention of any applicable U.S. or foreign export laws and regulations. Licensee shall make available the Application pursuant to a mutually agreed privacy policy governing the Application that contains the end user’s consent to the use and disclosure of information as contemplated by this Agreement, including, without limitation, Catalina Labs’ use and disclosure of information as contemplated hereby. Licensee is responsible for all aspects of the development, distribution and provision of support for the Application.