Copyright 2025 Genban, Inc.

Genban, Inc. Pilot/Evaluation License Agreement

1. EVALUATION PERIOD
   1.1 This Agreement grants you (“Licensee”) a non-exclusive, non-transferable, revocable license to use the Software solely for internal testing, evaluation, and proof-of-concept purposes (“Evaluation”) for the period (the “Evaluation Period”) specified in the pilot agreement.
   1.2 Licensee shall not use the Software for any commercial or production purposes during or after the Evaluation Period without entering into a separate, fully executed commercial license agreement with Genban, Inc. (“Licensor”).

2. LICENSE RESTRICTIONS
   2.1 Licensee shall not:
       (a) distribute, sublicense, rent, lease, or otherwise make the Software available to any third party without Licensor’s prior written consent;
       (b) modify, adapt, translate, create derivative works of, reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law notwithstanding this limitation;
       (c) use the Software in any manner inconsistent with this Agreement or that exceeds the scope of the Evaluation granted hereunder.
   2.2 Licensee may only install and use the Software within Licensee’s internal environment for the sole purpose of conducting the Evaluation.

3. INTELLECTUAL PROPERTY RIGHTS
   3.1 Ownership. The Software and all intellectual property rights therein remain the exclusive property of Licensor or its suppliers. No rights or licenses are granted by implication, estoppel, or otherwise, except as expressly set forth in this Agreement.

4. CONFIDENTIALITY
   4.1 Licensee acknowledges that the Software and any related documentation contain confidential information of Licensor. Licensee agrees to maintain the confidentiality of such materials and use no less than a reasonable degree of care to prevent unauthorized use or disclosure.

5. DISCLAIMER OF WARRANTIES
   5.1 THE SOFTWARE IS PROVIDED “AS IS” FOR EVALUATION PURPOSES ONLY. LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6. LIMITATION OF LIABILITY
   6.1 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY LOSS OF PROFITS OR REVENUES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT (IF ANY) PAID BY LICENSEE FOR THE EVALUATION PERIOD.

7. TERM AND TERMINATION
   7.1 This Agreement and the license granted hereunder shall commence on the dates specified in the pilot agreement, unless terminated earlier in accordance with this Section.  
   7.2 Licensor may terminate this Agreement immediately if Licensee breaches any term herein.  
   7.3 Upon termination or expiration of this Agreement, Licensee shall promptly discontinue all use of the Software and destroy or return (at Licensor’s option) all copies of the Software in Licensee’s possession or control. Sections 3, 4, 5, 6, and any other provisions which by their nature survive, shall survive termination.

8. GOVERNING LAW
   8.1 This Agreement shall be governed by and construed in accordance with the laws of California, without regard to its conflicts of law provisions. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in California.

9. ENTIRE AGREEMENT
   9.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings. Any modifications to this Agreement must be in writing and signed by both parties.

Genban, Inc. Enterprise Software License Agreement

1. LICENSE GRANT
   1.1 Subject to the terms and conditions of this Agreement, Genban, Inc. (“Licensor”) grants you (“Licensee”) a limited, non-exclusive, non-transferable, revocable license to install and use the Software solely for your internal business purposes.

2. RESTRICTIONS
   2.1 Licensee shall not:
       (a) distribute, sublicense, rent, lease, or otherwise make the Software available to any third party without Licensor’s prior written consent;
       (b) modify, adapt, translate, create derivative works of, reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law notwithstanding this limitation;
       (c) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Licensor or its suppliers in any component of the Software;
       (d) use the Software in a manner that exceeds the scope of the license granted hereunder.

3. INTELLECTUAL PROPERTY RIGHTS
   3.1 Ownership. The Software and all intellectual property rights therein are the exclusive property of Licensor or its suppliers. No rights or licenses are granted by implication, estoppel, or otherwise, except as expressly set forth in this Agreement.

4. CONFIDENTIALITY
   4.1 Licensee acknowledges that the Software contains confidential information of Licensor. Licensee agrees to maintain the confidentiality of the Software with at least the same degree of care used to protect its own confidential information, and in no event with less than reasonable care.

5. DISCLAIMER OF WARRANTIES
   5.1 THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE SOFTWARE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION.

6. LIMITATION OF LIABILITY
   6.1 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE (IF ANY).

7. TERM AND TERMINATION
   7.1 This Agreement is effective upon Licensee’s first installation or use of the Software and shall continue until terminated. Licensor may terminate this Agreement immediately upon notice to Licensee if Licensee breaches any term herein.
   7.2 Upon termination, Licensee shall cease all use of the Software and destroy all copies in its possession. Sections 3, 4, 5, 6, and any other provisions which by their nature survive, shall survive termination.

8. GOVERNING LAW
   8.1 This Agreement shall be governed by and construed in accordance with the laws of California, without regard to its conflicts of law provisions. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in California.

9. ENTIRE AGREEMENT
   9.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings. Any modifications to this Agreement must be in writing and signed by both parties.