MASTER SOFTWARE AND SERVICES AGREEMENT (“AGREEMENT”) FOR LANTERN DATA SYSTEMS, LLC

This Master Software and Services Agreement (“Agreement”) is between Lantern Data Systems, LLC (“Lantern”) and the customer that has purchased services, procured or downloaded the Software for use as an end user (“Licensee”) and is effective as of the date Licensee signed the Sale Agreement or the Software is first made available to Licensee whichever is earlier (the “Effective Date”).  This Agreement includes Lantern’s ordering documents through which you are provided the software and services (“Sale Agreement).

1. Software.  The term “Software” includes all Lantern Data Systems, LLC (“Lantern”) and third party (“Supplier”) software provided with this license, and includes any accompanying documentation (the “Documentation”). The term “Software” also includes any updates of the Software provided to Licensee by Lantern at its option. Subject to the terms of this Agreement, Lantern grants to Licensee, and Licensee accepts, a personal, non-exclusive, and nontransferable (except as set forth below) license to use the object code version of the Software in accordance with the Documentation.

2. License Types/Grants/Use. 

A. Definitions:

(i). Authorized User shall mean a collective reference to On-Premise Users and Cloud Hosted Users.

(ii). Hosted User Information shall refer to personally identifying information, such as the user’s name, provided by Hosted Users to Lantern hosted applications.  Hosted User Information shall not mean or be interpreted to be Project Content; and

(iii). Lantern Content shall mean proprietary information, materials, databases and other content owned by or licensed to Lantern, whether or not proprietary, which are made available to each on-premise user through Lantern self-hosted Software or to each hosted user through Lantern Cloud.

(iv). Lantern Hosted Software applications shall mean Lantern’s software applications known as Lantern or Lantern Dashboard made available over the Internet by Lantern, in object code form only.

(v). Lantern On-Premise Software applications shall mean Lantern’s software application in object code form only, that has been purchased by Licensee.

(vi). Project Content shall mean any content originally provided by Licensee, or an authorized user, to Lantern in the course of its normal use and operation.  Project Content does not include Hosted User Information.

(vii). On-Premise User shall mean Licensee or Licensee’s employee, consultant, or independent contractor who has received a valid license for Lantern provided that for each individual using the Lantern On-Premise Software a separate and valid license for each such individual has been purchased.

B. Named Users License(s):

(i). Licensee may use the Software provided that a separate and valid license has been purchased specifically for each user under this Agreement.  Each user constitutes a Named User.  A Named User can be changed by Licensee provided that the original Named User ceases using or having access to the Software and the substitute Named User accepts all the terms and conditions of this Agreement.  No more than one (1) person shall be a Named User or permitted to use the Software under the same license at the same time.  Named User License(s) prohibit the use of concurrent, shared or multiple uses of an individual Software license.

(ii). License Granted – Named User License (s) – On-Premise.  Subject to the terms and conditions of this Agreement, Lantern grants to Licensee a worldwide, non‑exclusive, non-transferable and non-assignable license for On-Premise users solely to (i) access and execute Lantern on-premise Software only for Licensee’s internal business operations at the Site; and (ii) input, upload, download and modify the Lantern Content available through Lantern On-Premise Software in connection with the normal course of the operation of Lantern On-Premise Software.  This license does not include the right to grant sublicenses or to make derivative works of Lantern On-Premise Software.

(iii). License Granted – Named User License (s) – Hosted (Software as a Service “Cloud” and Managed Host).  Subject to the terms and conditions of this Agreement, Lantern grants to Licensee a worldwide, non-exclusive, non-transferable and non-assignable right to permit Cloud Users solely to (i) access and use Lantern Software from the Host Site, only using a password and only for Licensee’s internal business purposes; (ii) access Lantern Hosted applications and the Lantern Content as both are located on Lantern’s server; (iii) establish, maintain, administer and modify the Project Content.

(iv). For Cloud applications, Licensee hereby grants Lantern, a non-exclusive, non-transferable, royalty free license to reproduce, display and use the Project Content for Lantern to fulfill its duties hereunder.  Except as provided in this Section, Licensee shall at all times retain whatever ownership rights Licensee has in the Project Content, including, without limitation, Intellectual Property Rights.

C. Concurrent User License(s):

(i). The application as a shared resource that is based on the number of simultaneous users authorized to access the program  at any one point in time which is managed by the software’s license manager.

(ii). License Granted – On-Premise.  Subject to the terms and conditions of this Agreement, Lantern grants to Licensee a worldwide, non‑exclusive, non-transferable and non-assignable license for On-Premise users solely to (i) access and execute Lantern On-Premise Software only for Licensee’s internal business operations at the Site; and (ii) input, upload, download and modify the Lantern Content available through Lantern On-Premise Software in connection with the normal course of the operation of Lantern On-Premise Software.  This license does not include the right to grant sublicenses or to make derivative works of Lantern On-Premise Software.

(iii). License(s) Granted – Cloud  Subject to the terms and conditions of this Agreement, Lantern grants to Licensee a worldwide, non-exclusive, non-transferable and non-assignable right to permit Cloud Users to (i) access and use Lantern Software from the Host Site, only using a password and only for Licensee’s internal business purposes; (ii) access Lantern Hosted applications  and the Lantern Content as both are located on Lantern’s server; (iii) establish, maintain, administer and modify the Project Content.   For Managed Host and Cloud applications, Licensee hereby grants Lantern, a non-exclusive, non-transferable, royalty free license to reproduce, display and use the Project Content for Lantern to fulfill its duties hereunder.  Except as provided in this Section, Licensee shall at all times retain whatever ownership rights Licensee has in the Project Content, including, without limitation, Intellectual Property Rights.

D. Licence(s) Granted – Qliktech’s Qlikview Application

(i). Licensee acknowledges that the Lantern product contains or incorporates proprietary software owned by QlikTech and its affiliates (“QlikView Products”). Licensee is expressly prohibited from using the QlikView Products in any way other than integrated with the data structures of Lantern. Licensee has no license or any other right to the QlikView Products, and may under no circumstances whatsoever use the QlikView Products independently or separated from Lantern.  QlikTech and its affiliates are third party beneficiaries of this Agreement and may enforce the applicable terms and conditions of this Agreement.

(ii). Licensee may only use the QlikView Products for its own internal purposes in accordance with the terms of this Agreement. Licensee shall not, directly or indirectly: (i) sell, rent, sublicense, publish, display, loan, distribute or lease the QlikView Products; (ii) transfer to any other person or entity any of its rights to use the QlikView Products except as expressly permitted hereunder; (iii)  reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the QlikView Products or underlying ideas or algorithms of the QlikView  Products or any software contained therein, or create derivative works from the QlikView Products unless explicitly permitted by applicable and mandatory law; (iii) remove, delete or modify any copyright notices or any other proprietary notices or legends on, in or from the QlikView Products; or (iv) use the QlikView Products in any manner not authorized by this Agreement.

(iii). QlikTech and its affiliates, or their respective suppliers or licensors where applicable, own and retain all right, title and interest in and to the QlikView Products, and their respective patents, trademarks (registered or unregistered), trade names, service marks, logos, designs, copyrights, trade secrets and confidential information. Licensee does not acquire any right, title or interest in or to the QlikView Products or any intellectual property rights contained therein.

(iv). Licensee agrees to (i) comply with all applicable local, state, national and foreign laws and regulations in connection with Licensee’s use of the QlikView Products, including those related to data privacy, copyright, export control and the transmission of technical or personal data; and (ii) use reasonable security precautions for providing access to the QlikView Products by its employees or other individuals to whom Licensee provides access and to prevent unauthorized access to use of the QlikView Products.  Licensee is fully responsible for all data it introduces into the QlikView Products, including but not limited to adequate protection and backup, and none of Partner, QlikTech or their respective affiliates shall have any obligation or liability with respect thereto.

(v). Individual software components, each of which has its own copyright and its own applicable license conditions (“Third Party Software”) may be distributed, embedded, or bundled with the QlikView Products. Such Third Party Software is separately licensed by its copyright holder. Use of the Third Party Software must be in accordance with its license terms available at www.qlikview.com/us/info/software. No representations, warranties or other commitments of any kind are made regarding such Third Party Software.

(vi). This Agreement, and Licensee’s rights to access/use the QlikView Products, shall be immediately terminated upon Licensee’s breach of any of the terms of this Agreement.

(vii). The QlikView Products may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications.   None of Lantern or QlikTech or their respective affiliates will be responsible for any delays, data loss, delivery failures, or other damage resulting from such problems. Lantern and its licensors (including QlikTech) do not represent or warrant that the use of the QlikView Products will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data.

(viii). Partner grants the Licensee a non-exclusive, non-transferable, revocable and non-assignable license to use each QlikView Product only in accordance with the terms of this Agreement.

(ix). The Licensee shall ensure that (i) any copy of the QlikView Product is produced only in accordance with the terms of the Agreement and for the Licensee’s own benefit, (ii) any such copy is clearly marked subject to copyright and confidentiality restrictions, and (iii) a written list is maintained of the number of copies and place of storage.  The Licensee shall discontinue use and destroy or return all copies of the QlikView Products upon termination of the Agreement.  Further, Lantern shall reserve the right to conduct audits at the Licensee’s premises to ascertain whether the Licensee’s use of the QlikView Products complies with the provisions of the Agreement.

(x). If Licensee engages a Third Party Hosting Provider to host the Lantern on Licensee’s behalf, Licensee shall be responsible for such Third Party Hosting Provider’s compliance with these terms. Further, such Third Party Hosting Provider shall be restricted to hosting the Lantern only on Licensee’s behalf and may not use the Lantern for any other purpose.

3. Limitations on Use.

(a) Licensees may not copy, rent, lease, sell, sublicense, assign, loan, time-share or otherwise transfer or distribute copies of the Software or the Documentation, except as expressly set forth in Section 2 (“License Types/Grants/Use”). Licensee may physically transfer the Software from one computer to another provided that Licensee does not retain any copies of the Software in excess of the licenses purchased, including any copies stored on a computer. Licensee may permanently transfer this license to another user, but only if Licensee transfers or destroys all copies of the Software, and the recipient agrees in writing to be bound by all of the terms of this Agreement.

(b) Licensee agrees that it will not decompile, disassemble, or otherwise reverse engineer the Software, and Licensee will use its best efforts to prevent Licensee’s employees and contractors from doing so, except to the extent that such restriction is expressly prohibited by applicable law. Licensee may not modify, adapt, create a derivative work, merge, or translate the Software without the prior written consent of Lantern.

(c) Specific third-party Suppliers may be identified in the Documentation which is sold or licensed by Lantern. Licensee may be required to agree to additional terms and conditions specific to particular third-party Suppliers, as described in the Documentation, and are incorporated herein by reference.  Lantern requires Licensee to 1) refrain from improper or unauthorized copying of the third-party Supplier product(s), or portions thereof, except for reasonable backup purposes; and 2) refrain from any reverse engineering, decompilation and/or disassembly of the third-party Supplier product(s), or portions thereof, save to the extent permitted under any relevant laws.

(d) If the Software purchased includes Supplier software which integrates a full or partial copy of third party software into the Software, the Supplier software may only be used with the Lantern product with which it was provided and accessing data that is not created or used by the Lantern product is not permitted.

(e) Licensee may make two (2) copies of the Software for backup or archival purposes only, so long as Lantern’s and its Suppliers’ copyright notices are reproduced on such copies.

4. Intellectual Property Rights.  Licensee acknowledges that Lantern or its Suppliers retain exclusive ownership of all copyrights, trademarks, patents and/or other intellectual property rights in and to the Software or any Deliverables. Licensee is not granted any rights in the Software other than the license rights expressly set forth in Section 2 (“License Types/Grants/Use”).

5. Term and Termination.  The term of perpetual software licenses is for the duration of any copyright in the Software.  The term of subscription software licenses is for the duration as stated in the Sales Agreement.  This license automatically terminates if Licensee fails to comply with any of the terms and conditions of this Agreement. Licensee agrees that, upon such termination, Licensee will either destroy (or permanently erase) all copies of the Software, or return the original Software to Lantern. Licensee may terminate this license at any time by destroying the Software and any permitted copies.  Sections 3, 4, 5, 6, 7, 8, 9, 12, 13and 14 shall survive any termination of the license or this Agreement.

6. Limited Warranty and Limited Remedy – On-Premise Software. Lantern warrants to the original end user purchaser only that the Software as delivered at the time of purchase will substantially conform to the Documentation, and that the original media and Documentation are free from defects in material and workmanship under normal use for a period of time from the Licensee’s original purchase date  thereof (the “Limited Warranty Period”), provided the Software is used in accordance with the Documentation and with compatible computer hardware and operating systems.  The Limited Warranty Period for Lantern is thirty (30) calendar days.  This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Lantern’s entire liability and Licensee’s sole and exclusive remedy shall be, at Lantern’s option, either to (a) correct or help Licensee work around or avoid a reproducible error or (b) replace defective media or Documentation. An “Error” is a defect in the Software that causes it not to perform substantially in accordance with the limited warranty set forth above. Any replacement Software will be warranted for the remainder of the original warranty period only.

7. Third Party Products and Services.  Licensee acknowledges that its rights under this Agreement, in the nature of warranty or otherwise, are solely against Lantern. NO SUPPLIER MAKES ANY WARRANTY, ASSUMES ANY LIABILITY, OR UNDERTAKES TO FURNISH TO LICENSEE ANY SUPPORT OR INFORMATION CONCERNING THE SOFTWARE OR ANY PORTION OF THE SOFTWARE. Licensee hereby releases all Suppliers from any claims, damages or losses arising from the use of the Software, regardless of the form of action.

8. Support & Maintenance Services. Lantern shall provide the level of support and maintenance services, if any, purchased separately as specified in the applicable Sales Agreement. All support and maintenance services shall be provided pursuant to Lantern’s standard support and maintenance terms which are available upon request

9. Professional Services. Lantern, or its affiliates shall provide professional consulting services (“Professional Services”), if any, purchased in the applicable Sales Agreement and related Statement of Services (“SOS”).  Lantern agrees to use diligent efforts to render the Professional Services described on the SOS by the delivery dates specified therein, if any. Any deliverables provided to Licensee as part of the Professional Services shall be deemed “Deliverables”. Unless otherwise specified in a SOS, the Deliverables will be accepted upon delivery. The parties may execute additional Statements of Services describing Professional Services, which will become part of this Agreement upon execution. Licensee agrees to provide Lantern with reasonable access to your materials, resources, personnel, equipment or facilities to the extent such access is necessary for the performance of Professional Services. To the extent that Licensee does not timely provide the foregoing access required for Lantern to perform the Professional Services or deliver the Deliverables, Lantern shall be excused from performance until such items are provided. No changes will be made to the Deliverables or the SOS except by a written agreement. If Licensee desires to change a SOS and Lantern agrees with the proposed changes, Lantern shall prepare a change order to the SOS detailing the changes, any fee or delivery schedule adjustments required as a result of such changes, and any other necessary adjustments.  If Licensee and Lantern are not able to agree to a change order, the SOS will remain unchanged.  Lantern grants Licensee a non-transferable, non-sublicensable, non-exclusive license to the Deliverables subject to any term, user or usage limitations, geographic limitations, or other restrictions set forth in the applicable Sales Agreement or SOS.

10. Expenses. Licensee, when invoiced, will reimburse Lantern for reasonable expenses incurred in performing the Professional Services, including, but not limited to, travel and accommodation costs, long distance telecommunications costs, courier fees, reproduction costs, and other reasonable out-of-pocket costs.  At Licensee’s request, Lantern will provide copies of receipts or other customary expense documentation for expenses incurred.

11. Disclaimer of Warranties. EXCEPT AS SPECIFICALLY PROVIDED ABOVE, THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. ALL OTHER WARRANTIES ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SOFTWARE’S FUNCTIONS WILL MEET LICENSEE’S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH LICENSEE. If a disclaimer of implied warranties is not permitted by law, the duration of any such implied warranty is limited to the time period for the specific Software product purchased, as stated in Section 6 above “Limited Warranty and Limited Remedy” from the date of purchase by the original Licensee purchaser. Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so such limitations or exclusions may not apply to Licensee. This limited warranty gives Licensee specific legal rights, and Licensee may also have other rights which vary from jurisdiction to jurisdiction.

12. Liability Exclusions and Limitations.  IN NO EVENT SHALL LANTERN OR ANY SUPPLIER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF USE OR INTERRUPTION OF BUSINESS), OR FOR LEGAL FEES, ARISING OUT OF THE USE OF THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF LANTERN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LANTERN’S AGGREGATE LIABILITY HEREUNDER EXCEED THE LICENSE FEE PAID BY LICENSEE. This limitation shall apply notwithstanding any failure or inability to provide the limited remedies set forth above. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation(s) or exclusion(s) may not apply to Licensee.

13. Proprietary Rights-Contracts with Certain U.S. Government Agencies.  If the Software is acquired under the terms of a Department of Defense or civilian agency contract, the Software is “commercial item” as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) of the DoD FAR Supplement and its successors. All U.S. Government end users acquire the Software with only those rights set forth in this Agreement.

14. Export Restrictions. The U.S. Government maintains certain embargoes and restrictions that vary from country to country for the export and re-export of certain commodities and technical data of United States origin, including Software in any medium.  Lantern, and its entities and employees, worldwide, are prohibited from all dealings with any country on the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury Trade Sanctions List located at United States Department of Commerce Bureau of Industry and Security http://www.pmddtc.state.gov/embargoed_countries/index.html in addition to restricting business transactions with individuals on the Denied Persons List located at http://www.bis.doc.gov/dpl/default.shtm.

Neither Lantern or Licensee shall export, directly or indirectly, any information acquired under this Agreement or any products utilizing any such information to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other government approval without first obtaining such United States and foreign government license or approval.

15. Severability. Licensee acknowledges and agrees that each provision of this Agreement that provides for a disclaimer of warranties or an exclusion or limitation of damages represents an express allocation of risk, and is part of the consideration of this Agreement. Invalidity of any provision of this Agreement shall not affect the validity of the remaining provisions of this Agreement.

16. Audit Rights. Lantern, or a Lantern designated agent, (the “Auditor”) may upon five (5) business days written notice to Licensee, inspect any of Licensee’s facilities where the Software is used and audit records for the purpose of confirming Licensee’s compliance with the exercise of the licenses granted in Section 2 “License Types/Grants/Use”.  All such audits will be conducted during reasonable business hours and in a manner that does not unreasonably interfere with Licensee’s business activities.  The audit shall be performed at Lantern’s sole expense; provided however, that if, as a result of the Lantern audit, it is determined that Licensee is out of compliance by five percent (5%) of Licenses Granted and that Licensee owes Lantern additional fees, then Licensee shall bear the reasonable cost of Lantern’s audit and pay all past-due fees, in addition to such other remedies as Lantern may have under the terms and conditions between Licensee and Lantern.

17. Data Collection.  Lantern may provide directly, or through qualified third parties, corrective and preventative technical support services under the terms of this Agreement.  Licensee expressly consents to the provision and collection of certain Licensee information and data in connection with the services.  The personal information Lantern collects will be used by Lantern, and its third party suppliers, to 1) provide the technical support service(s) or the transaction(s) Licensee has requested or authorized; 2) be used to request additional information on feedback that Licensee provides about the product or service that Licensee is using; 3) to provide critical updates and notifications regarding the pre-release software; or 4) to improve the product or service, i.e. fixing reported product issues.  Licensee expressly consents to Lantern permitting certain third parties and consultants that it retains to perform services on its behalf to access Licensee’s information and data solely to perform the services for Licensee.  The Licensee is responsible for providing any required notices and/or obtaining any required consents relating to collection and use of such data (including any such consent necessary for Lantern to provide these services). The Licensee is responsible for taking the steps necessary to ensure that the Licensee’s use of the services complies with applicable laws, regulations, and codes of practice.  Licensee acknowledges that to the extent permitted by law, Lantern assumes no responsibility for storage of Licensee data or information.

18. Confidential Information. All information relating to either party that is known to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence and shall not be disclosed by either party except to the extent that such disclosure is reasonably necessary to the performance of this agreement. This obligation of confidentiality shall survive the term of this agreement, but shall not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation..

19. General.  This Agreement supersedes all prior written statements, proposals or agreements relative to its subject matter. It may be modified only by a writing executed by an authorized representative of Lantern. No Lantern dealer or sales representative is authorized to make any modifications, extensions or additions to this Agreement. This Agreement is governed by the laws of the State of California without application of its conflicts of law principles. The Superior Court of Sacramento County, California and/or the United States District Court for the Eastern District of California shall have jurisdiction and venue over all controversies in connection herewith.  The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

For any questions, contact: Lantern Data Systems, LLC. 2728 13^th Street, Sacramento, CA 95818