ComboCurveMaster License Agreement

1. “Affiliate” or “Affiliates” of a Party shall mean a current or future person or entity directly or indirectly controlling, controlled by, or under common control with such Party. “Control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession directly or indirectly, through one or more intermediaries, of the following: (i) in the case of a corporation, the power or authority to vote or dispose of 50% or more of the outstanding voting securities entitled to elect directors or individuals who perform similar management functions thereof; and (ii) in the case of any other entity, the power or authority to cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise.
2. “Authorized User” means any employee, contractor or consultant of Client authorized to directly or indirectly access and utilize the Data Product and/or the Licensed Software on behalf of Client. If the applicable Order Form provides for Named User licenses, only Named Users may be Authorized Users.
3. “Client Facilities” means Credentials and any account, hardware, system or other facility within the custody or control of Client.
4. “Concurrent Users” means the maximum number of Authorized Users that are authorized to access and/or utilize the Data Product and/or Licensed Software at any given time, as set forth in the applicable Order Form.
5. “Conversions” means conversion of a Client database from an alternate software format into a format compatible with the Licensed Software and any services ancillary thereto, including without limitation, production data, well header data, and economic inputs.
6. “Credentials” means any user accounts, passwords and other authentication credentials associated with use of the Data Product or Licensed Software by the Authorized Users.
7. “Data Product” means the proprietary petroleum data feed developed by, collected and arranged by CC and provided pursuant to an Order Form.
8. “Data Room Hosting” means Client’s right to host CC database Share Code in virtual data rooms in respect of transactions for which CC has performed analysis, to the extent Data Room Hosting is included in the applicable Order Form.
9. “Documentation” means any help files, instruction manuals, or other related materials provided by CC and describing operation and use of the Licensed Software and the Data Product.
10. “Integrations” means integration of any necessary Client data and systems as specified in the Order Form, which are connected via either ComboSync solutions and/or ComboCurve-hosted RESTful API self-service data flows to and from ComboCurve, and any services ancillary thereto.
11. “Intellectual Property” means all rights associated with patents and inventions; copyrights, mask works and other works of authorship (including moral rights); trademarks, service marks, trade dress, trade names, logos and other source identifiers; trade secrets; software, databases and data; and all other intellectual property and industrial designs.
12. “Licensed Software” means the proprietary set of software tools developed by CC for the detailed analysis of oil and gas assets.
13. “Named Users” to the extent provided for in the applicable Order Form, means those individuals named in the Order Form who are permitted to be Authorized Users.
14. “Order Form” means any order form executed in writing by the Parties under this Agreement.
15. “Services” means any services performed by CC or its service providers pursuant to an Order Form, including without limitation, Training, Conversions and Integrations.
16. “Share Code” a user-generated code to allow secure transfer of project data that is hosted in a virtual data room between CC clients.
17. “Training” means either on-site or online (self-taught) services, as requested by Client in the applicable Order Form, to inform and instruct Client’s Authorized Users in respect of the Data Product or Licensed Software beyond the materials provided in the Documentation.

1. Grant of Rights. Subject to Client’s compliance in all material respects with the terms and conditions of this Agreement (including any limitations on use set forth in the applicable Order Form), CC hereby grants Client a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Licensed Software and Data Product, only as set forth in an Order Form, and only in the form made available by CC or its licensors. Except as expressly permitted under the applicable Order Form, the license(s) granted herein is limited to access and use of the Data Product and Licensed Software by Authorized Users for whom CC has issued individual user IDs. Client acknowledges and agrees that it is liable for access to or use of the Licensed Software and Data Product by Authorized Users.
2. Restrictions. Except as expressly permitted under this Agreement or the applicable Order Form, Client shall not itself, nor shall it permit any other party to: (i) reproduce, modify, translate, adapt or create derivative works based upon the Licensed Software; (ii) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Data Product or Licensed Software; (iii) access the Data Product or Licensed Software for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Data Product or Licensed Software; (iv) rent, lease, lend, sell or sublicense the Data Product or Licensed Software or otherwise provide access to the Data Product (and any derivatives or data exports thereof) or Licensed Software to anyone who is not an Authorized User; or (v) use the Data Product or Licensed Software in any way that does not comply with all applicable laws and regulations.

Subject to the terms and conditions of this Agreement, CC or its service providers will provide Client with the Services as set forth in the applicable Order Form. Client understands that neither CC nor its service providers will provide any oil field services, such as operation of drilling machinery or construction or tear-down of drill rigs. Services will be limited to setting up and maintaining Licensed Software and providing Training and support relating to the Data Product or Licensed Software, and if required by the applicable Order Form, performing Conversions or Integrations. Client acknowledges and agrees that (i) Conversions and Integrations will be performed on a best-efforts basis; (ii) CC cannot guarantee the results of Conversions or Integrations; and (iii) discrepancies due to software functionality and calculation differences can occur.

1. Responsibilities. Client shall be solely responsible for (i) ensuring that it uses the Data Product or Licensed Software only in a manner that complies in all material respects with all applicable laws and regulations, (ii) obtaining, configuring and maintaining any third-party hardware, network connectivity and third-party software required to access and use the Data Product or Licensed Software, including computers, operating systems, web browsers and storage devices, and (iii) the confidentiality of Credentials and all activities undertaken using Client Facilities.
2. Notification and Security. In the event that Client becomes aware of any unauthorized access to or use of any portion of the Data Product or Licensed Software, Client shall promptly give written notice to CC of such breach and make reasonable efforts to eliminate it. Client shall at all times implement appropriate security policies and procedures and access control methodologies to safeguard access to and use of the Data Product or Licensed Software through Client Facilities. All such measures shall comply with prevailing industry standards but in no case consist of less than reasonable care.

1. Fees. Client shall pay CC the applicable fees set forth in each Order Form. Unless otherwise specified in the applicable Order Form, payment of fees will be due net thirty (30) days after invoice by CC. Any payment not received from Client when due shall incur interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is less.
2. Taxes. Any and all amounts payable hereunder by Client are exclusive of any value added, sales, use, excise or other similar taxes (collectively, “Taxes”). Client shall be solely responsible for paying all applicable Taxes. If CC has the legal obligation to collect any Taxes, Client shall reimburse CC upon invoice by CC. If Client is required by law to withhold any taxes from its payments to CC, Client shall provide CC with an official tax receipt or other appropriate documentation to support such payments and take reasonable steps to minimize such payments.

1. Client Data. Client shall be responsible for all information and data that Client transmits, submits or otherwise enters into or through the Licensed Software (“Client Data”). CC acknowledges and agrees that, as between Client and CC, Client owns all right, title and interest in and to Client Data. Client hereby grants CC and its service providers a worldwide, royalty-free, non-exclusive license to use, process, analyze, reproduce, and modify Client Data to: (i) provide the Services, Licensed Software, and Data Product to Client; and (ii) refine, improve, and develop the Services, Licensed Software, and Data Product, by making use of such data in an aggregate manner that does not reveal any personally identifiable information or otherwise identify Client as the source of such data (“De-Identified Data”). To the extent CC collects or generates De-Identified Data, CC may use such De-Identified Data during and after the term of this Agreement for any lawful purpose.
2. CC Ownership. Client acknowledges and agrees that, as between CC and Client, CC (and its licensors and third-party data providers, if applicable) own all rights, title and interest (including all Intellectual Property) in and to Licensed Software and Data Product, including all components thereof (e.g., API connections) and all modifications and improvements thereto.
3. Suggestions. If Client elects to provide or make available to CC any suggestions, comments, ideas, improvements or other feedback relating to the Data Product, Licensed Software or Services (“Suggestions”), Client hereby grants CC and its licensors a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Suggestions in any manner, without credit or compensation to Client.
4. Reservation of Rights. Each of the Parties reserves all rights not expressly granted under this Agreement.

1. Term. The term for this Agreement shall commence on the Effective Date and continue in effect until the conclusion of all Order Forms. Unless otherwise terminated by either Party giving written notice of its intention to terminate at least thirty (30) days prior to the expiration of the initial term or any Renewal Term of the Order Form, each Order Form shall be automatically renewed for a one-year period (each such one-year period, a “Renewal Term”).
2. Renewal Term. CC’s fees shall remain as set forth in the Order Form during the initial term of the Order Form (“Initial Term”). Any increase in fees for any Renewal Term will be communicated to Client at least thirty (30) days prior to the date Client must provide notice of termination pursuant to Section 7(a).
3. Termination. Notwithstanding anything to the contrary, this Agreement or an Order Form may be terminated as follows: (i) by the non-breaching Party upon a material breach of this Agreement (or the applicable Order Form) by the other Party, which breach is not cured within thirty (30) days after receipt of written notice from the non-breaching Party; or (ii) by either Party in the event the other Party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor’s relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such Party’s business.
4. Events Upon Termination. Upon expiration or termination of this Agreement for any reason: (i) Client shall immediately cease all use of and access to the Data Product or Licensed Software; and (ii) Client shall immediately uninstall and delete all copies of the Data Product or Licensed Software from Client Facilities or otherwise within Client’s possession or control.
5. Survival. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination, including Sections: 2(b) (Restrictions); 5 (Fees and Taxes); 6 (Intellectual Property); 7(c) (Events Upon Termination); 7(d) (Survival); 8 (Representations and Warranties; Disclaimer); 9 (Confidential Information); 10 (Non-Solicitation); 11 (Limitation of Liability); and 12 (Miscellaneous).

1. General. CC and Client each represents and warrants to the other that: (i) it has the necessary power and authority to enter into this Agreement; (ii) the execution and performance of this Agreement have been authorized by all necessary corporate or institutional action; (iii) entry into and performance of this Agreement will not conflict with any provision of law or the certificate of incorporation, bylaws or comparable organizational documents of such Party; (iv) no action by any governmental organization is necessary to make this Agreement valid and binding upon such Party; and (v) it possesses all governmental licenses and approvals necessary to perform its obligations under this Agreement.
2. Services Warranty. CC represents and warrants that the Services will be performed in a competent and workmanlike manner and will conform in all material respects to the specifications set forth in the applicable Order Form for a period of ninety (90) days from completion of the applicable Service (“Warranty Period”). As Client’s sole and exclusive remedy and CC’s sole and exclusive obligation for any breach of the warranties contained in this Section 8(b), CC shall re-perform the applicable Service to the extent Client provides CC written notice of breach within the applicable Warranty Period.
3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, ALL SOFTWARE, PRODUCTS, AND SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND CC, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE SOFTWARE, PRODUCTS, AND SERVICES PROVIDED UNDER THIS AGREEMENT, OR THAT USE OF SUCH SOFTWARE, PRODUCTS, AND SERVICES WILL BE, ACCURATE, ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES, OR WILL INCREASE CLIENT’S EFFICIENCY OR OTHERWISE MEET CLIENT’S REQUIREMENTS. DUE TO THE NATURE OF PUBLIC RECORD INFORMATION, THE DATA PRODUCT MAY CONTAIN ERRORS. SOURCE DATA IS SOMETIMES REPORTED OR ENTERED INACCURATELY, PROCESSED POORLY OR INCORRECTLY, AND IS GENERALLY NOT FREE FROM DEFECT. BEFORE RELYING ON ANY DATA, IT SHOULD BE INDEPENDENTLY VERIFIED. CC WILL HAVE NO LIABILITY WHATSOEVER WITH REGARD TO THE CONTENTS OF THE DATA PRODUCT OR CLIENT’S RELIANCE THEREUPON.

1. Definition. “Confidential Information” means information identified in good faith by either Party as being confidential or proprietary, or information that, given its nature or the circumstances of its disclosure, should reasonably be understood to be confidential or proprietary. Confidential Information shall include, but not be limited to, the terms and conditions of this Agreement, Client Data, the source code and architectural and physical framework of the various components of the Licensed Software, the Data Product, the Documentation, information relating to future releases of the Data Product or Licensed Software and its components, pricing information, and business plans provided by either Party. Client acknowledges and agrees that De-Identified Data is not the Confidential Information of Client.
2. Non-Disclosure. Each Party will use the Confidential Information provided by the other Party only as necessary to exercise its rights and discharge its obligations under this Agreement and for no other purpose without the prior written consent of the disclosing Party. Neither Party shall disclose to a third-party Confidential Information of the other Party. To maintain in confidence the Confidential Information of the disclosing Party, the receiving Party shall use the same degree of care as it uses to protect the confidentiality of its own Confidential Information of like nature, but no less than a reasonable degree of care. The foregoing obligations shall not apply to any Confidential Information that: (i) can be demonstrated to have been publicly known at the time of the disclosing Party’s disclosure of such Confidential Information to the receiving Party; (ii) becomes part of the public domain or publicly known, by publication or otherwise, not due to any unauthorized act or omission by the receiving Party; (iii) can be demonstrated to have been independently developed or acquired by the receiving Party without reference to or reliance upon such Confidential Information; (iv) is provided to the receiving Party by a third party who is under no obligation to the disclosing Party to keep the information confidential; or (v) is required to be disclosed by law; provided, however, that the receiving Party shall take reasonable actions to minimize such disclosure and promptly notify the disclosing Party, to the extent permitted by law, so that the disclosing Party may take lawful actions to avoid or minimize such disclosure.

During the Term of this Agreement and for a period of one (1) year after its termination, Client and any of its Affiliates shall not (i) solicit, induce, recruit, hire or agree to hire or otherwise encourage or entice any employee or contractor of CC or any of its Affiliates to leave the employ of CC or its Affiliates, or in any way interfere with the relationship between CC or its Affiliates and any employee or contractor thereof; or (ii) induce or attempt to induce any customer, supplier, licensee or other business relation of CC or its Affiliates to cease doing business with, or modify its business relationship with CC or its Affiliates, or in any way interfere with or hinder the relationship between any such customer, supplier, licensee or business relation and CC or its Affiliates. This provision shall not prohibit a CC employee or contractor from responding to general advertisements or job postings appearing in websites, newspapers, periodicals, trade journals or other media of broad circulation or to non-directed searches conducted by recruiting firms on behalf of Client or the hiring of any person responding thereto.

OTHER THAN WITH RESPECT TO A PARTY’S BREACH OF SECTIONS 2(b), 9 OR 10: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST OF COVER, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE SYSTEM OR ITS DELIVERY VIA THE INTERNET, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE; AND (B) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES RECEIVED BY CC FROM CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENTS GIVING RISE TO LIABILITY AROSE, PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY WITH RESPECT TO ANY FEES DUE AND PAYABLE TO CC UNDER THIS AGREEMENT.

1. Audit Right. Upon reasonable notice to Client, CC may, either itself or through an independent third-party auditor, enter onto Client’s premises during normal business hours to inspect and audit all applicable systems and records to verify that Client’s use of the Data Product or Licensed Software is in compliance with the terms of this Agreement. Further, upon request, Client shall certify as to such compliance.
2. Personnel Conduct. CC shall be solely responsible for the conduct of its employees and subcontractors working on any project related to this Agreement, and shall ensure that while providing Services hereunder at any of Client’s premises any such employees and subcontractors comply with Client’s site security, information security and personnel conduct rules and procedures that are provided to CC in writing or are otherwise clearly posted at Client’s premises, as well as applicable federal, state and local laws, executive orders and regulations.
3. Independent Contractors. The relationship between CC and Client established by this Agreement is solely that of independent contractors. Neither Party is in any way the partner or agent of the other, nor is either Party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other Party, without the express prior written consent of such other Party.
4. Subcontractors. CC may subcontract performance of its obligations under this Agreement. Before subcontracting any such performance, CC shall enter into a written agreement with each such subcontractor that gives effect to CC’s obligations under this Agreement, including all obligations of CC under this Agreement relating to Confidential Information and Intellectual Property.
5. Notice. All notices, demands and other communications (“Notices”) to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and sent to the Parties according to the contact information provided below, or such other contact information as either Party shall notify the other in accordance with this Section 12(e):

To:
ComboCurve, Inc.
11152 Westheimer Road, #156
Houston TX 77042
Attn: Chung Wong

To:
[Client]
[Address]
[City, State Zip]
Attn: [Billing Contact]

6. Branding. Notwithstanding anything to the contrary, including Section 9, CC shall be permitted to: (i) use Client’s name and/or logo to identify Client as a CC customer, including on CC’s public website and marketing material, provided that such use shall comply with any written guidelines that Client may deliver to CC regarding the use of its name and/or logo and that such use shall not be deemed Client’s endorsement of the Licensed Hardware, Data Product or Services; and (ii) upon Client’s prior approval thereof, issue mutually acceptable joint press releases. Client agrees to serve, upon prior written notice, as a reference customer for prospective customers, investors, media or analysts of CC and make appropriate representatives available during reasonable times via telephone for such purposes. Client agrees, upon prior written notice, to make appropriate representatives available during reasonable times for a mutually agreed upon written customer case study and/or video testimonial that may be published and used as CC marketing material.
7. Assignment. Client may not assign this Agreement or delegate any right or obligation hereunder, by operation of law or otherwise including without limitation, by merger, reverse merger, stock acquisition or otherwise, regardless of whether or not Client is the surviving entity, without the prior written consent of CC. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
8. Interpretation. For the purposes of this Agreement: (i) use by Client includes use by Admin Users and Testers all of whom must be Authorized Users hereunder; (ii) the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (iii) the word “or” is not exclusive; and (iv) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.
9. Entire Agreement. This Agreement, including any Order Forms executed hereunder, contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter. This Agreement shall control over any purported additional or conflicting terms or conditions imposed by any purchase order or similar document issued by Client in connection with the Data Product, Licensed Software or Services, it being understood and agreed that CC’s and Client’s rights and obligations with respect to the Data Product, Licensed Software or Services are exclusively governed by this Agreement.
10. Amendment. This Agreement may not be amended except in a writing executed by an authorized representative of each Party.
11. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement.
12. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
13. Jurisdiction. The Parties agree that any action, proceeding, controversy or claim between them arising out of or relating to this Agreement (collectively, an “Action”) shall be brought only in a court of competent jurisdiction in Houston, Texas. Each Party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any Action. To the greatest extent allowable at law, each Party hereby agrees to waive its right to a trial by jury in respect of any Action.
14. No Waiver. The failure of either Party to require strict performance by the other Party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of the provisions of this Agreement, or of any breach or default hereunder, must be set forth in a written instrument signed by the Party against which such waiver is to be enforced.
15. Force Majeure. Other than in respect of the obligations to make payment hereunder, neither Party shall be liable for any failure to perform under this Agreement to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the Party invoking this provision.
16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.