Nerdery License, version 1.0 (“NL 1.0”) 1. Definitions. Capitalized terms have the meanings set forth or referred to in Section 1: “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person. “Authorized User” means each of the individuals authorized to use the Licensed Software pursuant to Section 2 and the other terms and conditions of this Agreement. “Documentation” means any and all manuals, instructions and other documents and materials that Licensor provides or makes available to Licensee in any form or medium which describe the functionality, components, features or requirements of the Licensed Software, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. “License” refers to this “Nerdery License”. “Licensed Software” means the source code to which Licensor has attached the notice in Exhibit A. “Licensee” means the Person to whom this License has been provided. “Licensor” is the Nerdery, LLC and its Affiliates. “New Version” means any new version of the Licensed Software that Licensor may from time to time introduce, and which Licensor may make available to Licensee at an additional cost under a separate written agreement. “Permitted Use” means use of the Licensed Software by an Authorized User to the extent the Licensed Software is embedded in a Deliverable or is necessary for an Authorized User to receive the benefit of the Deliverable. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity. “Representatives” means, with respect to a Party, that Party’s and its Affiliates’ employees, officers, directors, agents, independent contractors, service providers, sublicensees, subcontractors and legal advisors. “Transfer” means the authorized and actual handover of the Licensed Software from the Licensor to the Licensee, or from a Licensee to another Licensee. 2. License Grants and Conditions. 2.1 Grant. Subject to the terms and conditions of this Agreement, and conditioned on Licensee’s and its Authorized Users’ compliance therewith, Licensor hereby grants to Licensee a nonexclusive, transferable, irrevocable, royalty-free, fully paid up right and license to use, copy, modify, and prepare derivative works of the Licensed Software and Documentation. 2.2 Transfer of License. Any transfer of the Licensed Software and Documentation pursuant to Section 2.1 must be under the terms of this License. Licensee must inform recipients that the Licensed Software and Documentation is governed by the terms of this License, and how they can obtain a copy of this License. A Licensee may not attempt to alter or restrict the recipients’ rights in the Licensed Software and Documentation. 2.3 Effective Date. The License granted in Section 2.1 becomes effective on the first date the Licensor / Licensee Transfers the Licensed Software. 2.4 Limitations on Grant Scope. The licenses granted in this Section 2 are the only rights granted under this license. No additional rights or licenses will be implied from the distribution or licensing of Licensed Software under this License. Except as this License expressly permits, Licensee shall not, and shall not permit any other Person to: (a) remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trademarks, terms of the Documentation, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks or serial numbers on or relating to any copy of the Licensed Software or Documentation; (b) use the Licensed Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable Law; or (c) use the trademarks, service marks, or logos of Licensor, unless the Licensor has agreed otherwise in a separate agreement. 3. Intellectual Property Rights. 3.1 Intellectual Property Ownership. Licensee acknowledges and agrees that: (a) the Licensed Software and Documentation are licensed, not sold, to Licensee by Licensor and Licensee does not and will not have or acquire under or in connection with this Agreement any ownership interest in the Licensed Software or Documentation, or in any related Intellectual Property Rights; (b) Licensor is and will remain the sole and exclusive owner of all right, title and interest in and to the Licensed Software and Documentation, including all Intellectual Property Rights relating thereto, subject only to the limited license granted to Licensee under this Agreement; and (c) Licensee hereby unconditionally and irrevocably assigns to Licensor or Licensor’s designee, its entire right, title and interest in and to any Intellectual Property Rights that Licensee may now or hereafter have in or relating to the Licensed Software or Documentation (including any rights in derivative works or patent improvements relating to either of them), whether held or acquired by operation of law, contract, assignment or otherwise. 3.2 No Implied Rights. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Licensee or any third party any Intellectual Property Rights or other 4. Disclaimer of Warranty. UNLESS THE PARTIES EXPRESSLY AGREE OTHERWISE, ALL LICENSED SOFTWARE AND DOCUMENTATION PROVIDED BY LICENSOR ARE PROVIDED “AS IS.” LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. 5. Limitations of Liability. UNLESS THE PARTIES EXPRESSLY AGREE OTHERWISE, IN NO EVENT WILL EITHER PARTY OR ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, OR AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA, LOST TIME, LOST SAVINGS, LOST CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, OR FOR ANY MATTER ARISING FROM OR RELATING TO THESE TERMS EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 6. Notices. You may not remove or alter the substance of any license notices (including copyright notices, patent notices, disclaimers of warranty, or limitations of liability) contained within the Source Code Form of the Covered Software, except that You may alter any license notices to the extent required to remedy known factual inaccuracies. 7. Miscellaneous. This License, together with any terms and conditions to which Licensor and Licensee have previously agreed, including, but not limited to, a Master Service Agreement or the terms and conditions listed at Nerdery.com/terms (collectively, the “Terms”) constitutes the sole and entire agreement of the parties with respect to the Licensed Software and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the License and the Terms, the Terms will take precedence. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Exhibit A - Source Code Form License Notice This Source Code Form is subject to the terms of the Nerdery License, v. 1.0 (“NL”). If a copy of the NL 1.0 was not distributed with this file, it can be obtained at https://raw.githubusercontent.com/thenerdery/nerdery_license/master/License.txt. If it is not possible or desirable to put the notice in a particular file, then Licensee may include the notice in a location (such as a LICENSE file in a relevant directory) where it would reasonably be expected to be found. You may add additional accurate notices of copyright ownership.