3.1 Delivery of Bungee Run-Time Code and Licensee Modifications. BL will make the Source Code of Bungee Run-Time Code available to Licensee via the Bungee Labs Community Website. Licensee will deliver to BL in Source Code form all Licensee Modifications and Error Corrections via the Bungee Labs Community Website, together with a file documenting the Modifications and Error Corrections and the date of such modifications.

3.2 Modifications. Licensee must include a proprietary notice in the header of any file containing a Licensee Modification in the format designated on the Bungee Labs Community Website. Licensee may not limit or subset the functionality of the Bungee Run-Time Code, either technically or in any documentation or marketing literature.

3.3 Source Code Restrictions. Licensee shall treat the Source Code of the Bungee Run-Time Code with the same degree of care and safeguards that Licensee takes with Licensee's own trade secrets, but in no event less than a reasonable degree of care.

3.4 Restrictions Related to Licensee Interfaces.

3.5 Circumvention of Technological Protection Measures. Licensee may not use the Bungee Run-Time Code or any portion thereof in an attempt to, or in conjunction with any device, program or service designed to, circumvent technological measures employed to control access to, or the rights in, a web service, data base, content or other work protected by user authentication mechanisms, user authorization mechanisms, or copyright laws of any jurisdiction.

3.6 Patents. Licensee agrees not to use any information derived from Licensee's use or review of the Bungee Run-Time Code, including but not limited to any algorithms or inventions that may be contained in the Source Code for the Bungee Run-Time Code, for the purpose of asserting any Licensee patent rights, or assisting a third party to assert any of its patent rights, against BL or any licensee of the Bungee Run-Time Code.

4.1 Use of Bungee Run-Time Code by Person or Entity. Subject to Licensee's payment of the per-Unit royalty fees set forth in Attachment A and Licensee's compliance with the testing requirements of Section 7, BL grants Licensee a non-exclusive, non-transferable, worldwide license during the Term to operate and use the number of Bungee Application Servers for which a royalty fee has been paid, to make available or deliver Licensee Product to End Users via the Internet, provided that such Licensee Product is a web-site or web-based application service and no portion of the Bungee Application Server is distributed in connection with such service.

4.2 Distribution of Bungee Pulse Client to End Users. Subject to Licensee's payment of the royalty fees set forth in Attachment A and the testing requirements of Section 7, BL grants Licensee a non-exclusive, non-transferable, worldwide license during the Term to reproduce and distribute the Bungee Pulse Client to End Users and the Bungee Application Server solely in connection with Licensee's delivery of a Licensee Product under Section 4.1, to End Users via the Internet or over-the-air software distribution.

4.3 Distribution of Bungee Run-Time Code. Subject to Licensee's payment of the per-Unit royalty fees set forth in Attachment A and, to the extent that any Modifications are made by Licensee, Licensee's compliance with the testing requirements of Section 7, BL grants Licensee a non-exclusive, non-transferable, worldwide license during the Term to distribute to End Users the number of Units for which royalty fees have been paid.

4.4 Restrictions.

4.5 Other Code. If Licensee combines the Bungee Run-Time Code with any code not proprietary to BL, including the Third Party Code, Licensee will be responsible for obtaining and adhering to appropriate license obligations from the appropriate licensors of Intellectual Property Rights for such code

5.1 Bungee Run-Time Code. As between BL and Licensee, BL is the owner of all Intellectual Property Rights in the Bungee Run-Time Code and any portion thereof. All rights not specifically granted herein to Licensee are reserved to BL.

5.2 Licensee Products. As between BL and Licensee, Licensee is the owner of all Intellectual Property Rights in the Licensee Products. No rights to the Licensee Products are granted to BL hereunder.

5.3 Licensee Modifications. Except as set forth in Section 5.4, Licensee is the owner of all Intellectual Property Rights in any Licensee Modifications, subject to BL's rights in the Bungee Run-Time Code.

5.4 License. Subject to Section 5.5, Licensee grants to BL a non-exclusive, perpetual, royalty-free, sublicensable, worldwide, revocable (as set forth in Section 6) license to use, modify, publicly perform, create derivative works, and distribute any Licensee Modifications.

5.5 Limitations of Patent Licenses. The following limitations apply to Licensee's patent licenses granted under Section 5.4.

5.6 Reservation of Rights. There are no implied licenses granted under this Agreement. All BL's rights, save for those expressly granted to Licensee hereunder, shall remain with BL. All Licensee's rights, save for those expressly granted to BL hereunder, shall remain with Licensee. Except as expressly provided herein, or to the extent expressly allowed by law, Licensee shall not modify, reproduce, display, decompile, reverse engineer, store, sell, sublicense, lease or otherwise transfer or distribute the Bungee Run-Time Code, in whole or in part.

6.1 Licensee's Right to Revoke Patent Licenses of Other Bungee Labs Licensees. Licensee may, upon a notice in writing to BL, revoke its patent licenses granted under this Agreement with respect to any specific Bungee Labs Licensee if such Bungee Labs Licensee asserts a Related Patent Claim covering Licensee Products against Licensee, its Affiliates, customers, licensees or contractors. For purposes of this Section 6, a Related Patent Claim is a patent claim that relates to (i) the Bungee Run-Time Code or any Licensee Modification; or (ii) the functionality of web browser user interface and graphical rendering and interactivity, whether such functionality is provided by software, hardware or combination between software and hardware. Upon receipt of a notice of revocation from Licensee, BL shall promptly serve notice of revocation of Licensee's patent rights upon the applicable Bungee Labs Licensee, and the revocation of the license shall apply from the date of BL's notice to such Bungee Labs Licensee.

6.2 Licensee's Right to Revoke Patent Licenses to BL. Licensee may, upon notice to BL, revoke its patent licenses granted under this Agreement with respect to BL if BL asserts a Related Patent Claim covering Licensee's Products against Licensee, its Affiliates, customers, licensees or contractors. Any such revocation shall apply from the date of BL's receipt of such notice from Licensee and shall be effective only against BL and any future Bungee Labs Licensees but shall not affect the rights of any existing Bungee Labs Licensees who have taken a license from BL to the applicable Modifications.

6.3 The Right of Other Bungee Labs Licensees to Revoke Patent Licenses of Licensee. Any Bungee Labs Licensee may, upon notice to BL, revoke its patent licenses governing any Modifications submitted by such Bungee Labs Licensee with respect to Licensee if Licensee asserts any Related Patent Claim covering any products of such Bungee Labs Licensee against such Bungee Labs Licensee, its Affiliates, customers, licensees or contractors. Such revocation shall be effective against Licensee upon BL's notice to Licensee of such revocation.

6.4 BL's Right to Revoke Patent Licenses to Licensee. BL may, upon notice to Licensee, revoke its patent licenses granted hereunder if Licensee asserts any Related Patent Claim covering any products of BL against BL, its Affiliates, customers, licensees or contractors. Such revocation shall be effective upon BL's notice to Licensee of such revocation.

6.5 Requirements. A party's right to revoke patent licenses under this Section 6 is effective only if: (i) such party has clearly marked Modifications with its proprietary notice in the appropriate header file (as required, in the case of Licensee, by Section 3.2 hereunder); and (ii) the notice of revocation to the other party specifically identifies the patent number, grant number, publication number, or other uniquely identifying indicia of the relevant patent.

7.1 Testing. Prior to distributing any combination of Bungee Run-Time Code and a Licensee Product as a Unit, Licensee will test the Unit to ensure that the Bungee Run-Time Code as integrated with the Licensee Product performs satisfactorily as part of a Unit and meets the testing criteria set forth in the applicable, then-current TCK.

7.2 Third Party Testing. In the event that BL discovers that Licensee has distributed Units that do not pass the TCK, BL will so notify Licensee and Licensee shall immediately take corrective action. In addition, BL may require that future testing to be conducted under this Section 7.1 will be conducted by a third party agreeable to both BL and Licensee at Licensee's expense.

8.1 Upgrades. The license rights granted hereunder shall include any Upgrades to the Bungee Run-Time Code issued by BL to Licensee during the Term.

8.2 Upgrades with New Functionality. In the event that an Upgrade of Bungee Run-Time Code contains new functionality, BL may offer such Upgrade with amended license terms provided that such new license terms (i) are limited to the new functionality and (ii) are generally required of every Bungee Labs Licensee to obtain license rights to the applicable Upgrade. Licensee can elect to accept or reject such Upgrade and associated new license terms.

8.3 Use of Upgrades. After BL makes available to Licensee any Upgrade to either the Bungee Run-Time Code, Licensee shall use its best efforts to promptly include such Upgrade in the next new release of Units, but in no event later than three (3) months following general availability of such Upgrade from BL to the Bungee Labs Community Website, or twelve (12) months following general availability of such Upgrade from BL to the Bungee Labs Community Website for any Units that are hardware based. Thereafter, Licensee shall cease creation of Units using prior versions of the Bungee Run-Time Code, as applicable.

9.1 End User Support. As between BL and Licensee, Licensee is responsible for providing technical and maintenance support services for Units to End Users and to any potential Unit purchaser authorized under Section 4.2.

9.2 Licensee Support. Licensee may enter into a fee-based developer support agreement for direct private support directly from BL. Licensee may obtain free, public information relating to support of Bungee Run-Time Code from the Bungee Labs Community Website.

10.1 BL represents and warrants to Licensee that, to the best of BL's knowledge, and except as set forth in Section 4.3, the Bungee Run-Time Code and each portion thereof is either owned or properly licensed by BL or are in the public domain and the use thereof by Licensee does not and will not infringe any proprietary rights of any third party. BL does not warrant that Licensee's use of the Bungee Run-Time Code will be uninterrupted or that the operation of the Bungee Run-Time Code will be error-free or secure.

10.2 BL represents and warrants to Licensee that the Bungee Run-Time Code will (i) perform in accordance with the applicable published or mutually agreed upon specifications and related documentation provided by BL, and (ii) be free from defects in materials.

10.3 Unless otherwise authorized in writing by BL to do so, Licensee shall make no representations or warranties concerning the Bungee Run-Time Code that are inconsistent with representations contained in the Documentation. Licensee will, at its expense, indemnify and hold BL harmless from and against any claims based on unauthorized representations or warranties made by Licensee concerning the Bungee Run-Time Code or the Unit.

10.4 Licensee warrants that Licensee has the full right and authority to enter into this Agreement and grant to BL the license rights granted herein.

10.5 EXCEPT AS SPECIFICALLY SET FORTH ABOVE, NEITHER PARTY MAKES ANY WARRANTIES, AND BOTH PARTIES HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE.

11.1 BL Marks. Licensee acknowledges that "Bungee Connect" "Bungee Pulse"and other marks and associated logos used by BL with the Bungee Run-Time Code (collectively, the "BL Marks") are trademarks of BL. BL hereby grants to Licensee a non-exclusive, nontransferable license to use the BL Marks solely in connection with Licensee's marketing and distribution of Units. Licensee shall only use the BL Marks in the form and manner set forth in BL's Trademark Usage Guidelines found at http://www.bungeeconnect.com/about/presscenter/logos.html . If BL makes any changes to such Trademark Usage Guidelines or the BL Marks, BL will provide reasonable prior notice to Licensee for Licensee to distribute existing versions of the prior BL Marks as used in Licensee Product packaging, provided, however, that the parties must mutually agree upon any changes which would materially and adversely change Licensee's use of the BL Marks. Any instance of use of any BL Mark shall be subject to review by BL upon reasonable request and BL may, at its option and sole discretion, refuse any use of the BL Marks deemed by BL to be damaging, improper, or otherwise deleterious to its trademark rights. Licensee's use of any BL Mark in connection with this Agreement shall not create any right, title or interest, in or to the use of the BL Marks and all such use and goodwill associated with the BL Marks will inure to the sole and exclusive benefit of BL.

11.2 Proprietary Notices. Except as set forth in Section 3.2, Licensee and its employees and agents shall not remove or alter any proper trademark, copyright, or other proprietary notices on or in copies of the Bungee Run-Time Code or Documentation, or any portion thereof. In addition, Licensee shall place a notice in documentation for any Unit, or where otherwise agreed upon by the parties, which reads: "Portions of this software are included under license from Bungee Labs, Inc. Copyright 2007, 2008, Bungee Labs, Inc. All rights reserved."

12.1 Press Releases. Licensee may not make press announcements or other public statements regarding this License without the prior written consent of BL. Consent requests are welcome at [email protected].

12.2 Membership in Bungee Labs Community. Licensee hereby grants BL a non-exclusive, non-transferable, limited license to use Licensee's company name and logo ("Licensee Marks") in any presentations, press releases, or marketing materials solely for the purpose of identifying Licensee as a member of the Bungee Labs Community. Licensee shall provide samples of Licensee Marks to BL upon request. BL acknowledges that the Licensee Marks are the trademarks of Licensee. BL shall not use the Licensee Marks in a way that may imply that BL is an agency or branch of Licensee. BL understands and agrees that the use of any Licensee Marks in connection with this Agreement shall not create any right, title or interest, in, or to the Licensee Marks or any Licensee trademarks and that all such use and goodwill associated with any such trademarks will inure to the benefit of Licensee.

12.3 In all marketing materials relating to any Licensee Product, Licensee must attribute to the Bungee Run-Time Code any functionality provided by the Bungee Run-Time Code.

13.1 Term. The term of this Agreement (the "Term") shall commence on the Effective Date and shall continue for an initial term of two (2) years.

13.2 Termination for Cause. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving notice of the breach.

13.3 Other Termination.

13.4 Termination for Insolvency. Either party may terminate this Agreement immediately upon notice to the other party should the other party: (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of its creditors; (iii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (iv) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or (v) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the liquidation of such party's property or business affairs, provided that such decree is not vacated within ninety (90) days.

13.5 Effect of Termination or Expiration. Upon termination or expiration of this Agreement, the following rights granted hereunder shall terminate, as follows:

14.1 Royalties. In consideration for the license rights granted by BL hereunder, Licensee shall pay BL royalties in the amount and manner as set forth in Attachment A. Each royalty payment will be accompanied by a report as described in Attachment A.

14.2 Licensee shall pay all taxes, duties, import and export fees, and any other charges or assessments which are applicable to the performance of this Agreement, as it relates to the license rights granted to Licensee hereunder, and shall indemnify and hold BL harmless from any encumbrance, fine, penalty, or other expense which BL may incur as a result of Licensee's failure to pay any such taxes, duties, fees, charges, or assessments (collectively "Taxes"). Such indemnity shall not apply if BL fails to provide Licensee reasonable information reasonably requested by Licensee in writing to BL, and able to be reasonably provided by BL, in order to pay the appropriate amount of Taxes or obtain an exemption for Taxes for which Licensee qualifies, and BL agrees to indemnify and hold Licensee harmless from any encumbrance, fine, penalty, or other expense which Licensee may incur solely as a result of BL's failure provide such reasonable information as reasonably requested by Licensee as specified herein.

14.3 Licensee shall maintain all relevant accounting, manufacturing and shipment records relating to the Units as would be required by generally accepted accounting principals, and to retain such records for at least two (2) years after the expiration or termination of this Agreement. During the Term of this Agreement and for two (2) years thereafter, BL shall have the right, upon ten (10) days' notice, to engage an independent nationally recognized accounting firm to audit any such records of Licensee to ensure compliance with this Agreement during normal business hours. BL may not request an audit more than once a calendar year unless an audit reveals an underreporting of fees due to BL, in which case BL may not request an audit more than once per calendar quarter. The records reviewed for such audit and the results thereof shall be treated by the auditor as Confidential Information of Licensee. If any audit reveals a shortfall, Licensee shall promptly pay to BL such shortfall. If any audit reveals an overpayment, then Licensee shall credit such overpayment against its next payment or fees to BL. If any audit reveals that fees due BL are more than five percent (5%) of amounts remitted to BL, Licensee shall reimburse BL for its audit expenses for such audit.

15.1 By BL.

15.2 By Licensee.

16.1 Confidential Information. "Confidential Information" means any proprietary information or data, either oral or written, exchanged between the parties pursuant to this Agreement and designated as confidential by the disclosing party. It does not, however, include information that: (i) is already known by the recipient, (ii) becomes publicly known through no wrongful act of the recipient, or (iii) is received by the recipient from a third party without similar restriction and without breach of this Agreement. Each party agrees that it shall use the same care to protect against the unauthorized duplication, use, publication or disclosure of any such Confidential Information of the other party as it uses to protect its own proprietary and confidential information, and shall not use or disclose such Confidential Information except in connection with and in furtherance of the purposes of this Agreement, unless authorized in writing by the other party or pursuant to a valid court or administrative order. All materials, including copies and summaries, containing the other party's Confidential Information shall be destroyed or returned to such party, as instructed by such party, by the recipient promptly upon termination of this Agreement.

18.1 Neither party shall assign, transfer, or otherwise dispose of this Agreement, or any rights or obligations hereunder, without the other party's prior written consent, except that no consent shall be required to be obtained in connection with any such assignment, transfer, or other disposition of the Agreement in its entirety that occurs in connection with the sale of all or substantially all of the assets of the assigning party.

18.2 This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

19.1 Independent Contractor. The relationship created by this Agreement is one of independent contractors, and not partners or joint ventures. Nothing in this Agreement shall be interpreted to provide Licensee with any title or other ownership rights in the software and other materials provided by BL.

19.2 Notices. All notices and demands under this Agreement will be in writing and will be delivered by personal service, express courier, or United States mail, to the following addresses:

Either party may change the addresses set forth above by written notice to the other party. Notice will be effective on receipt.

19.3 Survival. The following terms of this Agreement shall survive expiration of termination of this Agreement: 1, 3.4.3, 3.5, 3.6, 5, 6, 10.5, 13.5, and 14 — 19. Furthermore, in the event of any termination or expiration of this Agreement, all End User licenses shall remain in effect.

19.4 Export Licenses. Licensee acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical data of United States origin. Licensee agrees that it will not export or re-export the Bungee Run-Time Code in any form without the appropriate United States or foreign government licenses. If Licensee exports Units or Bungee Run-Time Code from the United States, Licensee shall be responsible for any duties, penalties on other claims arising out of or relating to such exportation and importation. Upon Licensee's prior written request, BL agrees to provide Licensee with information reasonably required by Licensee to obtain appropriate export licenses.

19.5 GOVERNMENT RESTRICTED RIGHTS: The Bungee Run-Time Code and Documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software--Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. Manufacturer is Bungee Labs, Inc./ 625 East Technology Ave, B-2300/ Orem, Utah 84097. Licensee acknowledges that neither the Bungee Run-Time Code or underlying information or technology may be download or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. Licensee represents and warrants that it is not located in or under the control of a national or resident of any such country or on any such list.

19.6 Miscellaneous. This Agreement, together with the Attachments attached hereto and made a part hereof, and the BCSL R&D, constitute the complete and exclusive agreement between BL and Licensee with respect to its subject matter, and supersede all prior oral or written understandings, communications or agreements, notwithstanding any variance with any purchase order or other written instrument submitted by Licensee, whether formally rejected by BL or not. If any provision of the BCSL R&D conflicts with a provision of this Agreement, this Agreement governs. This Agreement may not be modified except in a writing duly signed by an authorized officer of BL and Licensee. The waiver by either party of any breach of this Agreement by the other party will not waive subsequent defaults by such party of the same or a different kind. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provision hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, excluding that body of law known as conflicts of law. The state and federal courts located in Salt Lake City, Utah have exclusive jurisdiction over any claim relating to this Agreement, including contract and tort claims. This Agreement shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

Bungee Labs, Inc.
625 East Technology Avenue, B-2300
Orem, Utah 84097

For Credit to Bungee Labs
RE: (Licensee Name Here)
Silicon Valley Bank
SIL VLY BK SJ
3003 Tasman Drive, Santa Clara, CA 95054
Routing & Transit #: 121140399
Credit Account#: 3300501226