Please read this Software License Agreement (“License”) carefully before using the ADEC software, aspects of which include integrations with third party software applications, such as Libryo Ltd (“Libryo”). After reading the License, you will be required to click “Agree to the Terms and Conditions” before proceeding and to agree to be bound by all the Terms and Conditions stated herein of this License. If you do not agree to the Terms and Conditions, you are not authorized to use ADEC software. This License is entered into by and between FCS International, Inc. (dba ADEC Innovations, Inc., dba FirstCarbon Solutions, Inc.), a California Corporation (“ADEC” or “Licensor”) for itself and on behalf of Libryo Ltd (“Libryo”) as its agent for this purpose and the party agreeing to these Terms and Conditions, herein after referred to as “you” or “Client”. Upon agreeing to the Terms and Conditions of this License, Client is granted a license to use the ADEC software further defined and identified below as a licensee. This License is effective on the date you agree to the Terms and Conditions.

1. Purpose

2. Software Licensing Definitions

3. System Access Term

4. Use of Software and Content/Scope of License

5. Data Ownership and Accuracy

6. Linked Data

While Client retains ownership at all times of its Client Data provided to ADEC, if Client elects to share Client Data with one or more other companies utilizing the System as Linked Data, then in addition to the rights granted in Section 5 above, Client hereby grants an irrevocable, perpetual, royalty- free, non- exclusive license to all such Linked Data for ADEC to use the Linked Data in connection with this License and the Services and in connection with the provision of services to other ADEC customers and such other companies.

Linked Data is limited to the Client Data entered during that period of time in which Client elects to share Client Data with one or more other companies utilizing the system and does not include data prior to that time or after Client stops sharing. Client understands that the Linked Data and Client’s identity may remain accessible to the other companies to which the Client agreed to share Linked Data even after Client decides to stop sharing new data, information, or material, and even after the expiration or termination of this License.

7. Compliance Module Users

8. Fees and Payments

9. Suspension of Services

10. System Access

11. Term and Termination

12. Limitations and Restrictions

The System and Services include confidential and proprietary information. Client shall not disclose, provide, or use, directly or indirectly, any of the System or Services or any portion thereof to or in connection with any other party.

13. Training and Implementation of Services

All training and implementation of services shall be provided under the terms of a separate written agreement or Service Order. To the extent any additional services are requested by Client and not otherwise covered in a written agreement, Client will be charged at ADEC’s current rate plus all reasonable travel, lodging, and meal expenses.

14. Other Services

Any other services including, but not limited to, data management, processing, and/or professional/technical consulting services shall be provided under the terms of a separate written agreement or Service Order. To the extent any additional services are requested by Client and not otherwise covered in a written agreement, Client will be charged at ADEC’s current rate plus all reasonable travel, lodging, and meal expenses. In absence of such a Service Order, Client acknowledges and agrees that ADEC is not providing any consulting, management, or advisory services to Client, legal or otherwise, in connection with the System, Client Data, or otherwise, including with respect to the input of data, the accuracy of the data, its evaluation, or its compilation for internal or external reporting purposes.

15. Maintenance and Support

(e) using commercially reasonable efforts to diagnose and resolve problems in the operation of the Client’s interface to the System prior to contacting ADEC for support; (f) using commercially reasonable efforts to confirm that reported problems are not due to Client’s system or third-party system; (g) consultation of ADEC documentation before submitting requests; and (h) providing ADEC with remote access to Client’s systems.

16. Intellectual Property Rights

Without limiting the generality of the provisions included in the License, ADEC shall at all times solely and exclusively own all rights, title, and interest in and to the System and Content and any and all improvements, enhancements, derivative works and extensions thereof, and all intellectual property rights therein. Client shall not remove, modify, or obscure any ADEC or other copyright, trademark, and other proprietary notices affixed to or displayed on the System, and shall not allow any third party to take any such action. The site contents are proprietary to ADEC, and contain copyrighted material and trademarks of ADEC. All other trademarks used herein are the property of their respective owners. All rights of ADEC as to intellectual property are reserved.

17. Ownership

ADEC warrants and represents that: (a) ADEC has the full and unrestricted right, power and authority to enter into this License and to perform its obligations in accordance with the terms of this License; (b) ADEC has all right, title, and interest in the Licensed Products and in all related copyrights and other intellectual property rights, and that ADEC has the right to license the Licensed Products to Client for use in accordance with the terms of this License; (c) no portion of the Licensed Products infringes upon any copyright, trademark, trade secret, patent, right of publicity, or right of privacy of a third party or otherwise violates the rights of any third party; (d) that Licensor’s performance of services and grant of licenses under this License will not violate any agreement to which ADEC is a party or any applicable law, rule or regulation; and (e) ADEC has given no commissions, payments, gifts, kickbacks, lavish or extensive entertainment, or other things of value to any employee or agent of Client or of an Affiliate in connection with this License.

18. Disclaimer

EXCEPT FOR THE WARRANTIES STATED HEREIN, THE SYSTEM AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, AND LICENSEE’S USE OF THE SYSTEM AND SERVICES IS SOLELY AT LICENSEE’S OWN RISK. ADEC DOES NOT WARRANT THAT THE SYSTEM OR SERVICES WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ADEC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, CONCERNING THE SYSTEM, THE SERVICES OR OTHERWISE RELATED TO THIS LICENSE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND ANY STATUTORY WARRANTIES OF NON- INFRINGEMENT.

19. Limitation of Liability

EXCLUDING THE PARTIES’ RESPECTIVE INDEMNIFICATION OBLIGATIONS, OR DAMAGES ARISING FROM OR OUT OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM LICENSEE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM (OR THE AMOUNT PAID FOR THE INITIAL TERM IF DURING THE INITIAL TERM). EXCLUDING THE PARTIES’ RESPECTIVE INDEMNIFICATION OBLIGATIONS, OR DAMAGES ARISING FROM OR OUT OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SYSTEM OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE SYSTEM, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SYSTEM, OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20. Governmental Matters

21. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party and its affiliated companies, current and former officers, directors, employees, agents, and representatives from and against any and all third-arty claims (including employment claims), causes of action, suits, damages, losses, costs, and expenses (including, without limitation, attorneys’ fees and costs) arising out of or caused by the willful or negligent acts, errors, or omissions of the indemnifying Party in connection with this License.

22. Non-Disclosure

All Confidential Information (information that is proprietary to disclosing Party) disclosed hereunder will remain the exclusive and confidential property of the disclosing Party. The receiving Party will not disclose the Confidential Information of the disclosing Party and will use at least the same degree of care, discretion, and diligence in protecting the Confidential Information of the disclosing Party as it uses with respect to its own confidential information, but in no case less than reasonable care. The receiving Party will limit access to Confidential Information to its affiliates, employees, and authorized representatives with a need to know and will instruct them to keep such information confidential and will only use Confidential Information in connection with the performance of this License. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information of the disclosing Party (a) to the extent necessary to comply with any law, rule, regulation, or ruling applicable to it, (b) as appropriate and with prior notice where practicable, to respond to any summons or subpoena or in connection with any litigation, and (c) relating to a specific User, to the extent such User has consented to its release. Upon the request of the disclosing Party, the receiving Party will return or destroy all Confidential Information of the disclosing Party that is in its possession. The obligations and restrictions contained in this Section do not apply to information: (i) which is now or subsequently becomes publicly available other than by breach of this License; (ii) which was already in the recipient’s possession and at its free disposal at the time of disclosure and was not obtained directly or indirectly from discloser; or (iii) which is independently developed by the recipient without use of the other Party’s Confidential Information.

23. Insurance

24. Notices

Any notices given by either Party hereunder will be in writing and will be given by personal delivery, national overnight courier service, email, read receipt requested, or postal service, certified or registered, postage prepaid, return receipt requested to ADEC at the address specified below or to Client at the address specified during System Registration. All notices will be deemed effective upon personal delivery, read receipt received for emails, or two (2) business days following delivery confirmation with any overnight courier services. All notices related to this License shall be addressed to the following: To ADEC: ADEC Innovations / FCS International Attn: Legal Department 250 Commerce, Suite 250 Irvine, CA 92602 USA

25. General Provisions