###Important - Read Carefully: Please read this Software License Agreement (“Agreement”) carefully and be sure You understand it. This Agreement is a legal agreement between the person or legal entity accessing the Swirl Resources (defined below), who will be referred to in this Agreement as “You,” and Swirl Networks, Inc., a Delaware corporation (“Swirl”). If you are entering into this Agreement on behalf of a legal entity, you represent and warrant that you are duly authorized to do so. BY DOWNLOADING, ACCESSING OR USING ANY PART OF THE SWIRL RESOURCES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. If You do not agree to the terms of this Agreement, You may not install or use any of the Swirl Resources. ###Definitions: "Application" means the Swirl Console and content that demonstrates the functionality of the Swirl Mobile Marketing Platform.
“Swirl Resources” means the Application, any supporting code, documentation and Swirl beacons. ###License: Grant. Swirl hereby grants to You, and You accept, a royalty-free, limited, personal, non-assignable, non-transferable and non-exclusive license, without any right to sublicense, to Use the Swirl Resources solely for evaluating and testing them to determine whether you want to enter into an agreement with Swirl to use the Swirl SDK or Swirl reference source code within your mobile application and/or access the Swirl Mobile Marketing Platform. All rights not expressly granted to You herein are reserved to Swirl. Any purported assignment or sublicense of such license shall be null and void. "Use" of the Swirl Resources means use for evaluation purposes only in the course of Your business for the purposes and in the manner that the Swirl Resources were designed for, and such copying, storage and other activity as is reasonably necessary to make such use and perform such evaluation, all in accordance with this Agreement. You may not use the Swirl Resources except as expressly granted herein, unless You have signed a separate Technology Service Agreement with Swirl for the commercial use of the Swirl Resources.

Restrictions. You shall not adapt or modify the Swirl Resources in any way or use them to create a derivative work, provide them to a third party, act as a reseller or service bureau, or derive revenue from any third party for or on account of the Swirl Resources, nor shall You help or allow any third party to do so.

Suggestions. Swirl will have a royalty-free, worldwide, transferable, sub-licenseable (through multiple tiers), irrevocable, perpetual license to use or incorporate into the Swirl Resources or any related Swirl service or product or otherwise exploit in any manner for any purpose any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the Swirl Resources.
 ###Term: This Agreement and Your right to use the Swirl Resources will terminate automatically if You fail to comply with the terms of this Agreement. Furthermore, either You or Swirl may terminate this Agreement and the license granted under it at any time (without incurring any liability in respect of such termination) on written notice (or confirmed email) having immediate effect upon receipt of notice. At the time of any termination of this Agreement, the license granted to You shall terminate and You shall: (i) immediately discontinue any Use or other exploitation of the Swirl Resources; (ii) return all copies of the Swirl Resources in Your possession or under Your control; (iii) destroy or erase the Swirl Resources contained in the memory or data storage apparatus of Your computers or other apparatus under Your control; (iv) at Swirl's written request within five working days certify (in the case where You are an entity, by an officer of You) in writing to Swirl that all actions referred to in 3(i)-(iii) above have been successfully accomplished.
 ###Ownership: Subject only to the license granted herein Swirl is and shall be the sole and exclusive owner of all rights, title and interest in and to the Swirl Resources, any and all improvements to, derivatives of, or adaptations of the Swirl Resources (regardless of whether created by Swirl or You), and any other materials provided hereunder or arising from the Swirl Resources (collectively, “Swirl Owned Materials”). For example, and without limitation, Swirl Owned Materials include all forms and formats of Application software, any documentation, as well as all content embodied in the Swirl Resources, including but not limited to any images, illustrations, graphics, designs, icons, text, script, code or data developed, produced, modified or otherwise supplied by Swirl to You under this Agreement and any know-how related to the Swirl Owned Materials. To eliminate any doubt, You hereby assign and shall in the future assign all rights, title and interests in and to the Swirl Owned Materials to Swirl. Subject only to the license granted herein, You shall not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in the Swirl Owned Materials. No identifying marks, copyright or propriety right notices may be deleted from any copy of the Swirl Materials provided to or made by You. All trademarks and trade names which Swirl uses in connection with the Swirl Materials and the license granted hereunder are and shall remain the exclusive property of Swirl. Nothing contained in this Agreement shall be deemed to give You any right, title or interest in any trademark or trade name of Swirl.
 ###Confidentiality: Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the foregoing, the (a) terms of this Agreement, (b) the Swirl Resources, and (c) Swirl’s data, operations and underlying data shall constitute Confidential Information. However, Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information. The Receiving Party will use the Disclosing Party’s Confidential Information only to exercise its rights or perform its obligations under this Agreement and will not disclose the Disclosing Party’s information to any third party except as reasonably necessary for such purposes. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

##Warranties: YOU UNDERSTAND AND AGREE THAT THE SWIRL RESOURCES MAY CONTAIN DESIGN ERRORS AND OTHER DEFECTS THAT MAY CAUSE LOSS OF DATA, DISRUPTION OF YOUR BUSINESS OR OTHER PROBLEMS AND THAT THERE IS NO REPRESENTATION, WARRANTY, COVENANT OR GUARANTEE THAT SUCH ERRORS AND OTHER DEFECTS WILL BE CORRECTED. THE SWIRL RESOURCES ARE LICENSED “AS IS”. SWIRL MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SWIRL RESOURCES OR THE USE OR OPERATION THEREOF AND SPECIFICALLY AND EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY WAIVE, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT IN CASE OF LIABILITY FOR BREACH BY YOU OF THE LICENSE GRANTED AT SECTION 1 OR BREACH BY EITHER PARTY OF SECTION 5, NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES OF ANY TYPE OR NATURE, INCLUDING, WITHOUT LIMITATION, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES AS WELL AS ORDINARY DAMAGES. ###Remedies: Each party agrees that the obligations it assumes under this Agreement are necessary and reasonable in order to protect the other party and its business and each party expressly stipulates that monetary damages may not be inadequate to compensate the other party for any breach by a party (or those for whom they are liable) of this Agreement. Accordingly, each party acknowledges and agrees that any such breach or threatened breach may cause irreparable injury to the other party and that, in addition to any other remedies that may be available in law, in equity or otherwise, without the necessity of proving actual damages or the need for the posting of a bond, a party may be entitled to obtain injunctive relief against the breach or threatened breach of this Agreement or the continuation of any such breach. ###Other Terms: If any portion of this Agreement is found to be unlawful, void or unenforceable for any reason whatsoever, the unenforceable provision will be deemed severable from this Agreement and will not affect the validity or enforceability of the remaining provisions of this Agreement. This Agreement is the complete agreement concerning the subject matter hereof, and supersedes all prior agreements and representations between You and Swirl. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If Swirl must hire an attorney to enforce any of the terms and conditions of this Agreement, You agree to pay all reasonable attorneys' fees and court costs incurred by Swirl. This Agreement will be governed and construed in accordance with the laws of The Commonwealth of Massachusetts, U.S.A. applicable to agreements made and to be performed in The Commonwealth of Massachusetts. You agree that any legal action or proceeding between You and Swirl for any purpose concerning this Agreement or the parties' obligations hereunder will be brought exclusively in a federal or state court of competent jurisdiction sitting in The Commonwealth of Massachusetts. The provisions of Section 3, 5, 6 and 8 and any other provisions which are by their nature intended to survive expiry or termination shall survive expiry or termination of this Agreement.