SAGANWORKS PROTOTYPE AGREEMENT

THIS AGREEMENT is made by and between Sagan Works, Inc. ("Saganworks"), located in Ann Arbor, Michigan and each Registered User ("Licensee")

GENERAL TERMS AND CONDITIONS
  1. Saganworks has developed a software application and service including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material ("Software").
  2. Saganworks desires that the Software be tested prior to general release.
  3. Licensee wishes to serve as a Prototype User for such Software;

Saganworks and Licensee agree to the following terms:
  1. Saganworks grants to Licensee a non-exclusive, non-transferable license to use the Software on their personal or business computers and devices for Prototype testing and Prototype use from the date of first log in and continuing through any future updates and releases to the Software.
  2. In consideration for receiving access to the Software for testing, Licensee agrees to notify Saganworks of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to Saganworks all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
  3. Licensee agrees that Software is the sole property of Saganworks and includes valuable trade secrets of Saganworks. Licensee agrees to treat Software as confidential and will not without the express written authorization of Saganworks:
    • Demonstrate, copy, sell or market Software to any third party; or
    • Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or
    • Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof.
  4. Software is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. Software may not operate correctly and may be substantially modified prior to first commercial release, or withdrawn. Software is provided "AS IS" without warranty of any kind. The entire risk arising out of the use or performance of Software remains with Licensee. In no event shall Saganworks be liable for any damage whatsoever arising out of the use of or inability to use Software, even if Saganworks has been advised of the possibility of such damages.
  5. This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of Michigan. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision.
  6. This Agreement constitutes the entire and only agreement between the parties for Software and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
  7. Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
  8. Failure of Saganworks to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
  9. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.

BY LOGGING IN TO THE SAGANWORKS SOFTWARE, Licensee agrees to the terms of and executes this Agreement.

June 21, 2018