Software License Agreement

FILL IN THE BLANKS WITH THE CORRECT NAME OF THE TERM

This Software License Agreement is made on October 15^th, 2019 between Inigma Corporation, a Province of Manitoba corporation with its principal place of business at 123 Anywhere Lane, Winnipeg, Manitoba R3$2h5 ("[hereafter referred to as PARTY A]") and Mountain Software a Boston, Massachusetts corporation with its principal place of business at 1220 Beacon Street 50610 (hereafter referred to as "[PARTY B]").

The parties agree to the terms of this agreement.

1. ________________ CLAUSE [PARTY A] is not liable for any damages resulting from any unauthorized modification of the Software.

1.2 ____________________CLAUSE. Both Parties agree that monthly license fee paid by [PARTY B] may change in accordance with the pricing algorithm included in schedule B.

1.3 ____________________ CLAUSE. [PARTY A] agrees to indemnify [PARTY B]

1.4 _________________ CLAUSE. This agreement begins on May 18^th 2019

1.5 _____________________ CLAUSE. This agreement is governed by the laws of Manitoba Canada.

1.6 ___________________CLAUSE. Parties agree that damages for breach are limited $10,000 for each instance.

1. ___________________CLAUSE "As-Is". The [Licensed] Software is provided "as is," with all faults, defects, bugs, anderrors. [PARTY A] is exempt from any liability for damages arising from the Software "As-Is" declaration.

1. _______________ CLAUSE. Either party may terminate this agreement for any reason on [90] Business Days' notice to the otherparty.

1. ________________ CLAUSE [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses in connection with any proceeding arising outof
   1. [PARTY B]'s use of the Software

1.10 ____________________. CLAUSE. This agreement and any dispute arising out of this agreement shall be governed by the laws of the State of [The Province of Manitoba]

1. ___________________CLAUSE (see below)

1. Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], according to the rules of the American Arbitration Association then in effect, and by [NUMBER OF ARBITRATORS]arbitrators[s].

1. Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

1. Arbitrator's Authority. The arbitrator will not have the power to award any punitive [or consequential] damages.

1. __________________ . CLAUSE If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid andenforceable.

1. __________________CLAUSE. No part of this agreement may be assigned to any third party without the express consent of both parties.

1. ___________________CLAUSE. Both Parties agree that this agreement supersedes and surpasses any previous agreements on this matter and that everything the parties have agreed to is contained within this agreement.

1. ____________________CLAUSE. [PARY A] liability is limited to the price paid for the Software.

1. ___________________ CLAUSE. [PARTY A and/or PARTY B] agree that the following events should they occur and prevent the performance of related obligations will not cause liability for breach.

1. ____________________CLAUSE [PARTIES] agree that in the event of a material breach or breach of warranty, the maximum damages dollar value for each instance is set at $_______ and $_________ respectively.

1. ____________________CLAUSE [PARTIES] agree that no variation of the contract will be recognized without the express written agreement of both parties.