TERMS OF SERVICE
AGREEMENT

1.1. “Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.

1.2. “Authorized User” means Licensee’s employees who are authorized by Licensee to access and use the Services under the rights granted to Licensee pursuant to this Agreement.

1.3. “Deep Blocks Materials” means the Services, specifications, Documentation, and Deep Blocks Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Deep Blocks in connection with the Services or otherwise comprise or relate to the Services or Deep Blocks Systems. For the avoidance of doubt, Deep Blocks Materials include Resultant Data and any information, data, or other content derived from Deep Blocks’ monitoring of Licensee’s access to or use of the Services, but do not include Licensee Data.

1.4. “Deep Blocks Systems” means the information technology infrastructure used by or on behalf of Deep Blocks in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Deep Blocks or through the use of third-party services.

1.5. “Documentation” means the manuals and documentation provided by Deep Blocks relating to use of the Services.

1.6. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

1.7. “Licensee Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Licensee or an Authorized User by or through the Services. For the avoidance of doubt, Licensee Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Licensee or any Authorized User.

1.8. “Licensee Systems” means the Licensee’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Licensee or through the use of third-party services.

1.9. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

1.10. “Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.

1.11. “Resultant Data” means data and information related to Licensee’s use of the Services that is used by Deep Blocks in an aggregate and anonymized manner, including, without limitation, to compile statistical and performance information related to the provision and operation of the Services and to improve the algorithms and methods by which the Services operate.

1.12. “Services” means the version of Deep Blocks’ proprietary real estate development analytics software described in Exhibit A together with any Documentation provided hereunder. Deep Blocks may in its sole and absolute discretion, from time to time during the Term, deliver updated versions of the Services to Licensee hereunder.

2.1. Grant of Service Rights. Subject to and conditioned on Licensee’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Deep Blocks hereby grants to Licensee a non-exclusive, non-transferable (except as permitted in Section 10.5), and non-sublicensable right to access and use the Services provided by Deep Blocks hereunder, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Licensee’s internal use. Deep Blocks shall provide to Licensee the Access Credentials within a reasonable time following the Effective Date.

2.2. Documentation License. Deep Blocks hereby grants to Licensee a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 10.5) license to use the Documentation during the Term solely for Licensee’s internal business purposes in connection with its use of the Services.

2.3. Sublicensing. Licensee shall not, and shall have no right to, sublicense any of its rights or licenses under this Agreement.

2.4. Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:

(a) Deep Blocks has and will retain sole control over the operation, provision, maintenance, and management of the Deep Blocks Materials; and

(b) Licensee has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Licensee Systems, and sole responsibility for all access to and use of the Deep Blocks Materials by any Person by or through the Licensee Systems or any other means controlled by Licensee or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Deep Blocks; (ii) results obtained from any use of the Services or Deep Blocks Materials; and (iii) conclusions, decisions, or actions based on such use.

2.5. Restrictions. Except as expressly set forth herein, Licensee shall not have any right or license, whether express or implied, to use, copy, distribute, or otherwise exploit in any way the Services, Documentation, Deep Blocks’ Intellectual Property Rights, Deep Blocks Materials or any portion thereof. Except as expressly set forth herein, Licensee shall not: (a) copy or reproduce all or any portion of the Services except as reasonably necessary for the exercise of Licensee’s rights and the performance of Licensee’s duties hereunder; (b) prepare derivative works based upon the Services; (c) provide access to any non-Authorized User under any conditions; (d) decompile, disassemble or otherwise reverse engineer any portion of the Services or determine or attempt to determine any source code, algorithms, methods, techniques or other information embodied in any such portion of the Services; (e) remove or alter any copyright, trademark, trade name or other proprietary notices, legends, symbols, or labels appearing on the Services; (f) allow the Services to be used by any non-Authorized User; or (g) use the Services in any way or for any purpose other than in accordance with the terms and conditions of this Agreement.

2.6. No Service or Support. Deep Blocks shall not be obligated to provide any installation, configuration, development, maintenance, training, support or other services hereunder.

2.7. Changes. Deep Blocks reserves the right, in its sole discretion, to make any changes to the Services and Deep Blocks Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Deep Blocks’ services to its licensees, (ii) the competitive strength of or market for Deep Blocks’ services, or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law.

5.1. Restrictions on Use and Disclosure. A Party receiving Proprietary Information (“Recipient”) (a) shall hold all Proprietary Information of the disclosing Party (“Discloser”) in strict confidence and shall use such information only to the extent reasonably required to exercise Recipient’s rights and/or fulfill Recipient’s obligations hereunder, and (b) shall not disclose or otherwise make available, directly or indirectly, any of Discloser’s Proprietary Information to any third party without the prior written permission of Discloser. Recipient may disclose Discloser’s Proprietary Information in confidence solely to Recipient’s employees and agents who have a need to know such Proprietary Information, and who are each obligated by a written agreement to comply with confidentiality and non-disclosure obligations substantially similar to those set forth in this Section 5, and/or to Recipient’s lawyers, accountants, banks and financing sources, who each owe a duty of confidentiality to Recipient. Recipient shall take all reasonable measures, but in any event no less than the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but no less than reasonable care), to protect the confidentiality of and prevent the unauthorized use, disclosure, publication, or dissemination of Discloser’s Proprietary Information.

5.2. Scope. The obligations in Section 5.1 shall not apply to Proprietary Information to the extent that such Proprietary Information (a) is or becomes generally known or available through no act or omission of Recipient; (b) is lawfully known by Recipient prior to the time of disclosure to Recipient; (c) is independently developed by Recipient without the use of Discloser’s Proprietary Information; or (d) is lawfully obtained from a third party who has the right to make such disclosure without restriction. In addition, Recipient may disclose Proprietary Information to the extent (i) approved for disclosure by Discloser in writing or (ii) legally compelled to be disclosed, provided that Recipient shall use reasonable efforts to give advance notice of such compelled disclosure to Discloser, and shall cooperate with Discloser in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Proprietary Information.

5.3. Return of Proprietary Information. Upon termination of this Agreement, or at any time Discloser so requests, Recipient shall deliver immediately to Discloser or destroy all property belonging to Discloser and all information and material containing or constituting Proprietary Information of Discloser, including, without limitation, any copies in Recipient’s possession or control, whether prepared by Recipient or by others. Upon Discloser’s request, Recipient shall promptly provide an affidavit signed by an officer of Recipient certifying that such delivery or destruction has been completed.

5.4. Remedies. Recipient acknowledges and agrees (a) that due to the unique nature of Discloser’s Proprietary Information, there can be no adequate remedy at law for any breach of Recipient’s obligations hereunder, (b) that any such breach may allow Recipient or third parties to unfairly compete with Discloser resulting in irreparable harm and significant injury to Discloser, which will be difficult to estimate and ascertain; and therefore, (c) that upon any such breach or any threatened breach thereof, Discloser shall be entitled to an immediate injunction, temporary restraining order, attachment, and/or other appropriate equitable relief, in addition to whatever remedies it might have at law, without the necessity of proving actual damages or posting any bond or security. Recipient shall notify Discloser in writing immediately upon the occurrence of any such unauthorized release or other breach of the obligations of this Section 5.

6.1. Limited Warranty. Each Party represents, warrants, and covenants to the other Party that: (a) such Party has full power to enter into this Agreement and to perform its obligations hereunder; (b) such Party has not made and will not make any commitments or agreements inconsistent with the other Party’s rights hereunder; and (c) the execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby, will not materially breach, violate, or conflict with any other agreement of such Party.

6.2. Additional Licensee Representations, Warranties and Covenants. Licensee represents, warrants, and covenants to Deep Blocks:

(a) that Licensee owns or otherwise has and will have the necessary rights and consents in and relating to the Licensee Data so that, as received by Deep Blocks and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable law.

(b) that Licensee acknowledges and understands that the Service contains automatically populated user input suggestions and that these suggestions shall not be relied upon by Licensee as accurate for any particular use.

(c) that Licensee acknowledges and understands that the Service is not a substitute for legitimate legal advice and that the Service does not interpret zoning laws.

6.3. No Competitors. ACCESS OR USE OF THE SERVICES BY ANY COMPETITIVE REAL ESTATE INFORMATION, ANALYTICS OR OTHER SIMILAR BUSINESS IS STRICTLY PROHIBITED. Officers, directors, employees, independent contractors or other agents of any competitive real estate information, analytics or other similar business are not permitted to access or use the Services without the prior written consent of Deep Blocks. Licensee, and the undersigned authorized person, represent and warrant that Licensee is not, and the undersigned authorized person is not, a competitor or potential competitor of Deep Blocks or acting on behalf of any such competitor or potential competitor.

6.4. Disclaimer. THE SERVICES PROVIDED BY DEEP BLOCKS TO LICENSEE UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. DEEP BLOCKS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. DEEP BLOCKS DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE OPERATION OR USE THEREOF WILL BE UNINTERRUPTED. THE SERVICES ARE CURRENTLY UNDER DEVELOPMENT AND ANY USE IS STRICTLY AT LICENSEE’S OWN RISK. DEEP BLOCKS WILL NOT BE LIABLE FOR ANY HARM TO LICENSEE OR ANY THIRD PARTY FOR ANY MALFUNCTION, INACCURACY OR ANY OTHER RESULT FROM USE OF THE SERVICES UNDER THIS AGREEMENT OR PROCESSING BY DEEP BLOCKS. THIS SECTION 6.4 SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.

9.1. Term. Unless earlier terminated as provided herein, this Agreement shall commence as of the Effective Date and shall continue until 5:00 pm Pacific time on the last business day of the term for which Licensee has prepaid for access to the Services (the “Term”).

9.2. Termination for Cause. If either Party defaults in the performance of any material provision of this Agreement, then the non-breaching Party may give written notice to the breaching Party describing the default and stating that if the default is not cured within thirty (30) days the Agreement will be terminated. If the non-breaching Party gives such notice and the default is not cured during the thirty (30) day period, then the non-breaching Party may terminate this Agreement at any time after the end of such period by providing written notice thereof to the breaching Party. Deep Blocks may terminate this Agreement immediately upon Licensee’s breach of Sections 2, 5 or 6.

9.3. Termination for Convenience. The Parties may terminate this Agreement for convenience at any time upon their mutual written agreement.

9.4. Effect of Termination. Upon the expiration or termination of this Agreement, all licenses and other rights granted hereunder by Deep Blocks shall immediately terminate and Licensee shall immediately cease access to the Services. Termination of this Agreement by either Party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either Party from any liability for breach of such Party’s obligations under this Agreement. Neither Party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a Party will be without prejudice to any other right or remedy of such Party under this Agreement or applicable law.

9.5. Survival. The Parties’ rights and obligations under Sections 2.5 and 4 through 10 shall survive the expiration or termination of this Agreement.

10.1. No Legal Services. Deep Blocks does not provide legal services. The Service automatically applies zoning regulations to inputs provided by the Licensee; the results of the Service are not a substitute for legitimate legal advice.

10.2. Notices. Any notice required or permitted hereunder shall be in writing, shall reference this Agreement and shall be deemed to be properly given: (a) when delivered personally; (b) when sent by facsimile or electronic mail, with written confirmation of receipt; (c) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) the next business day after deposit with an overnight private industry express courier, with written confirmation of receipt. All notices shall be sent to the addresses set forth below, (or to such other address as may be designated by a Party by giving written notice to the other Party pursuant to this Section):

If to Deep Blocks:
Deep Blocks, Inc.
2121 North Bayshore Drive, Unit 918
Miami, FL 33139
Attn: Chief Executive Officer
Email: info@deepblocks.com

With a copy to (which shall not constitute notice):

Morrison & Foerster LLP
Attn: Timothy J. Harris
755 Page Mill Road
Palo Alto, CA 94304
Fax: (650) 494-0792

If to Licensee: at the email address provided to Deep Blocks.

10.3. Governing Law, Dispute Resolution. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties. Any claim or controversy arising out of or relating to this Agreement must be submitted to and settled as set forth in this Section. If any Party to this Agreement alleges that any other Party to this Agreement has breached any of the terms of this Agreement, then the Party alleging breach will inform the other Party of such breach in writing. Upon receipt of such notice, the allegedly non-performing Party will have 30 days to cure the alleged breach. If the parties do not agree that effective cure has been accomplished by the end of the 30-day period, then upon written request of any Party, a senior manager from each Party will meet in person in Miami, Florida and confer in good faith to resolve the dispute within 15 days of the expiration of the prior 30-day period. If after the above procedure the dispute remains unresolved, either Party may submit the dispute to the American Arbitration Association (“AAA”) for binding arbitration in accordance with the AAA’s Commercial Arbitration Rules then in effect, as amended by this Agreement. The law applicable to the arbitration, including the administration and enforcement thereof, is the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended from time to time. The arbitration shall be conducted in Miami, Florida. The cost of the arbitration, including the fees and expenses of the arbitrator(s), will be shared equally by the Parties, with each Party paying its own attorneys’ fees. The arbitrator(s) will be chosen in accordance with the AAA’s Commercial Arbitration Rules then in effect and will have the authority to apportion liability between the Parties, including the authority to award either Party the right to recover all or a portion of its costs and expenses of such arbitration from the other Party. The arbitration award will be presented to the Parties in writing, and upon the request of either Party, will include findings of fact and conclusions of law. The award may be confirmed and enforced in any court of competent jurisdiction. Any post-award proceedings will be governed by the Federal Arbitration Act. Nothing in this Section shall preclude either Party from seeking interim equitable relief in the form of a temporary restraining order or preliminary injunction. A request by a Party of a court for interim equitable relief shall not be deemed a waiver of the obligation to arbitrate hereunder.

10.4. Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the Parties. Neither Party nor its agents have any authority of any kind to bind the other Party in any respect whatsoever, and the relationship of the Parties is, and at all times shall continue to be, that of independent contractors.

10.5. Assignment and Change in Control. Neither Party may assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement without the other Party’s prior written consent; provided that Deep Blocks shall have the right to assign this Agreement, including its rights and duties hereunder, without such consent, in connection with a merger, corporate reorganization or sale of a substantial portion of the business of Deep Blocks to which this Agreement relates. This Agreement shall automatically terminate upon an acquisition of Licensee by way of a merger, consolidation, stock purchase or tender offer, reorganization or any other transaction or series of related transactions in which its stockholders of record immediately prior to such transaction or series of related transactions do not, immediately after such transaction or series of related transactions, hold a majority of the voting power in the surviving or resulting entity following such transaction or series of related transactions and the right to elect a majority of the board of directors or similar managing body of the surviving or resulting entity following such transaction or series of related transactions, or Licensee sells all or substantially all of its assets (a “Change in Control”). Except as provided herein, any purported assignment, transfer, or delegation by a Party shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

10.6. Waiver. The waiver by either Party of a breach of or a default under any provision of this Agreement, shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. The waiver of the time for performance of any act or condition hereunder does not constitute a waiver of the act or condition itself.

10.7. Severability. If any provision of this Agreement is unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of the Parties within the limits of applicable law or applicable court decision.

10.8. Cumulative Remedies. The rights and remedies of either Party as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies now or hereafter provided by law or at equity.

10.9. Force Majeure. Neither Party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, such as acts of God, wars, riots, embargoes, acts of civil or military authorities, fires, floods, earthquakes, accidents, or strikes, provided that such Party gives the other Party prompt written notice of the failure to perform and the reason therefor and uses its reasonable efforts to limit the resulting delay in its performance.

10.10. Publicity. Each Party may issue one or more press releases announcing the relationship established under this Agreement. Each Party may, without the other Party’s consent, list the other Party as part of any customer or business partner lists appearing on its website, and customer or business partner lists in presentations, marketing materials, business plans, investor and potential investor communications and in all other instances and in all other forms of communications where customer or business partner references are made.

10.11. Captions and Section Headings. The captions and Section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.

10.12. Construction. This Agreement has been negotiated by the Parties and shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either Party.

10.13. Counterparts; Electronic Execution. This Agreement may be executed (including, without limitation, by facsimile signature) in one or more counterparts, with the same effect as if the Parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement. Delivery of an executed counterpart signature page to this Agreement may be made by facsimile or by electronic delivery (including Adobe Portable Document Format or any other electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be effective as delivery of a manually executed counterpart to this Agreement and be deemed to have been duly and validly delivered and be valid and effective for all purposes. As a condition to the access and use of the Services, the undersigned individual clicking “I AGREE” represents and warrants that he or she has the authority to act on behalf of and bind Licensee under this Agreement.

10.14. Entire Agreement; Amendment. This Agreement, including without limitation all exhibits attached hereto which are incorporated herein by reference, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements and communications, whether oral or written, between the Parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom. No amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by the Parties.