# Software License and Services Agreement

**Between:** Beta Incorporated ("Licensee") and BridgePoint Software, Inc. ("Licensor")

**Effective Date:** August 1, 2022
**Agreement Number:** SLSA-2022-00198

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## 1. Background

This Software License and Services Agreement ("Agreement") is entered into between Beta Incorporated, a Delaware corporation with principal offices at 900 Bayshore Avenue, San Francisco, CA 94100, and BridgePoint Software, Inc. (now doing business as NovaBridge Solutions, Inc.), a Delaware corporation with principal offices at 4500 Commerce Boulevard, Suite 400, Maplewood, TX 73000.

## 2. License Grant and Term

Licensor grants to Licensee a non-exclusive, non-transferable license to access and use the BridgePoint Analytics Platform (now known as NovaBridge Analytics Platform) for Licensee's internal business purposes. The license is granted for an initial term of twenty-four (24) months commencing on the Effective Date, with automatic renewal for successive twelve (12) month terms unless terminated by either party with sixty (60) days prior written notice.

**Licensed Users:** Up to 150 named users
**Licensed Modules:** Core Analytics, Reporting Dashboard, Data Integration Toolkit

## 3. Fees

| Fee Component | Annual Amount | Payment Schedule |
|---|---|---|
| Platform License (150 users) | $178,500.00 | Semi-annual ($89,250.00) |
| Data Integration Toolkit Add-on | $24,000.00 | Annual |
| Standard Support (business hours) | Included | -- |
| **Total Annual** | **$202,500.00** | |

Fees for renewal terms shall increase by no more than 3% per annum. Licensor reserves the right to adjust pricing for additional modules or users added during a term, as mutually agreed in writing.

## 4. Intellectual Property

All intellectual property rights in and to the Platform, including all modifications, enhancements, and derivative works, shall remain the sole property of Licensor. Licensee retains all rights in and to its data processed through the Platform.

## 5. Assignment and Change of Control

This Agreement may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement. Licensee shall be notified in writing within thirty (30) days of any such assignment.

## 6. Termination for Convenience

Either party may terminate this Agreement for convenience upon ninety (90) days written notice to the other party. In the event of termination by Licensee for convenience, no refund of prepaid fees shall be due. In the event of termination by Licensor for convenience, Licensor shall refund a pro-rata portion of prepaid fees.

## 7. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of California. Any dispute arising under this Agreement shall first be submitted to non-binding mediation. If mediation fails, disputes shall be resolved by binding arbitration in San Francisco, California under the rules of the American Arbitration Association.

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*Executed as of the date first written above.*

| Party | Name | Title | Date |
|---|---|---|---|
| Beta Incorporated | Signatory A | General Counsel | Jul 28, 2022 |
| BridgePoint Software, Inc. | Signatory B | CEO | Jul 30, 2022 |
