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RESELLER LICENSE AGREEMENT

This License Agreement (this “Agreement”), is made as of 25. April 2024 (“Effective Date”) by and between the undersigned named customer (“Customer”), and Leela Quantum Tech, LLC, a New Mexico limited liability company having an address at 2100 Calle de la Vuelta, #A104, Santa Fe, NM 87505 (“Leela”).

IMPORTANT- READ THESE TERMS CAREFULLY

By signing this Agreement, below, Customer is entering into a contract with Leela, and acknowledges that Customer has read this Agreement, that Customer understands the terms and conditions of the Agreement, and that Customer agrees to be bound by terms hereof.

The Products. Leela provides one or more Quantum Blocs and/or Infinity Blocs and/or Travel Blocs (“Products”).

Limited License. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Leela hereby grants to Customer a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable license to use the Products solely for Customer’s personal use or use with their close friends and family. This Product is licensed, not sold, by Leela for use only under the terms of this Agreement. Leela reserves all rights not expressly granted to Customer. Customer acknowledges and agrees that Leela and its licensors reserve the right to modify the Products during the Term without prior notification.

Prohibited Use. Section 2 of this Agreement describes all permitted uses. Any other use is prohibited, is a violation of this Agreement, and may result in immediate termination of this Agreement. Customer further acknowledges and agrees that they shall not use the Products in a commercial context, and under no circumstance may the Customer charge a price, either in cash or in exchange for goods and services, to a third party for that third party’s use of the Products. The Customer shall not sell, resell, rent, lease, loan or sub-license the Products under any circumstance. The Customer shall not re-engineer, reverse engineer, copy, disassemble, alter, duplicate, modify, or create derivative products from the Products for any purpose.

Continued Access to Product. Leela may terminate this Agreement, upon written notice, if Customer materially breaches the terms of this Agreement. If Customer materially breach this Agreement, Leela may deny Customer any access to the Products, in Leela's sole discretion, and Customer shall return the Products and any copies of the Products or derivatives of the Products to Leela.

Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE PRODUCTS, AND ANY THIRD-PARTY TECHNOLOGY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM COURSE OF DEALING OR USE OF TRADE. NO WARRANTY IS MADE THAT THE PRODUCTS’ FUNCTIONALITY WILL MEET CUSTOMER’S REQUIREMENTS.

Limitation of Liability. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL LEELA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCTS. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY. IN NO EVENT SHALL AGGREGATE LIABILITY OF LEELA UNDER THIS AGREEMENT AND WITH RESPECT TO THE PRODUCTS (IRRESPECTIVE OF THE BASIS OF SUCH CLAIM INCLUDING, WITHOUT LIMITATION, TORT CLAIMS) EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE TO LEELA WITH RESPECT TO CUSTOMER’S LICENSE TO THE PRODUCTS.

Each party will conduct its business and affairs in an ethical manner and will comply with all applicable laws, regulations, and industry codes. Any breach of the foregoing by Customer or any of its representatives or agents will entitle Leela to terminate this Agreement immediately upon Leela giving written notice to Customer. All transactions between Customer and Leela in connection with this Agreement are made in good faith on the basis of arms-length negotiation and all prices are consistent with fair market value.

Customer may not assign or transfer its rights under this Agreement without the prior written consent of Leela. Any attempt to assign or transfer this Agreement other than in accordance with this provision will be null and void.

Waiver of Trial by Jury. EXCEPT WHERE PROHIBITED BY LAW, THE PARTIES EXPRESSLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Governing Law, Venue, and Jurisdiction. This Agreement will be interpreted and construed in accordance with the laws of the State of New Mexico. Customer agrees to waive any claim of immunity it may possess. In any litigation, the prevailing party shall be entitled to recover from the losing party reasonable attorneys’ fees and other costs and expenses of the litigation as awarded by the Court.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement effective as of the 25. April 2024

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27. February 2022 13:33 EDT

RESELLER LICENSE AGREEMENT Uploaded by Philipp von Holtzendorff - no-reply@leelaq.com IP 42.189.241.231