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LICENSEE INFORMATION (AUTO-COMPLETED FROM CHECKOUT)

This Master Patent License Agreement (“Agreement”) is entered into and becomes effective as of the date and time of digital acceptance (the “Effective Date”), by and between:

Licensor and Licensee may be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Licensor is the sole owner of U.S. Patent No. 10,225,471 (US 10,225,471 B2) entitled “SYSTEM AND METHOD FOR AUTONOMOUSLY RECORDING A VISUAL MEDIA”, including all rights to license the same;

WHEREAS, the Patent discloses and claims foundational interaction architecture involving zone-based routing of user input across interactive surfaces and interfaces;

WHEREAS, Licensee desires to obtain a license under the Patent Rights in order to deploy products, platforms, devices, software, or services that practice the inventions claimed therein;

WHEREAS, Licensor desires broad commercialization of the patented technology while maintaining enforceable, auditable, and non-ambiguous licensing standards;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 “Agreement” means this Master Patent License Agreement, together with all Schedules, the Agreement Order, and any amendments accepted in accordance with its terms.

1.2 “Agreement Order” means the electronic transaction record generated through Licensor’s digital licensing platform at the time Licensee accepts this Agreement, including without limitation the selected License Product(s), pricing, billing cadence, term, Device or Platform designation, Units Deployed, Authorized Sites, Affiliate selections, attribution selection, payment confirmation, and system timestamp.

1.3 “Affiliate” means, with respect to any entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such entity. For purposes of this definition, “control” means ownership, directly or indirectly, of fifty percent (50%) or more of the voting securities or ownership interests of an entity, or the power to direct or cause the direction of the management or policies of such entity by contract or otherwise. Control shall be deemed to exist where the maximum percentage permitted by applicable law is less than fifty percent (50%).

1.4 “Authorized Signatory” means the natural person who electronically accepts this Agreement on behalf of Licensee and represents and warrants that such person has full legal authority to bind Licensee to this Agreement.

1.5 “Authorized Sites” means the websites, domains, subdomains, mobile applications, application bundle identifiers, package identifiers, software environments, physical locations, facilities, stores, venues, vehicles, installations, or deployment endpoints expressly identified by Licensee in the Agreement Order or subsequently added and confirmed through the Licensee Portal in accordance with this Agreement.

1.6 “Catalog License Product” or “License Product” means a specific digital licensing product selected by Licensee from Licensor’s published HAPTIC ZONES® Licensing Catalog and reflected in the Agreement Order, including the applicable industry category, surface type, or software class.

1.7 “Device License” means a license designation under which authorization, pricing, reporting, and compliance are based on the number of physical deployed units that implement or practice the Patent Rights, including but not limited to kiosks, embedded displays, mirrors, dashboards, appliances, glass panels, furniture surfaces, or other tangible interfaces.

1.8 “Platform License” means a license designation under which authorization, pricing, reporting, and compliance are based on a software platform, application, service, or operating environment implementing or practicing the Patent Rights, regardless of the number or variety of devices on which such platform operates, subject to Units Deployed reporting requirements.

1.9 “Patent Rights” means collectively:
(a) U.S. Patent No. 10,225,471 (US 10,225,471 B2) entitled “SYSTEM AND METHOD FOR AUTONOMOUSLY RECORDING A VISUAL MEDIA”; and
(b) any continuations, divisionals, continuations-in-part to the extent entitled to the same priority for the relevant subject matter, reissues, reexaminations, extensions, renewals, substitutions, and foreign counterparts, in each case solely to the extent owned or controlled by Licensor during the Term.

1.10 “Licensed Scope” means the total and exclusive scope of authorization granted to Licensee under this Agreement, defined by and limited to the combination of: (i) the License Product(s) selected; (ii) the Device License or Platform License designation; (iii) the Units Deployed; (iv) the Authorized Sites; (v) listed Affiliates; (vi) territory; and (vii) Term, as recorded in the Agreement Order and governed by this Agreement.

1.11 “Licensed Implementation” means any product, system, interface, surface, application, service, or deployment that practices, implements, or relies upon the inventions claimed in the Patent Rights within the Licensed Scope.

1.12 “Licensee Portal” means Licensor’s online account interface through which Licensee manages license selections, Authorized Sites, Affiliate listings, Units Deployed, renewals, and compliance information.

1.13 “Retail Operator” means any downstream entity or organization that operates or uses a Licensed Implementation in commerce, including but not limited to retailers, franchisees, venues, hospitality operators, healthcare providers, gyms, transportation operators, educational institutions, or public-sector entities, regardless of whether such system was manufactured, supplied, or integrated by Licensee or any third party.

1.14 “Term” means the subscription period selected by Licensee in the Agreement Order, whether monthly or annual, including any renewal periods.

1.15 “Units Deployed” means the quantity of deployed instances within the Licensed Scope, determined as follows unless otherwise specified in an applicable Schedule:
(a) for a Device License, each physical deployed unit constitutes one (1) Unit Deployed;
(b) for a Platform License, each production deployment instance constitutes one (1) Unit Deployed, including each application, service instance, tenant, or distributed title.

1.16 “Valid Claim” means any claim of an issued and unexpired patent within the Patent Rights that has not been held invalid, unenforceable, or unpatentable by a final, unappealable decision of a court or governmental authority of competent jurisdiction.

1.17 Interpretation.
(a) The headings in this Agreement are for convenience only and do not affect interpretation.
(b) The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation.”
(c) The singular includes the plural and vice versa.
(d) References to “Section” or “Article” mean sections or articles of this Agreement unless otherwise specified.
(e) In the event of a conflict between this Agreement and the Agreement Order, the Agreement Order shall control solely with respect to pricing, term, and selected License Product details.

ARTICLE 2
LICENSE GRANT AND SCOPE OF RIGHTS

2.1 Grant of License. Subject to Licensee’s full, continuous, and timely compliance with all terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable, limited license under the Patent Rights solely within the Licensed Scope to develop, make, have made, use, market, advertise, offer for sale, sell, import, export, deploy, operate, maintain, and otherwise exploit Licensed Implementations that practice one or more Valid Claims of the Patent Rights.

2.2 Non-Exclusive by Default. All licenses granted under this Agreement are non-exclusive. No exclusivity of any kind, whether by industry, category, geography, surface type, software class, or otherwise, is granted or implied unless Licensor and Licensee execute a separate written agreement expressly granting such exclusivity. No exclusivity shall arise by implication, estoppel, course of dealing, or payment of fees.

2.3 No Ownership Conveyed. Nothing in this Agreement shall be construed to transfer, assign, or convey to Licensee any ownership interest in the Patent Rights or any other intellectual property of Licensor. All right, title, and interest in and to the Patent Rights are and shall remain solely with Licensor.

2.4 No Implied Licenses. Except for the express license granted in Section 2.1, no other rights or licenses are granted, whether by implication, estoppel, exhaustion, or otherwise. Without limiting the foregoing, no rights are granted with respect to any technology, product, or service not expressly within the Licensed Scope.

2.5 Scope Strictly Limited to Licensed Scope. Licensee acknowledges and agrees that the license granted herein is strictly limited to the Licensed Scope as defined in this Agreement and the Agreement Order. Any use of the Patent Rights outside the Licensed Scope constitutes unlicensed use and a material breach of this Agreement.

2.6 Device License Scope. Where Licensee has selected a Device License in the Agreement Order, the license applies solely to the number of physical units identified as Units Deployed and only at the Authorized Sites. Each additional physical unit, replacement unit, relocated unit, or replicated unit constitutes a separate Unit Deployed and requires appropriate licensing.

2.7 Platform License Scope. Where Licensee has selected a Platform License in the Agreement Order, the license applies solely to the software platform, application, or service identified in the Agreement Order and only for the number of Units Deployed specified. Deployment of the same platform across additional environments, tenants, applications, or production instances beyond the licensed Units Deployed requires additional licensing.

2.8 No Recharacterization or Skirting. Licensee shall not recharacterize a Device implementation as a Platform implementation, or vice versa, for the purpose of avoiding fees, reporting obligations, or compliance requirements. Licensor reserves the right to classify deployments based on actual technical and commercial implementation, regardless of Licensee’s internal labeling.

2.9 Mixed Implementations. If Licensee deploys both Device-based and Platform-based implementations that practice the Patent Rights, Licensee must obtain appropriate licensing coverage for each category unless an applicable Schedule expressly provides bundled coverage.

2.10 Affiliates. The license granted under this Article extends to Licensee’s Affiliates only if such Affiliates are expressly listed in the Agreement Order or added through the Licensee Portal in accordance with this Agreement. Licensee shall be fully responsible and liable for all acts and omissions of its Affiliates as if they were Licensee’s own acts and omissions.

2.11 Authorized Sites Limitation. The license granted herein applies only to Authorized Sites. Deployment, operation, or use of Licensed Implementations at any site not designated as an Authorized Site constitutes unlicensed use unless and until such site is added and confirmed through the Licensee Portal.

2.12 Territory. Unless otherwise expressly stated in the Agreement Order, the license granted under this Agreement is worldwide, subject to the existence, validity, and enforceability of the Patent Rights in the applicable jurisdiction. No license is granted in any country where no Valid Claim exists.

2.13 Reservation of Rights. Licensor expressly reserves all rights not expressly granted to Licensee under this Agreement, including without limitation the right to license the Patent Rights to third parties, to practice the Patent Rights itself, and to enforce the Patent Rights against any party engaging in unlicensed use.

2.14 No Exhaustion or Downstream Immunity. Licensee acknowledges that no patent exhaustion, implied license, or downstream immunity is granted to any third party except as expressly set forth in this Agreement. Operation of a Licensed Implementation by any third party outside the Licensed Scope is not authorized by Licensee’s license.

2.15 Compliance Obligation. Licensee shall ensure that all Licensed Implementations remain within the Licensed Scope at all times during the Term. Any expansion, modification, or redeployment that affects scope must be reflected in an updated Agreement Order or Licensee Portal entry prior to such expansion.

ARTICLE 3
FEES, BILLING, AND SUBSCRIPTION TERMS

3.1 License Fees. In consideration for the license granted under this Agreement, Licensee shall pay Licensor the license fees corresponding to the License Product(s) selected in the Agreement Order. All fees are flat subscription fees as published on Licensor’s digital licensing platform at the time of purchase and reflected in the Agreement Order, without adjustment based on usage unless Units Deployed are exceeded.

3.2 Billing Cadence. Licensee shall select either a monthly or annual billing cadence in the Agreement Order. Fees are billed in advance at the beginning of each billing period. Annual subscriptions may reflect a discounted rate as published on Licensor’s platform.

3.3 Automatic Renewal. Unless Licensee cancels the subscription through the Licensee Portal prior to the end of the then-current Term, the subscription shall automatically renew for successive periods equal in length to the original Term, at the then-current published rate for the applicable License Product(s).

3.4 Payment Authorization. By entering payment information and accepting this Agreement, Licensee authorizes Licensor to charge the selected payment method for all fees due under this Agreement, including initial fees, renewal fees, true-up charges, and any amounts owed as a result of scope expansion or audit findings.

3.5 Taxes. All fees are exclusive of sales, use, value-added, withholding, or similar taxes. Licensee is solely responsible for payment of all applicable taxes, duties, and governmental charges arising from this Agreement, excluding taxes based solely on Licensor’s net income.

3.6 Non-Refundability. All fees paid under this Agreement are non-refundable, non-cancelable, and non-creditable, except where expressly required by applicable law.

3.7 Failure to Pay. If Licensee fails to pay any amount when due, Licensor may, upon written or electronic notice, suspend or terminate the license granted herein. Any suspension or termination shall not relieve Licensee of its obligation to pay all outstanding amounts.

3.8 Late Payments. Amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the due date until paid in full.

3.9 Pricing Changes. Licensor may modify pricing for future subscription terms. Any pricing change shall apply only upon renewal and shall be presented to Licensee for acceptance prior to renewal.

3.10 No Offset. All payments due under this Agreement shall be made without setoff, counterclaim, or deduction of any kind.

3.11 Currency. All payments shall be made in United States Dollars unless otherwise expressly stated in the Agreement Order.

3.12 Suspension for Non-Compliance. In addition to non-payment, Licensor may suspend Licensee’s access to the Licensee Portal and/or license rights if Licensor reasonably determines that Licensee is materially exceeding the Licensed Scope. Suspension shall continue until the breach is cured.

3.13 Reinstatement. Following suspension, Licensor may reinstate the license upon Licensee’s full cure of the breach, payment of all outstanding fees, and confirmation of compliance through the Licensee Portal.

ARTICLE 4
UNITS DEPLOYED, REPORTING, AND AUDIT RIGHTS

4.1 Units Deployed Declaration. Licensee shall declare the number of Units Deployed at the time of purchase in the Agreement Order. The declared Units Deployed constitute a material representation relied upon by Licensor in granting the license.

4.2 Definition by Toggle.
(a) Device License. Each physical implementation practicing the Patent Rights constitutes one Unit Deployed, including but not limited to kiosks, panels, mirrors, embedded displays, vehicle-installed interfaces, appliances, tables, glass surfaces, or other tangible interactive surfaces.
(b) Platform License. Each production deployment of a software platform, application, service instance, or operating environment practicing the Patent Rights constitutes one Unit Deployed, including each unique app bundle identifier, SaaS tenant, production environment, or materially distinct deployment.

4.3 Scope Integrity. Licensee shall not manipulate, aggregate, subdivide, or recharacterize Units Deployed to avoid fees or reporting obligations. Units Deployed shall reflect real-world commercial deployment, not internal accounting treatment.

4.4 Expansion and True-Up. If Licensee deploys additional Units beyond the licensed amount, Licensee shall promptly update the Units Deployed field in the Licensee Portal and pay the applicable additional fees. Licensor may invoice retroactively to the date such additional Units were first deployed.

4.5 No Free Ramp. Deployment of Units beyond the licensed amount without updating the Portal constitutes unlicensed use and a material breach, regardless of intent.

4.6 Internal Records. Licensee shall maintain accurate, complete, and auditable records sufficient to verify Units Deployed, including deployment logs, inventory records, app distribution records, customer contracts, or other commercially reasonable documentation.

4.7 Quarterly Confirmation. Upon Licensor’s request no more than once per calendar quarter, Licensee shall provide a written confirmation of current Units Deployed and Authorized Sites. Failure to respond within ten (10) days constitutes a breach.

4.8 Audit Rights. Licensor may audit Licensee’s compliance with this Agreement no more than once per calendar year, unless Licensor reasonably suspects material non-compliance. Audits may be conducted by Licensor or an independent auditor under confidentiality obligations.

4.9 Audit Cooperation. Licensee shall cooperate fully with any audit and provide reasonable access to records during normal business hours.

4.10 Audit Results. If an audit reveals underreporting, underpayment, or scope excess of five percent (5%) or more, Licensee shall:
(a) immediately cure the breach;
(b) pay all past-due amounts retroactively; and
(c) reimburse Licensor for all reasonable audit costs.

4.11 No Waiver. Licensor’s failure to audit or detect a discrepancy does not waive Licensor’s rights.

4.12 Survival. This Article survives expiration or termination of the Agreement.

ARTICLE 5
AFFILIATES, AUTHORIZED SITES, AND CONTROLLED SCOPE

5.1 Affiliates Defined and Included by Selection Only. The license granted under this Agreement may extend to Licensee’s Affiliates solely if and to the extent such Affiliates are expressly identified and selected by Licensee through the “Affiliates and Sites” selector in the Licensee Portal or Agreement Order. No Affiliate is licensed by default.

5.2 Licensee Responsibility for Affiliates. Licensee shall be fully responsible and liable for all acts and omissions of its Affiliates as if such acts or omissions were performed by Licensee itself. Any breach of this Agreement by an Affiliate shall constitute a breach by Licensee.

5.3 After-Acquired Affiliates. Affiliates acquired, formed, or otherwise coming under common control after the Effective Date are not licensed unless and until Licensee affirmatively adds such Affiliate through the Portal and Licensor confirms inclusion. Any use of the Patent Rights by an after-acquired Affiliate prior to inclusion constitutes unlicensed use.

5.4 Authorized Sites Required. The license applies only to the Authorized Sites identified in the Agreement Order or Portal, including physical locations, facilities, venues, domains, mobile applications, app bundle identifiers, software package identifiers, device serial ranges, or deployment endpoints as applicable to the selected License Product.

5.5 Accuracy and Updates. Licensee shall ensure that the list of Authorized Sites remains accurate and current at all times. Licensee shall promptly update the Portal to reflect additions, removals, or substitutions of Authorized Sites as permitted by this Agreement.

5.6 Site Substitution Limits. Licensor may impose reasonable limits on the number of Authorized Site substitutions per Term, as displayed in the Portal, to prevent circumvention of scope or fees. Substitutions beyond such limits require Licensor approval.

5.7 No Blanket Coverage. Authorization of one Site does not authorize other Sites, even if operated by the same entity. Each Site must be separately authorized unless expressly bundled under a specific License Product Schedule.

5.8 No Geographic Skirting. Licensee shall not shift deployment between Sites, jurisdictions, or territories to avoid licensing requirements. Deployment outside Authorized Sites is unlicensed.

5.9 Controlled Scope Covenant. Licensee acknowledges that the licensing model relies on declared Affiliates and Authorized Sites to define scope. Any attempt to obscure, mischaracterize, or omit Affiliates or Sites constitutes a material breach.

5.10 Inspection of Scope. Licensor may request reasonable documentation to verify Affiliate relationships and Authorized Site accuracy, including corporate structure charts, deployment manifests, or site lists.

5.11 No Implied Expansion. Expansion of Affiliates or Sites does not expand the Licensed Scope unless reflected in the Portal and confirmed.

5.12 Survival. This Article survives expiration or termination of the Agreement.

ARTICLE 6
RETAIL OPERATORS, DOWNSTREAM USE, AND CUSTOMER NOTICE

6.1 No Automatic Coverage of Retail Operators. The license granted under this Agreement does not automatically extend to Retail Operators. A Retail Operator is not licensed merely by purchasing, leasing, operating, or hosting a product, device, system, or platform supplied by Licensee or any third party.

6.2 Definition of Retail Operator. For purposes of this Agreement, “Retail Operator” means any end-user business or organization that operates an interactive system in commerce, including but not limited to retail stores, franchises, malls, hospitals, clinics, hotels, gyms, transit systems, venues, campuses, entertainment locations, or public-facing facilities.

6.3 Limited Operational Pass-Through Only Where Expressly Allowed. If and only if expressly permitted by the applicable License Product and reflected in the Agreement Order, Licensee may grant its customer a limited, non-transferable right to operate the Licensed implementation solely at the Authorized Sites identified in the Portal and only for the duration of Licensee’s active license. Such operational right does not constitute a sublicense and does not permit replication, manufacture, redeployment, white-labeling, or expansion.

6.4 Conditions of Any Pass-Through Operation. Any permitted downstream operation is conditioned upon:
(a) the Retail Operator operating only within the Authorized Sites;
(b) no modification or expansion beyond the Licensed Scope; and
(c) immediate cessation of operation upon expiration or termination of Licensee’s license.

6.5 Retail Operators Remain Independently Licensable. Unless expressly included in the Agreement Order, Retail Operators remain independently responsible for obtaining their own license from Licensor for continued or expanded use of implementations practicing the Patent Rights.

6.6 Reservation of Enforcement Rights. Licensor expressly reserves all rights to pursue licensing, enforcement actions, or other remedies directly against any Retail Operator or downstream user that practices the Patent Rights without an appropriate license, regardless of the source of the product or system used.

6.7 Required Downstream Notice. Licensee shall provide written notice to all customers and downstream operators in substantially the following form, included in contracts, order forms, or documentation:
“Notice: This product may implement patented Haptic Zones® interaction methods covered by U.S. Patent No. 10,225,471. Operation beyond the licensed scope may require a direct license from Haptic Zones Technology, LLC. Visit hapticzones.com/licensing.”

6.8 Failure to Provide Notice. Failure to provide the required notice constitutes a material breach of this Agreement and shall not limit Licensor’s enforcement rights.

6.9 No Shielding or Safe Harbor. Licensee shall not represent or imply that its license shields Retail Operators from licensing obligations unless expressly authorized in writing by Licensor.

6.10 Indemnity Exclusion. Licensee shall not indemnify Retail Operators for patent infringement relating to the Patent Rights without Licensor’s prior written consent.

6.11 Survival. This Article survives expiration or termination of the Agreement.

ARTICLE 7
COMPLIANCE, PATENT MARKING, AND NO-CHALLENGE COVENANTS

7.1 Compliance With Law. Licensee shall comply, and shall cause its Affiliates, contractors, and permitted operators to comply, with all applicable local, state, federal, and international laws, regulations, and ordinances relating to the development, manufacture, deployment, operation, sale, marketing, importation, exportation, and use of Licensed implementations, including export control, data protection, accessibility, and consumer protection laws.

7.2 Scope Compliance Obligation. Licensee shall strictly operate within the Licensed Scope at all times. Any use, deployment, or operation outside the Licensed Scope constitutes unlicensed use and a material breach of this Agreement, regardless of intent.

7.3 Patent Marking Requirement. Where commercially reasonable and technically feasible, Licensee shall mark Licensed Products, devices, platforms, documentation, interfaces, splash screens, about pages, admin panels, or physical enclosures with the following or substantially similar notice:
“Patented: U.S. Patent No. 10,225,471”
Virtual patent marking is acceptable and sufficient where physical marking is impracticable.

7.4 Powered By Attribution Requirement. Unless expressly waived in writing by Licensor, Licensee shall include the attribution:
“Powered by HAPTIC ZONES®”
in a commercially reasonable location appropriate to the Licensed implementation, which may include software credits, system settings, documentation, admin dashboards, or device labeling. Attribution placement guidelines are provided separately and incorporated by reference.

7.5 No Removal or Obfuscation. Licensee shall not remove, obscure, alter, or bypass any required patent notices, attribution, or identification relating to the Patent Rights.

7.6 No Challenge Covenant. During the Term of this Agreement and for one (1) year thereafter, Licensee shall not, directly or indirectly, and shall not assist, fund, encourage, or participate with any third party to:
(a) challenge the validity, enforceability, or scope of the Patent Rights;
(b) file or support any inter partes review, post-grant review, reexamination, opposition, declaratory judgment action, or similar proceeding; or
(c) assert invalidity or unenforceability as a defense or counterclaim.

7.7 Material Breach for Challenge. Any violation of Section 7.6 constitutes a material, non-curable breach and entitles Licensor to immediate termination, injunctive relief, and all remedies available at law or equity.

7.8 Equitable Relief Acknowledgement. Licensee acknowledges that breach of this Article would cause irreparable harm to Licensor for which monetary damages may be inadequate, and agrees that Licensor is entitled to injunctive relief without the requirement to post bond.

7.9 Survival. This Article survives expiration or termination of the Agreement.

ARTICLE 8
FEES, PAYMENT TERMS, RENEWAL, AND TAXES

8.1 License Fees. Licensee shall pay the license fees corresponding to the License Product(s), Term (monthly or annual), toggle selection (Device or Platform), Units Deployed, and any add-ons selected in the Agreement Order. All pricing is as displayed at the time of checkout and incorporated herein by reference.

8.2 Fee Structure. License fees are subscription-based and billed in advance for the applicable Term. Fees are calculated based on the Licensed Scope as declared by Licensee and confirmed in the Agreement Order.

8.3 Payment Method. All payments shall be made through Licensor’s designated digital payment system. Licensee authorizes Licensor to charge the payment method on file for all fees due, including renewals, adjustments, and true-ups.

8.4 Auto-Renewal. Unless Licensee cancels prior to the end of the then-current Term via the Licensee Portal, this Agreement shall automatically renew for successive Terms of the same duration at the then-current published rate for the applicable License Product.

8.5 Cancellation. Licensee may cancel auto-renewal through the Licensee Portal. Cancellation does not terminate the Agreement immediately and does not entitle Licensee to any refund. Licensed rights continue through the end of the paid Term.

8.6 Non-Refundable Fees. All license fees, setup fees, adjustments, and payments are non-refundable, except where expressly required by applicable law.

8.7 Units Deployed Adjustments. If Licensee increases Units Deployed beyond the licensed amount during a Term, Licensee shall promptly update the Units Deployed field in the Portal. Licensor may automatically invoice or charge a prorated adjustment for the remainder of the Term.

8.8 Underreporting and Retroactive Charges. If Licensor determines that Licensee underreported Units Deployed or mischaracterized the deployment type, Licensor may retroactively re-rate the license to the Effective Date and invoice the difference, without limiting other remedies.

8.9 Late Payments. Any undisputed payment not received when due shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, from the due date until paid.

8.10 Taxes. Licensee is responsible for all sales, use, value-added, withholding, and similar taxes, duties, and governmental charges arising from this Agreement, excluding taxes based on Licensor’s net income. Licensor may add such taxes to invoices where required.

8.11 Currency. All payments shall be made in U.S. Dollars unless expressly stated otherwise in the Agreement Order.

8.12 No Setoff. Licensee shall not withhold, deduct, or offset any amounts owed under this Agreement for any reason.

8.13 Payment Disputes. Any dispute regarding fees must be submitted in writing within thirty (30) days of the charge. Undisputed portions remain payable when due.

8.14 Suspension for Non-Payment. Licensor may suspend licensed rights upon notice if Licensee is more than fifteen (15) days past due on any undisputed payment, without waiving termination rights.

8.15 Survival. This Article survives expiration or termination of the Agreement.

ARTICLE 9
REPORTING, RECORDS, AND AUDIT RIGHTS

9.1 Accurate Records. Licensee shall maintain complete, true, and accurate books, records, and internal documentation sufficient to verify Licensee’s compliance with this Agreement, including but not limited to records relating to Units Deployed, Authorized Sites, Affiliates, deployment dates, and toggle classification (Device vs Platform).

9.2 Internal Reporting Obligation. Licensee shall maintain an internal deployment register reflecting the current Licensed Scope. Such register need not be submitted unless requested under this Article.

9.3 Quarterly Compliance Confirmation. No more than once per calendar quarter, Licensor may request a written confirmation that Licensee’s reported Units Deployed and Licensed Scope remain accurate. Licensee shall respond within ten (10) business days.

9.4 Audit Rights. Licensor may audit Licensee’s compliance no more than once per calendar year, unless Licensor reasonably believes a material breach has occurred, in which case additional audits may be conducted.

9.5 Audit Procedure. Audits shall be conducted during normal business hours upon reasonable prior notice and may be performed by Licensor or an independent third-party auditor under a confidentiality obligation. Audits may include review of deployment logs, access records, system inventories, or other materials reasonably necessary to verify compliance.

9.6 Audit Findings. If an audit reveals underreporting, misclassification, or scope overuse, Licensee shall promptly cure the breach, pay all past-due amounts, and implement corrective measures.

9.7 Audit Costs. If an audit reveals an underpayment or unlicensed deployment exceeding five percent (5%) of the applicable licensed amount, Licensee shall reimburse Licensor for all reasonable audit costs in addition to any other amounts owed.

9.8 No Waiver. Licensor’s failure to audit or delay in auditing shall not constitute a waiver of Licensor’s rights or acceptance of Licensee’s reporting.

9.9 Confidentiality of Audit Materials. Information disclosed in an audit shall be treated as Confidential Information and used solely for compliance verification and enforcement.

9.10 Record Retention. Licensee shall retain all records relevant to this Article for at least five (5) years following the end of the applicable Term.

9.11 Survival. This Article survives expiration or termination of the Agreement.

ARTICLE 10
TERM, TERMINATION, AND EFFECT OF TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for the subscription term selected in the Agreement Order (the “Initial Term”). Thereafter, the Agreement shall automatically renew for successive terms of equal length (each a “Renewal Term”) unless Licensee cancels renewal through the Licensee Portal prior to the end of the then-current term.

10.2 Termination for Convenience by Licensee. Licensee may terminate this Agreement for convenience by disabling auto-renewal through the Licensee Portal. Termination shall be effective at the end of the then-current paid Term. No refunds shall be issued for any prepaid amounts.

10.3 Termination for Cause by Licensor. Licensor may terminate this Agreement immediately upon written notice (including electronic notice) if Licensee:
(a) fails to pay any amounts due when owed;
(b) materially exceeds the Licensed Scope, including Units Deployed, Authorized Sites, Affiliates, or toggle classification;
(c) provides false, misleading, or incomplete information in the licensing flow or reporting;
(d) violates Article 7 (Retail Operators, Downstream Use);
(e) violates Article 8 (No Challenge, Compliance, Marking);
(f) attempts to circumvent, skirt, or recharacterize deployments to avoid licensing obligations; or
(g) breaches any other material provision of this Agreement and fails to cure such breach, if curable, within ten (10) days of notice.

10.4 Termination for Insolvency. Licensor may terminate this Agreement immediately if Licensee becomes insolvent, files or has filed against it any bankruptcy or similar proceeding, makes an assignment for the benefit of creditors, or ceases operations in the ordinary course of business.

10.5 Cure Period. Where a breach is reasonably curable, Licensor may, in its discretion, provide a cure period not exceeding ten (10) days. Payment-related and scope-related breaches are curable only by full payment and verified correction.

10.6 Effect of Termination or Expiration. Upon expiration or termination of this Agreement for any reason:
(a) all licenses granted herein shall immediately cease;
(b) Licensee shall immediately discontinue all use, deployment, operation, manufacture, marketing, and sale of any implementation practicing the Patent Rights;
(c) Licensee shall disable or remove any Licensed Implementations unless and until a new license is obtained;
(d) any unpaid amounts shall become immediately due and payable; and
(e) Licensor’s rights to pursue damages, injunctive relief, and enforcement shall survive.

10.7 No Sell-Off Period. There shall be no sell-off, wind-down, or grace period following termination or expiration unless expressly agreed in writing by Licensor.

10.8 Survival. Articles and Sections intended by their nature to survive termination or expiration, including but not limited to Articles 5, 7, 8, 9, 10, 11, 13, 14, and 15, shall survive.

ARTICLE 11
ENFORCEABILITY, INJUNCTIVE RELIEF, AND LIQUIDATED DAMAGES

11.1 Acknowledgment of Irreparable Harm. Licensee acknowledges and agrees that any unauthorized use of the Patent Rights, any use outside the Licensed Scope, any failure to accurately report Units Deployed, Affiliates, Authorized Sites, or any attempt to circumvent the Device vs Platform classification will cause irreparable harm to Licensor for which monetary damages alone may be inadequate. Accordingly, Licensor shall be entitled to seek immediate injunctive relief, specific performance, or other equitable relief without the necessity of posting bond or proving actual damages.

11.2 Right to Injunction. In the event of actual or threatened breach of this Agreement, Licensor shall have the right to obtain temporary, preliminary, and permanent injunctive relief restraining such breach or threatened breach, in addition to any other rights and remedies available at law or in equity.

11.3 Liquidated Damages for Scope Circumvention. Licensee agrees that if Licensee knowingly or intentionally:
(a) underreports Units Deployed;
(b) deploys outside the Licensed Scope;
(c) misclassifies Device versus Platform usage;
(d) omits Affiliates, Authorized Sites, or Retail Operators required to be disclosed; or
(e) otherwise attempts to evade licensing obligations,
then Licensee shall be liable for liquidated damages equal to the greater of:
(i) two (2) times all unpaid or underpaid license fees attributable to such breach, or
(ii) twenty-five thousand U.S. dollars (US $25,000),
plus interest, audit costs, and attorneys’ fees. The Parties agree that such amount represents a reasonable pre-estimate of Licensor’s enforcement and investigation costs and is not a penalty.

11.4 Cumulative Remedies. All rights and remedies provided under this Agreement are cumulative and not exclusive of any rights or remedies provided by law or equity. The exercise of any remedy shall not preclude the exercise of any other remedy.

11.5 Attorneys’ Fees and Costs. In any action, proceeding, or dispute arising out of or relating to this Agreement, including enforcement, audit, or collection actions, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert fees, and costs from the non-prevailing party.

11.6 Waiver of Defenses. Licensee waives any defense based on laches, estoppel, acquiescence, or implied license arising from Licensor’s prior inaction, delay, or enforcement discretion.

11.7 No Limitation on Patent Remedies. Nothing in this Agreement shall limit Licensor’s right to pursue any remedies available under patent law, including enhanced damages for willful infringement where applicable.

ARTICLE 12
DIGITAL EXECUTION, CLICKWRAP, AND SIGNATURE AUTHORITY

12.1 Electronic Acceptance. This Agreement is executed electronically. Licensee’s act of clicking an “I Agree,” “Accept,” “Get Licensed Now”, “License Now”, Get Licensed”, “Pay with PayPal", “Pay with Stripe”, or similar acceptance button, typing an electronic signature, checking a consent box, or completing payment through Licensor’s digital licensing platform constitutes execution of this Agreement and acceptance of all its terms.

12.2 Single Signature Sufficiency. A single electronic signature or acceptance by an Authorized Signatory is sufficient to bind Licensee to this Agreement in its entirety. Licensee agrees that no additional handwritten signatures, corporate seals, or countersignatures are required for enforceability.

12.3 Authority of Signatory. The individual completing digital acceptance represents and warrants that they are an Authorized Signatory with full legal authority to bind Licensee. If such individual lacks authority, Licensee agrees that such individual may be held personally liable for unauthorized execution.

12.4 Binding Effect of Clickwrap. Licensee expressly agrees that this clickwrap and electronic execution process is legally binding, enforceable, and admissible in any judicial, arbitral, or administrative proceeding, and waives any objection based on electronic formation, lack of wet signature, or absence of physical delivery.

12.5 Agreement Order Incorporated. The Agreement Order generated through Licensor’s digital licensing platform, including selected License Products, Device vs Platform toggle, Units Deployed, Affiliates and Sites selections, pricing, payment confirmation, and system timestamps, is hereby incorporated into and forms an integral part of this Agreement.

12.6 Record Retention. Licensor may rely on its electronic records, logs, and system data as conclusive evidence of acceptance, scope, and terms of this Agreement absent manifest error.

ARTICLE 13
ATTRIBUTION, BRANDING, AND MARKING REQUIREMENTS

13.1 Required Attribution. Unless expressly waived in writing by Licensor, Licensee shall include the attribution “Powered by HAPTIC ZONES®” in connection with Licensed Implementations. Attribution shall be visible, legible, and reasonably accessible to end users.

13.2 Placement Flexibility. Attribution may appear in any of the following locations, as commercially reasonable:
(a) product splash screens or boot-up screens;
(b) application settings or “About” pages;
(c) device documentation or user manuals;
(d) physical labeling or packaging; or
(e) virtual patent marking pages.

13.3 OEM-Safe Implementation. For OEM or white-label deployments, attribution may be included in documentation, system information menus, compliance disclosures, or equivalent non-consumer-facing locations acceptable in the industry.

13.4 Patent Marking. Licensee shall mark Licensed Implementations with “Patented: U.S. Patent No. 10,225,471” or “US 10,225,471 B2,” or equivalent virtual marking consistent with applicable law.

13.5 No Trademark License. Except for the limited attribution rights expressly granted herein, nothing in this Agreement grants Licensee any rights in Licensor’s trademarks, logos, or branding.

ARTICLE 14
CONFIDENTIALITY

14.1 Confidential Information. “Confidential Information” means any non-public information disclosed by one Party to the other Party, whether orally, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, non-public licensing terms, pricing logic, audit methodologies, enforcement strategies, portal data, Agreement Orders, and system records.

14.2 Obligations. Each Party agrees to: (a) use the other Party’s Confidential Information solely for purposes of performing under this Agreement; (b) not disclose such Confidential Information to any third party except as expressly permitted herein; and (c) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but not less than reasonable care.

14.3 Permitted Disclosures. Confidential Information may be disclosed to a Party’s attorneys, accountants, auditors, insurers, or financial advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein, or as required by law, regulation, or court order, provided the disclosing Party gives prompt notice (to the extent legally permitted).

14.4 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known by the receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is lawfully obtained from a third party without restriction.

14.5 Survival. The obligations of confidentiality shall survive termination or expiration of this Agreement for five (5) years.

ARTICLE 15
WARRANTIES AND DISCLAIMERS

15.1 Authority. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement.

15.2 No Other Warranties. EXCEPT AS EXPRESSLY STATED, THE PATENT RIGHTS AND LICENSED IMPLEMENTATIONS ARE PROVIDED “AS IS.” LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

15.3 No Guarantee of Scope. Licensor does not warrant that the Patent Rights will cover Licensee’s specific implementation or that the Patent Rights will be immune from challenge.

ARTICLE 16
LIMITATION OF LIABILITY

16.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUES.

16.2 Cap on Liability. LICENSOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Exceptions. The foregoing limitations do not apply to Licensee’s payment obligations, breach of Sections relating to scope, attribution, downstream use, confidentiality, or challenges to the Patent Rights.

ARTICLE 17
INDEMNIFICATION

17.1 By Licensee. Licensee shall indemnify, defend, and hold harmless Licensor and its members, managers, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Licensee’s products or services; (b) Licensee’s breach of this Agreement; or (c) Licensee’s dealings with Retail Operators or end users.

17.2 Control of Defense. Licensor shall have the right to participate in the defense of any claim with counsel of its choosing at its own expense.

ARTICLE 18
TERM AND TERMINATION

18.1 Term. This Agreement commences on the Effective Date and continues for the Term specified in the Agreement Order, including any renewals.

18.2 Termination for Breach. Licensor may terminate this Agreement immediately upon written notice if Licensee materially breaches and fails to cure within ten (10) days, or immediately for uncured scope violations, non-payment, or patent challenges.

18.3 Effect of Termination. Upon termination or expiration, all licenses granted herein immediately cease and Licensee must discontinue all use of the Patent Rights unless and until re-licensed.

18.4 Survival. Articles concerning confidentiality, limitation of liability, indemnification, enforceability, governing law, and accrued payment obligations shall survive termination.

ARTICLE 19
GOVERNING LAW AND VENUE

19.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida, without regard to conflict-of-law principles.

19.2 Venue. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Hillsborough County, Florida, and the Parties consent to personal jurisdiction therein.

ARTICLE 20
MISCELLANEOUS

20.1 Entire Agreement. This Agreement, together with the Agreement Order and Schedules, constitutes the entire agreement between the Parties.

20.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20.3 Waiver. Failure to enforce any provision shall not constitute a waiver.

20.4 Assignment. Licensee may not assign this Agreement without Licensor’s prior written consent, except to a successor in merger or sale of substantially all assets who assumes all obligations.

20.5 Force Majeure. Neither Party shall be liable for delays due to events beyond reasonable control, excluding payment obligations.

20.6 Counterparts. This Agreement may be executed electronically in counterparts, each of which is deemed an original.