JOCULAR SOFTWARE LICENSE AGREEMENT This agreement ("Agreement") is between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY ("STANFORD"), a body having corporate powers under the laws of the State of California, and yourself (the "LICENSEE"). By downloading, installing, executing, or otherwise using the software described below, you accept all terms of this license. If you do not agree to all the terms in this license, you may not download, install, execute, or otherwise use the software described below. Effective as of the date of download ("Effective Date"), STANFORD and LICENSEE agree as follows: 1. BACKGROUND STANFORD has an assignment of certain SOFTWARE as defined hereinafter and desires to license the SOFTWARE in order that it becomes available for public use and benefit. 2. DEFINITIONS "SOFTWARE" means those source code and binary files known as Jocular, provided to LICENSEE pursuant to this Agreement. 3. GRANT 3.1 STANFORD hereby grants and LICENSEE hereby accepts a worldwide, nonexclusive, royalty-free license to use, copy, modify, and sublicense the SOFTWARE. The license shall continue in perpetuity unless terminated in accordance with Article 7. 3.2 LICENSEE agrees to: (a) Maintain the quality of the SOFTWARE; (b) Affix an appropriate notice of copyright ("(c) The Board of Trustees of the Leland STANFORD Junior University") to all copies of the SOFTWARE. (c) Exercise due care in protecting the SOFTWARE from unauthorized disclosure to third parties, at least to the degree LICENSEE exercises care in protecting its own proprietary information; and (d) To take appropriate action with its employees, consultants, and sublicensees to satisfy its obligation under this Agreement with respect to maintaining the above degree of protection for SOFTWARE. However, LICENSEE shall have no confidentiality obligations with respect to any information if the same or similar information is or becomes within the public domain through no act of LICENSEE in breach of this Agreement, is independently developed by LICENSEE, or is received unrestricted from another source who who has legitimate access to the SOFTWARE and is not under an obligation of confidentiality to STANFORD 3.3 LICENSEE agrees the source code is for internal use only and that when sublicensing only object code in binary form will be distributed. Notwithstanding for the foregoing to the contrary, if STANFORD is no longer making the SOFTWARE and/or compatible updated versions available on similar terms as those hereunder, LICENSEE may place the SOFTWARE in escrow with a bona-fide escrow service upon written notice to STANFORD, or, upon prior written permission from STANFORD, LICENSEE may distribute source code to third parties on a royalty-free, non-exclusive basis. 3.4 STANFORD reserves the following rights: (a) To use, copy, and modify the SOFTWARE; (b) To distribute the SOFTWARE to third parties; (c) To use SOFTWARE for its own bona fide research, including sponsored research and collaborations; and (d) To publish any information included in SOFTWARE. 4. CONSIDERATION In consideration of the rights granted herein, LICENSEE shall report to STANFORD any bugs or errors in the SOFTWARE code which it may discover from time-to-time. Notice of any bug or error in the SOFTWARE shall be delivered via email to the Stanford Logic Group at info@logic.stanford.edu or such other person(s) designated by STANFORD in, for instance, the documentation distributed with the SOFTWARE. 5. INDEMNITY AND DISCLAIMER OF WARRANTIES 5.1 Except as expressly set forth in this Agreement, STANFORD MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SOFTWARE WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS, OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES. STANFORD shall not be LIABLE for any liability or damages with respect to any claim by LICENSEE or any third party on account of, or arising from, the license, or any SublicenseS or use of the SOFTWARE. 5.2 LICENSEE agrees to indemnify, hold harmless, and defend STANFORD and STANFORD Hospitals and Clinics, and their respective trustees, officers, employees, students, and agents against any and all claims for death, illness, personal injury, property damage, and improper business practices arising out of the possession, use, or operation of SOFTWARE by LICENSEE or its customers. 6. STANFORD NAMES AND MARKS LICENSEE agrees not to identify STANFORD in any promotional advertising or other promotional materials to be disseminated to the public or any portion thereof or to use the name of any STANFORD faculty member, employee, or student, or any trademark, service mark, trade name, or symbol of STANFORD or STANFORD Hospitals and Clinics, or any that is associated with any of them, without STANFORD's prior written consent. Any use of STANFORD's name shall be limited to statements of fact and shall not imply endorsement of LICENSEE's products or services. 7. TERMINATION 7.1 This Agreement may be terminated by LICENSEE upon thirty (30) days written notice to the other party. STANFORD may terminate the Agreement upon thirty (30) days written notice if LICENSEE is in material breach of any provision. 7.2 Surviving any termination are: (a) The provisions of Articles 5 and 6; (b) Any cause of action or claim, accrued or to accrue, because of any breach or default by the other party; and (c) All sublicenses delivered by LICENSEE as authorized within this Agreement. 8. EXPORT Licensee warrants that licensee will not export or reexport the following, directly or indirectly, to any country, individual or entity except when such export or reexport is authorized in full compliance with the laws and regulations of the United States of America, as applicable: (a)  the licensed technology or SOFTWARE, or any portion thereof, or (b)  any foreign produced direct product (including equipment, processes or services) of the licensed technology or software; or (c)  any foreign produced direct product of a plant or major           component of a plant if the direct product of the licensed           technology is the plant itself or a major component of the plant. Applicable laws and regulations may include, but are not limited to, the Export Administration Regulations, the International Traffic in Arms Regulations and the various economic sanctions regulations administered by the U.S. Department of the Treasury. 9. MISCELLANEOUS 9.1 LICENSEE shall not, without the prior written consent of STANFORD, assign or extend this Agreement or any rights hereunder to another person or company, except to an Affiliate or to a successor to substantially the whole of LICENSEE's assets. 9.2 Any controversy arising under or related to this Agreement and any disputed claim by either party against the other under this Agreement, excluding any dispute relating to the copyright validity or infringement arising under this Agreement, shall be settled by arbitration in accordance with the JAMS Arbitration Rules and Procedures. 9.3 None of the terms, covenants, and conditions of this Agreement can be waived except by the written consent of the party waiving compliance. 9.4 This Agreement shall be construed, interpreted, and applied in accordance with the laws of the State of California. 9.5 This Agreement constitutes the entire understanding between the parties and no modification or amendment thereof will be binding upon either party unless it will be in writing and signed by persons authorized to bind the parties to the Agreement. 10. NOTICES All notices under this Agreement shall be deemed to have been fully given when done in writing and addressed as follows: All general notices to STANFORD should be e-mailed or mailed to: Office of Technology Licensing 1705 El Camino Real Palo Alto, CA 94306-1106 info@otlmail.STANFORD.edu Either party may change its address upon written notice to the other party. The parties waive any right to challenge the admissibility or authenticity of this document in a court of law based solely on the absence of an original signature.