Beta Testing Agreement (May 29, 2020)

Beta Testing Agreement

Please read all of the following terms and conditions of the QR Code Compliance Beta Testing Agreement (“Agreement”) carefully. If you agree to be bound by all of the terms and conditions of this Agreement, sign below, and/or click on the “I agree” button when creating an account. If you do not agree to be bound by all of the terms and conditions of this Agreement, you will be ineligible to participate in the QR Code Compliance Beta Testing Program.

This Agreement is made and entered into effective as of the date you accept these terms (the “Effective Date”) by and between you and QR Code Compliance, PLLC (“QR Code Compliance”), a Texas Professional Limited Liability Company with its principal office at 575 N. Dairy Ashford Rd, Suite 1102, Houston, Texas 77079-1126.

1.Purpose. You wish to participate in the QR Code Compliance Beta Testing Program (the “Program”) for the purposes of receiving a license to use and evaluate certain non-public QR Code Compliance products, firmware, software, features, and/or services (the “Products”). QR Code Compliance wishes to provide you with Products and disclose certain Confidential Information (defined below) to you, for the purpose of testing and obtaining feedback about the Products (the “Purpose”). QR Code Compliance is willing to make such disclosure subject to the terms and conditions of this Agreement. You understand and agree that participation in the Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and QR Code Compliance. You understand that your participation in the Program does not obligate QR Code Compliance to provide you with any Products (other than the one month free described below at Paragraph 20). QR Code Compliance reserves the right to modify the terms, conditions, and policies of this Program from time to time, and to revoke your participation in this Program at any time. If QR Code Compliance makes changes to this Agreement, then QR Code Compliance will present such revised terms and conditions to you on the Beta Testing Program website.

2.Definition. You agree that the Products and any information concerning the Products (including their nature and existence, features, functionality, and screen shots), and any other information disclosed by QR Code Compliance to you in connection with the Program will be considered and referred to in this Agreement as Confidential Information. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by QR Code Compliance; (ii) becomes publicly known and made generally available after disclosure by QR Code Compliance to you through no action or inaction by you; (iii) is already in your possession of the time of disclosure by QR Code Compliance as shown by your files and records immediately prior to the time of disclosure; (iv) is obtained by you from a third party who has the legal right to disclose such information; or (v) is independently developed by you without use of QR Code Compliance’s Confidential Information.

3.Ownership and License. You agree that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed or provided pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right. You shall not make, have made, use or sell for any other purpose any product or other item using, incorporating or derived from Confidential Information or the Products. You shall not rent, sell, lease, sublicense, assign distribute, or otherwise transfer the Products. You will not modify, reverse engineer, decompile, create other works from, or disassemble any equipment, prototypes, or software programs contained in the Confidential Information. QR Code Compliance hereby grants to you and you accept a personal, non-transferable, non-exclusive license to use the Products for the Term (defined below) solely for the purpose of testing and evaluating the Products during the term and subject to the restrictions of the Program.

4.Feedback and Modifications. As part of the Program, you will provide feedback, testing results, input, comments, ideas, suggestions, or proposed modifications or improvements (“Feedback”) regarding the Products. You agree that, regardless of anything contained in any such Feedback, (i) QR Code Compliance shall have no obligation to review the Feedback; (ii) the Feedback and its contents shall automatically become the property of QR Code Compliance (including, without limitation, all patent rights, design rights, copyrights and trade secrets), without any compensation to you; (iii) QR Code Compliance may consider the Feedback to be non-confidential and nonproprietary; and (iv) QR Code Compliance may redistribute or use (for commercial purposes or otherwise) the Feedback and its contents for any purpose and in any way, without any compensation to you.

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5. Non-use and Non-disclosure. You agree not to use any Confidential Information for any purpose except for the Purpose. You agree not to disclose any Confidential Information to any third party which includes any other person.

You acknowledge that this restriction on the use of Confidential Information includes but is not limited to discussing the Products with or demonstrating the Products to third parties, and posting photographs, descriptions, or reviews on social media, review sites, or other public forums.

6.Maintenance of Confidentiality. You agree that you shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. You shall not make any copies of Confidential Information, including without limitation photos, videos, screenshots, or drawings without QR Code Compliance’s prior written approval. You shall reproduce QR Code Compliance’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in the original. You shall immediately notify QR Code Compliance of any unauthorized use or disclosure of the Confidential Information of which you may become aware.

7.Representations: Age and Employment. You represent that, as of the first day of your participation in the Program, you are at least eighteen (18) years of age. IF YOU ARE UNDER EIGHTEEN (18) YEARS OF AGE, YOU MAY NOT PARTICIPATE IN THE PROGRAM. You further represent that you are not currently employed by or an agent of anyone who markets, sells, or promotes (or intends to market, sell, or promote in the future) any products or services assisting with compliance with QR code laws for labeling of cannabis products, whether marijuana or hemp-related. You agree that if you enter into any such arrangement while in the Program, you will notify QR Code Compliance regarding the existence of the arrangement, immediately cease participation in the Program, and delete any Confidential Information in your possession.

8.Export. You assure QR Code Compliance that you will not, without obtaining prior authorization from QR Code Compliance and the Office of Export Administration of the United States Department of Commerce or other appropriate authority, export the Products to any country prohibited under the United States Export Regulations, or otherwise use or disclose the Confidential Information in contravention of the laws and applicable regulations of the United States.

9.Use of the Services is at Your Own Risk; Waiver. Your use of the QR Code Compliance Products, along with any QR Code Compliance websites, including www.QRCodeCompliance.com, and any other QR Code Compliance services (collectively, the “QR Code Compliance Service”) is governed by the QR Code Compliance Terms of Use, available at www.QRCodeCompliance.com/Terms_of_Use. You assume all risks arising from, or relating in any way to, your participation in the Program. If you do not want to assume such risks, you should not participate in the Program. Except to the extent expressly prohibited by applicable law, you release QR Code Compliance, its Affiliates and its and their officers, directors, agents, sublicensees, insurers, and employees from all potential or actual claims or liabilities of any kind relating to your participation in the Program. An “Affiliate” is any entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with QR Code Compliance.

10.California Civil Code Section 1542. In furtherance of your intent to waive unknown claims, you also hereby waive all rights and benefits under California Civil Code Section 1542, which provides: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” You understand that this means that you are waiving all unknown and unsuspected claims, even those that if known before signing this Agreement would have caused you to not participate in the Program and to not agree to this Agreement.

11.No Warranty. THE PRODUCTS AND ANY MATERIALS (INCLUDING THE SOFTWARE, IF ANY, AND ANY DOCUMENTATION) ARE PROVIDED HEREUNDER “AS IS”. QR CODE COMPLIANCE MAKES AND YOU RECEIVE NO WARRANTIES IN CONNECTION WITH THE PRODUCTS, OR MODIFICATIONS OR IMPROVEMENTS THERETO, DELIVERED HEREUNDER, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION BETWEEN QR CODE COMPLIANCE AND YOU. QR CODE COMPLIANCE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. You acknowledge that the Products are non-public in nature and may contain errors or

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inaccuracies that could cause failures, corruption or loss of data and/or information from your devices connected thereto. Further, you acknowledge that the Products may not work as intended, and that the data collected therefrom or presented thereon may be inaccurate. QR CODE COMPLIANCE SHALL NOT BE RESPONSIBLE FOR ANY COSTS, EXPENSES OR OTHER LIABILITIES YOU MAY INCUR AS A RESULT OF YOUR TESTING, INSTALLATION OR USE OF PRODUCTS, INCLUDING BUT NOT LIMITED TO DAMAGE ARISING FROM INACCURATE DATA, ANY DAMAGE TO ANY SOFTWARE OR DATA, OR ANY LOSS OF DATA OR INFORMATION ARISING FROM YOUR USE OF SUCH PRODUCTS.

12.Limitation on Liability. QR CODE COMPLIANCE AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, QR CODE COMPLIANCE’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY QR CODE COMPLIANCE TO YOU UNDER THIS AGREEMENT (IF ANY).

13.Dispute Resolution. You agree that any dispute between you and QR Code Compliance arising out of or relating to this Agreement or your participation in the Program (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.

a)Governing Law: The Agreement and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of laws principles.

b)We Both Agree to Arbitrate: You and QR Code Compliance agree to resolve any Disputes through confidential, final, and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

c)Arbitration Procedures: The American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Harris County, Texas, or any other location we agree to.

d)Arbitration Fees: The AAA rules will govern payment of all arbitration fees.

e)Exceptions to Agreement to Arbitrate: Either you or QR Code Compliance may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the QR Code Compliance products or QR Code Compliance Service, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration.

f)No Class Actions: You may only resolve Disputes with QR Code Compliance on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under our Agreement.

g)Judicial Forum for Disputes: In the event that the agreement to arbitrate is found not to apply to you or your claim, you and QR Code Compliance agree that any judicial proceeding will be brought in the federal or state courts of Harris County, Texas. Both you and QR Code Compliance consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

h)Limitation on Claims: Regardless of any statute or law to the contrary, you and QR Code Compliance agree that any claim or cause of action arising out of or related to your participation in the Program or use of the QR Code Compliance Products must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

14.Indemnification. You agree to indemnify, defend and hold harmless, and hereby release, QR Code Compliance, its licensors, and their direct and indirect parent, subsidiary and sister corporations, and their respective officers, directors, employees, and agents from and against any and all losses, liabilities, claims, obligations, costs and/or expenses (including reasonable legal fees) which result from, arise out of or in connection with your participation in the Program and/or your use of the Products and all other services or activities related thereto.

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15.Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue for the period required to complete the Program, as specified by QR Code Compliance. Either party may terminate this Agreement at any time upon written notice to the other party. Your obligations hereunder with respect to all Confidential Information shall continue in full force and effect notwithstanding the termination or expiration of the Term unless and until the information is no longer “Confidential Information” pursuant to the definition in Section 2 above.

16.No Support and Maintenance; Future Products. During your participation in the Program, QR Code Compliance is not obligated to provide you with any maintenance, technical, or other support for the Products. QR Code Compliance may, at its option, provide such support. You agree to abide by any support rules and policies that QR Code Compliance provides to you in order to receive such support. You acknowledge that QR Code Compliance has no express or implied obligation to announce or make available a commercial version of the Products to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Products licensed hereunder.

17.Return of Confidential Information. Unless otherwise communicated to you in writing by QR Code Compliance, upon termination or expiration of this Agreement, or upon request by QR Code Compliance, you shall

(i) return to QR Code Compliance at the address set forth above, all Confidential Information that is in tangible form, and (ii) destroy or expunge all Confidential Information that is in electronic form or which consists of analyses, compilations, studies, or other documents or records prepared by QR Code Compliance, in each case, promptly following QR Code Compliance’s request. QR Code Compliance reserves the right to require return of Confidential Information at any time.

18.Injunctive Relief. You agree that any breach or threatened breach of this Agreement will cause irreparable harm to QR Code Compliance, for which monetary damages would be inadequate and that, in addition to all other remedies that may be available, QR Code Compliance shall be entitled to an injunction restraining any such breach or threatened breach, without having to post a bond or other security. Nothing in this Section 18 shall be construed as preventing QR Code Compliance from pursuing any and all remedies available to it, including the recovery of money damages from you.

19.Miscellaneous. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, except that QR Code Compliance may assign and delegate this Agreement pursuant to a transfer of all or substantially all of QR Code Compliance’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. Except as otherwise stated herein, this document contains the entire agreement between the parties with respect to the subject matter hereof. Additional terms may apply to certain products or services. In the event that there is a conflict between this Agreement and any additional terms, this Agreement will control. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.

20.Free Month of Service. Upon the conclusion of the Beta Testing Program, participants will be provided with one month of free use of the QR Code Compliance web site before being required to become a paid subscriber to continue using the service.

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