Licensing Agreement — Omni Digital Group

OMNI LIGHTNING SOFTWARE LICENSE AGREEMENT

Effective and updated Date: 2/2/2025

AMONG:

OMNI DIGITAL GROUP LLC/OMNI LIGHTNING LLC.

(the “Licensor”)

OF THE FIRST PART

- and –

Company Agreeing to licensing agreement

(the “LICENSEE”)

OF THE SECOND PART

WHEREAS the Licensor is the owner of OMNI LIGHTNING (including any Improvements thereon) used for leveraging first party customer data in the retail industry (the “Software”);

AND WHEREAS the Licensor desires to grant to Licensee, and Licensee desires to obtain, a nonexclusive license to use the Software and Documentation, on and subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1– DEFINITIONS

1.1 Definitions. Unless otherwise defined in this Agreement, the following terms and expressions will have the following meanings:

(a) “Agreement”, “this Agreement”, “hereto”, “hereof”, “herein”, “hereunder” and similar expressions refer to this agreement and not to any particular article, section or other portion of this agreement and include every amendment or instrument supplementary hereto or in implementation hereof;

(b) “Documentation” means all documentation which facilitates the use of the Software, and any changes, corrections, updates, or enhancements subsequently made to such documentation;

(d) “Maintenance Services” means services provided by the Licensor to Licensee in connection with the Software, including implementation, consulting, analysis, training, and ongoing maintenance and support (but, for greater certainty, does not

include services provided by the Licensor to repair or replace the Software and Documentation in accordance with its warranty obligations hereunder);

(e) “Parties” collectively means the Licensor and the Licensee; and “Party” means either one or the other of them;

(f) “Permitted Use” means, exclusively, use of the Software for the Licensee’s internal business operations (and, for greater certainty and without limitation, does not mean: (i) selling, licensing, distributing, copying and/or commercializing the Software in any manner whatsoever, and/or (ii) modifying, disassembling, decompiling, recreating or generating any of the Software or portion thereto); and

(g) “Taxes” means all taxes, duties, fees, premiums, assessments, imposts, levies, rates, withholdings, dues, government contributions and other charges of any kind whatsoever, whether direct or indirect, together with all interest, penalties, fines, additions to tax or other additional amounts, imposed by any governmental authority.

ARTICLE 2 – LICENSE

2.1 Scope of License. Subject to the terms and conditions set forth in this Agreement, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts from the Licensor, a nonexclusive license to use the Software and Documentation solely for the Permitted Use, in accordance with and subject to the terms and conditions of this Agreement (the “License”). If during the term of this Agreement the Licensor makes Improvements to the Software, the Licensor may disclose such Improvements to the Licensee and to enable the Licensee to make use of such Improvements.

2.2 Limitations of License. The Licensee acknowledges that all copies, whether partial or complete, of the Software (including Improvements thereof) and Documentation, as well as proprietary rights in and to the Software (including Improvements thereof) and Documentation, including without limitation, copyright, patent and trade secret rights, are and shall remain the sole property of the Licensor. The Licensee acknowledges and agrees that the rights granted to the Licensee by and obtained by the Licensee as a result of or in connection with this Agreement are license rights only, and nothing contained in this Agreement constitutes or shall be construed to be an assignment of any or all of the Licensor’s rights in the Software and Documentation. The Licensee shall have only the use rights specifically granted by this Agreement and the License granted hereunder. The Licensee shall use the Software (including Improvements thereof) and Documentation for the Permitted Use only and only during the term of the license.

2.3 License Fee. In consideration of the rights granted herein, the Licensee shall pay to the Licensor a fee as listed on the proposal and invoice (USD) (plus applicable Taxes, if any) (the “License Fee”) upon the execution of this Agreement. Upon receipt of the License Fee, the Licensor shall forthwith provide the Licensee with a copy of the Software. Any fee for the License and or use of the Software by the Licensee that is more than thirty (30) days past due shall accrue interest, payable to Licensor, in the amount of one- and one-half percent (1.5%) or the maximum amount allowed by law (whichever is greater) until the balance in full plus accrued interest is paid. Interest shall be compounded and calculated monthly thereafter.

ARTICLE 3 – MAINTENANCE SERVICES

3.1 Maintenance Services. During the term of this Agreement, the Licensor shall provide ongoing Maintenance Services to the Licensee as requested by the Licensee.

3.2 Maintenance Fee. In consideration for the Maintenance Services, the Licensee shall pay to the Licensor a fee listed on proposal for Omni Lightning in (USD) (plus applicable Taxes, if any) per month (the “Maintenance Fee”) for the duration of the term of this Agreement, unless otherwise agreed by the Parties. The Maintenance Fee is payable each month during the term of this Agreement, within SEVEN (7) days of receiving the invoice.

ARTICLE 4 – TERM AND TERMINATION

4.1 Term. This Agreement shall become effective on the date hereof, and shall continue in effect for a fixed term of monthly unless terminated under the provisions of this Article 4. This Agreement shall renew automatically for additional ONE (1) month terms (subject to earlier termination under the provisions of this Article 4), without notice, unless prior to that time one Party provides written notice of non-renewal to the other Party.

4.2 Termination by Licensee. The Licensee may (in its sole discretion) terminate this Agreement, with or without cause, on THIRTY (30) days prior written notice to the Licensor.

4.3 Termination by Licensor. The Licensor may (in its sole discretion) terminate this Agreement, and the License granted hereunder, if any of the following events have occurred:

(a) Cessation of Business; Bankruptcy, etc. The Licensee ceases doing business or becomes bankrupt or assigns its business for the benefit of creditors or if any receiver, trustee, or similar officer is appointed to take charge of its business or properties;

(b) Failure to Comply. The Licensee breaches this Agreement, and fails to cure the breach within THIRTY (30) days of the Licensor having provided written notice of such breach to the Licensee, which notice shall include the details of such breach; or

(d) Upon written notice to the Licensee that Licensor is no longer supporting the Software in Licensor’s sole discretion.

4.4 Effect of Termination. Upon termination, the License to use the Software and Documentation shall be immediately revoked and all Confidential Information shall be returned pursuant to Section 5.3 hereof.

ARTICLE 5 – CONFIDENTIALITY

5.1 Confidential Information. Each party recognizes and acknowledges that, during the term of this Agreement, it shall acquire information about certain matters and things which are confidential to the other party and which information is the exclusive property of the other party. The parties covenant and agree that they shall not, at any time during the term of this Agreement and at any time following the termination of this Agreement, other than as contemplated herein, disclose or make available, directly or indirectly, all or any portion of the terms of this Agreement, the Software (including Improvements thereon) or the Documentation (collectively “Confidential Information”) to any person other than one of its employees or consultants who is involved in the use of the Software and who has agreed to use the Software and Documentation in accordance with the terms hereof and to maintain the confidentiality of that Confidential Information. The parties shall take reasonable measures to ensure that its employees and consultants keep this Agreement, the Software and the Documentation confidential. Items will not be considered Confidential Information if: (a) it is now or subsequently becomes generally available to public through no fault of, or other than by a breach of this Agreement; (b) rightfully received from a third party, whom, to the receiving party’s knowledge, is not in breach of any contractual, legal or fiduciary obligation of any confidentiality; (c) it is independently developed by the receiving party without the use of or reference to any Confidential Information; or (d) it was possessed by the Licensee prior to receipt of the same from the Licensor and was not acquired directly or indirectly from the Licensor.

5.2 If the receiving party is lawfully required to disclose Confidential Information to any governmental agency or is otherwise required to disclose by law, the receiving party shall give the disclosing party adequate opportunity to interpose an objection and/or take action to assure confidential handling of such information, and if ordered to do so, shall disclose only as much information as is required to comply with the law. Confidential Information shall remain the exclusive property of the disclosing party, even if required to be disclosed by law.

5.3 Each party shall maintain in confidence and shall not disclose or use any

Confidential Information, without the prior express written consent of the owner thereof, whether or not such Confidential Information is in written or permanent form, except to the extent contemplated herein. Each party agrees to return all Confidential Information (including, without limitation, the Software (including Improvements thereof) and Documentation, and all copies thereof) to the other party upon termination of this Agreement.

5.4 The parties acknowledge that the wrongful use or disclosure of Confidential

Information may result in irreparable harm for which there will be no adequate remedy at law. In the event of a breach by one of the parties, the non-breaching party may bring appropriate legal action to enjoin such breach, and shall be entitled to recover from the breaching party reasonable legal fees and costs in addition to other appropriate relief.

ARTICLE 6 – WARRANTY AND INDEMNITY

6.1 Intellectual property indemnity. The Licensor will defend, indemnify and hold harmless the Licensee, its affiliates, employees, officers and directors and customers against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, costs and expenses (including, but without limitation, reasonable legal fees) arising from any claim that the Software, or any portion thereof, infringes any copyrights, patents, trade secrets, or trademarks of any third party. The Licensee will provide timely notice in writing of the institution of such claim, suit or proceeding and permit the Licensor to defend, compromise or settle the claim and provide, at the Licensee’s request and expense, all available information, assistance and authority to so defend, compromise or settle the claim. The Licensor will have sole control of the defense of any such claim, suit or proceeding including, but not limited to, appeals and of all negotiations for settlement, including, but not limited to, the right to effect the settlement or compromise thereof. Notwithstanding the foregoing, the Licensor shall have no liability hereunder if such claim is related to; (i) any change, modification or alteration made to the Software by the Licensee or a third party, (ii) the Licensee’s failure to use the most recent version of the Software or to otherwise take any corrective action as reasonably directed by the Licensor, (iii) compliance by the Licensor with any designs, specifications or instructions provided by the Licensee, or (iv) any use of the Software by the Licensee other than for the Permitted Use. For the avoidance of doubt, Licensee agrees to indemnify and hold harmless the Licensor its affiliates, employees, officers and directors and customers against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, costs and expenses (including, but without limitation, reasonable legal fees) arising from any claim and or action which is related to and or involves any instance, allegation, and or judgment that Licensor has performed and or acted as outlined in i-iv above.

6.2 Remedies for Infringement. If the Licensee is prevented from using the

Software due to an actual or claimed infringement under Section 6.1 of this Agreement, or if the Licensor believes the Software so infringes, then at the Licensor’s sole discretion, it may: (a) procure for the Licensee, at the Licensor’s expense, the right to continue to use the Software; (b) replace or modify the Software, at the Licensor’s expense, so as to become non-infringing, provided that such replaced or modified version of the Software will operate in a substantially similar manner as the version licensed immediately prior to such replacement or modification; or (c) terminate this License Agreement as it relates to the infringing Software and return a prorated portion of the License Fees for the infringing Software.

6.3 Limitation of Liability.

THIS ARTICLE 6 WILL CONSTITUTE THE PARTIES ENTIRE OBLIGATION TO EACH

OTHER AND THE SOLE REMEDIES WITH RESPECT TO ANY CLAIM OF

INFRINGEMENT OF THE PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES RESPECTING THE SOFTWARE PURSUANT TO SECTION 6.1 AND SECTION 6.2 HEREOF.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE

PARTIES AGREE THAT FOR ANY BREACH OR DEFAULT BY THE LICENSOR AND OR ANY OTHER CLAIM AND OR ALLEGATION WHETHER BY A THIRD PARTY AND OR LICENSEE IN CONNECTION WITH THIS AGREEMENT, EVEN FOR A BREACH OF CONDITION OR FUNDAMENTAL TERM OR FOR A FUNDAMENTAL BREACH OR BREACHES, THE LICENSEE’S EXCLUSIVE REMEDY SHALL BE PAYMENT OF DAMAGES TO A

MAXIMUM AGGREGATE AMOUNT EQUAL TO THE LICENSE FEE PAID PURSUANT

TO THIS AGREEMENT. SIMILARLY, THE AMOUNT OF THE LICENSOR’S

INDEMNIFICATION TO THE LICENSEE, PURSUANT TO SECTION 6.1 ABOVE SHALL NEVER, IN THE AGGREGATE, EXCEED THE AMOUNT EQUAL TO THE LICENSE FEE PAID PURSUANT TO THIS AGREEMENT.

6.4 Licensee Indemnity. The Licensee represents and warrants for the Licensor’s benefit that the Licensee will use the Software (including Improvements thereof) and Documentation for the Permitted Use only during the term of this Agreement. The Licensee will defend, indemnify and hold harmless the Licensor, its affiliates, employees, officers and directors and customers against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, costs and expenses (including, but without limitation, reasonable legal fees) arising from the Licensee using the Software (including Improvements thereof) and/or Documentation for any purposes other than the Permitted Use (and/or for breach by the Licensee of any of the other terms of this Agreement).

ARTICLE 7 – GENERAL

7.1 Currency. Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of the United States of America.

7.2 Withholdings. Payment of all fees under this Agreement shall be made in strict compliance with all applicable government regulations and rulings, including the withholding of any Taxes required by law.

7.3 Force Majeure. Nonperformance by either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control of and not caused by the negligence of the non-performing Party, provided that the non-performing Party uses its reasonable efforts to promptly resume performance once it is possible to do so.

7.4 Further Assurances. The Parties agree to execute such further and other documents and to do all such other things as may be necessary or desirable to give effect to the terms and provisions of this Agreement and to carry out the terms hereof.

7.5 Assignment. Neither party may assign this Agreement, in whole or in part, or any right or obligation arising under this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of each party and its respective successors and permitted assigns. Any purported assignment or transfer by either party without prior written consent will be deemed null and void and of no force and effect.

7.6 Severability. Each of the provisions of this Agreement shall be severable from all other provisions and invalidity of any part hereof shall not affect the validity of other parts of this Agreement.

7.7 Waiver, Amendment or Modification. Any waiver, amendment, or modification of this Agreement, in whole or in part, shall not be effective unless made in writing and signed by the parties. No failure or delay by the parties in exercising any right, power or remedy with respect to any of its rights hereunder shall operate as a waiver thereof or of any other provision. No waiver of any breach of any provision shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision.

7.8 Notice. Any notices, requests for consents or other communications in relation to this Agreement shall be made in writing and addressed to the applicable Party at the current registered office of such Party, or to such other address as either Party may designate to the other in writing in accordance with this section. Any such notice or other communication shall be deemed received upon sending a properly-addressed email or upon personal delivery, confirmed facsimile delivery or on the second day after delivery by a reputable courier.

7.9 Entire Agreement. This Agreement sets forth the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior written, oral or electronic communications relating to this subject matter. This Agreement may only be modified in writing, signed by both parties, and no waiver of compliance with any provision or condition, and no consent provided for in this Agreement, shall be effective unless in writing, duly executed by the party sought to be charged with such waiver or consent.

7.10 Survival. Articles 5, 6, and 7 shall survive termination of this Agreement.

7.11 Singular to Include Plural. Words importing the singular include the plural and vice versa; and words importing gender include all genders.

7.12 Counterparts/Electronic signature. This Agreement may be executed in counterparts and/or by electronic means, each of which shall be deemed an original, but all of which shall constitute one agreement.

7.13 Deletion of Work. Omni Digital Group and Omni Lightning reserve the right to delete all work completed by us if this commitment is canceled/terminated. This includes but is not limited to the following:

● Audiences created on social media platforms by Omni Lightning.

● Segments/Audiences created on Klaviyo by Omni Lightning.

● Dashboard data showing ROAS results.

● Any and all proprietary work completed by Omni Lightning and Omni Digital Group.