LEGAL NOTICE: READ THIS AGREEMENT CAREFULLY BEFORE SIGNING OR USING THE SDK, API, OR PARTICIPATING IN THE PRIZE COMPETITION. BY ACCEPTING THIS AGREEMENT, LICENSEE ACKNOWLEDGES AND AGREES TO COMPLY WITH ALL TERMS, CONDITIONS, AND RESTRICTIONS SET FORTH HEREIN. FAILURE TO ABIDE BY THESE TERMS MAY RESULT IN LEGAL ACTION, TERMINATION OF THIS LICENSE, EXCLUSION FROM THE COMPETITION, FORFEITURE OF PRIZES, AND POTENTIAL LIABILITY FOR DAMAGES.

THIS AGREEMENT is made and entered into as of the Effective Date (defined below) by and between Forward Edge-AI, Inc. ("Licensor"), a company organized and existing under the laws of the United States, with its principal place of business in San Antonio, Texas, 78255, and the XTECH Prize Challenge Participant ("Licensee"), an individual or entity participating in the Blaise XTECH Prize Challenge Competition ("Competition").

WHEREAS, Licensor has developed Blaise™, a portable, low-cost, Artificial Intelligence-driven Raman spectrometer for public health, safety, security, environmental monitoring, and other useful applications;

WHEREAS, a primary purpose of the Competition is the acquisition of high-quality spectroscopic spectra to advance, generalize, and expand the Blaise artificial intelligence platform for current and future application development, and Licensor wishes to promote innovation by granting limited licenses to Competition participants to develop Android and iPhone applications ("Licensed Applications") that integrate with Blaise;

WHEREAS, Licensee desires to participate in the Competition and develop applications using the Blaise platform, with full knowledge of and consent to both purposes set forth herein;

WHEREAS, Licensee acknowledges that obtaining all regulatory approvals, government certifications, and licensing authority clearances required for the development, testing, and distribution of the Licensed Application is solely Licensee's responsibility, and that Forward Edge-AI, Inc. bears no obligation, financial or otherwise, to assist with, fund, or facilitate any such approval process;

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

Means the proprietary software tools, application programming interfaces, and documentation provided by Licensor to facilitate application development.

Means mobile applications developed by Licensee using the SDK and API for the purpose of the Competition.

Means all patents, trademarks, copyrights, trade secrets, and other proprietary rights related to Blaise.

Means the date Licensee registers for the Competition and agrees to the terms of this Agreement.

Means the period from the Effective Date through the conclusion of the Competition, including any post-competition commercialization period.

Means the Apple App Store operated by Apple Inc. and the Google Play Store operated by Google LLC.

Means all revenue received or accrued by Licensee, from any source, arising out of or relating to the Licensed Application, including without limitation paid downloads, in-app purchases, subscriptions, enterprise or government licenses, business-to-business fees, application programming interface access fees, original equipment manufacturer arrangements, and any other direct or indirect monetization, in each case prior to any deduction for platform fees, taxes, or similar charges.

Gross Revenue includes revenue derived from any transaction or arrangement in which the Licensed Application or any portion of its underlying technology is used, embedded, distributed or bundled, whether or not such transaction occurs through the App Stores or similar distribution channel.

Means each consecutive twelve-month period beginning on the first anniversary of the earliest public release date of the Licensed Application on either App Store.

Means all spectral measurements, Raman spectroscopic data, calibration data, training datasets, validation datasets, sample preparation records, instrument configuration data, and any other data, data derivatives, or metadata generated or submitted by Licensee in connection with use of the Blaise SDK, API, or hardware during the Competition period, regardless of the round in which such data was generated, whether or not Licensee advances to subsequent rounds, whether or not Licensee is selected as a winner, and whether or not the Licensed Application is publicly released.

Means any government agency, licensing authority, certification body, or regulatory body with jurisdiction over the development, testing, marketing, or distribution of the Licensed Application, including without limitation the U.S. Food and Drug Administration, the European Medicines Agency, the Medicines and Healthcare products Regulatory Agency, and any equivalent international regulatory authority.

Means MailChimp, the email marketing and marketing automation platform operated by The Rocket Science Group LLC d/b/a Intuit Mailchimp, used by Licensor to design and deliver customized email campaigns, manage subscriber databases, and automate competition and product communications, including welcome messages, milestone updates, and periodic newsletters.

Means any video recording, audio recording, slide deck, pitch presentation, concept summary, demonstration footage, team profile, photograph, written description, or other material submitted by a Competitor in connection with any phase of the Blaise XTECH Competition, including but not limited to Phase I pitch submissions, Phase II demonstration videos, Phase III and Phase IV live presentation recordings, and any promotional or marketing materials voluntarily provided by the Competitor for use in connection with the competition.

Means the perpetual, irrevocable, worldwide, royalty-free, and unlimited License granted by Licensee to Licensor over Competition Data pursuant to Section 2.4.2 of this Agreement.

Means the countries listed in Section 2.5 of this Agreement from which participation in the Competition is prohibited.

Means the online platform operated by Forward Edge-AI, Inc. on the official Blaise XTECH Competition website through which consumers may pre-order a competing team’s product prior to app store approval. "Pre-Order Funds" means the $1.99 per pre-order collected from consumers and held in escrow on behalf of a competing team pending app store approval. "Promotion Code" means the unique discount code generated by the Pre-Order Portal for each team listing, redeemable by consumers following app store approval.

Subject to the terms of this Agreement, and expressly excluding participation by persons or entities domiciled in, incorporated under the laws of, or owned or controlled by nationals of any Restricted Jurisdiction (as defined in Section 2.5), Licensor grants Licensee a non-exclusive, non-transferable, revocable, worldwide License, excluding Restricted Jurisdictions, to use the SDK and API solely for the purpose of developing Licensed Applications for submission in the Competition.

All rights, title, and interest in the hardware, SDK, and API remain with Licensor. Licensee retains ownership of any original code developed but grants Licensor a royalty-free, worldwide, perpetual license to use, modify, and distribute any submission made under this Agreement. Datasets submitted by Licensee are subject to the broader Unlimited Data License set forth in Section 2.4, which governs over this Section 2.3 to the extent of any inconsistency.

Licensor and Licensee each acknowledge that a primary purpose of the Competition is the acquisition of Competition Data to advance and generalize the Blaise artificial intelligence platform for current and future application development. Licensee enters into this Agreement with full knowledge of and consent to this purpose.

In addition to and separate from the license set forth in Section 2.3, Licensee hereby grants Licensor the Unlimited Data License: a perpetual, irrevocable, worldwide, royalty-free, and unlimited license to use, reproduce, copy, modify, adapt, publish, distribute, sub-license, and create derivative works from all Competition Data for any lawful purpose, including but not limited to: training AI and machine learning models; improving spectroscopic identification accuracy and generalization across substances and environments; developing new applications and features for the Blaise platform; licensing data-derived AI capabilities to third parties, subject to any applicable Government license rights as described in Section 2.4.7; and publishing aggregated or anonymized insights for research or commercial purposes.

The Unlimited Data License applies to all Competition Data regardless of: (a) the round in which the data was submitted; (b) whether or not Licensee advances through competition rounds; (c) whether or not Licensee is selected as a winner; and (d) whether or not the Licensed Application is released to the App Stores.

The Unlimited Data License granted under Section 2.4.2 is independent of all other provisions of this Agreement, including the App Store compliance requirements in Section 9 and the minimum revenue requirement and license reversion provisions in Section 10. License reversion under Section 10 does not affect, diminish, or terminate the Unlimited Data License. The Unlimited Data License survives the termination or expiration of this Agreement in its entirety.

The unlimited data license in Section 2.4.2 does not transfer ownership of original code, AI model architecture, application user interface designs, or other non-data intellectual property created solely by Licensee. Licensee retains full ownership of such original works, subject to the broader terms of Section 4 of this Agreement.

Licensee agrees to generate and submit Competition Data in accordance with competition guidelines for sample preparation, instrument calibration, data preprocessing, and quality assurance. The value of the unlimited data license to Licensor depends in material part on the quality and integrity of the Competition Data submitted by Licensee.

The Blaise platform has been developed in part under one or more U.S. Small Business Innovation Research or Small Business Technology Transfer program awards. The U.S. Government retains license rights in technology developed under those awards. The Unlimited Data License and all other license grants in this Agreement are subject to and do not override any such Government rights.
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Participation in the Competition is void and prohibited for any individual, team, or entity domiciled in, incorporated under the laws of, owned or controlled by nationals of, or acting on behalf of nationals of any of the following countries:

Afghanistan, Algeria, Belarus, Burkina Faso, Central African Republic, China, Cuba, Egypt, Iran, Kazakhstan, Mali, Myanmar, Nicaragua, North Korea, Pakistan, Russia, Somalia, Sudan, Syria, Tajikistan, Turkmenistan, Uzbekistan, Venezuela, Yemen, Zimbabwe.

Violation constitutes grounds for immediate disqualification and forfeiture of any prizes or license rights under this Agreement. Use of a virtual private network or other technical means to circumvent any geo-blocking controls on the competition portal constitutes a violation of this Section.

This Agreement may be terminated by Licensor immediately upon written notice if Licensee materially breaches any provision of this Agreement, is disqualified from the Competition, submits falsified or fraudulent Competition Data, or becomes subject to insolvency or bankruptcy proceedings. Licensor may also terminate this Agreement for convenience upon thirty (30) days written notice.

Upon termination, Licensee shall immediately cease use of the SDK and API and delete or return any confidential information received from Licensor. Prize amounts already awarded and paid are not recoupable.

The following provisions survive termination or expiration of this Agreement: Section 2.4 (Unlimited Data License), Section 4.3 (Confidentiality), Section 5.3 (Indemnification), Section 6 (Dispute Resolution), and Section 7.1 (Governing Law).

The license granted under Section 2.1 is conditioned on the Competitor's continued, active, and compliant participation in the Blaise XTECH Competition throughout the full competition term. Upon the occurrence of any of the events described in Sections 2.7.1 through 2.7.3, all rights granted under Section 2.1 shall revert automatically and immediately to Forward Edge-AI, Inc. without any further action, notice, or proceeding required by either party.

A Competitor who elects, at any time and for any reason, to end participation in the competition by providing written notice of withdrawal to Forward Edge-AI, Inc. shall be deemed to have voluntarily withdrawn. Upon receipt of such notice, the license granted to that Competitor under Section 2.1 shall revert in full to Forward Edge-AI, Inc. Voluntary withdrawal does not relieve the Competitor of obligations that survive termination, including confidentiality obligations under Section 4.3 and data license obligations under Section 2.4.

A Competitor shall be deemed to have abandoned participation when the Competitor ceases all material activity in furtherance of competition requirements and fails to respond to two consecutive written communications from Forward Edge-AI, Inc. within the response period specified in each communication, which shall be no fewer than fourteen (14) calendar days per communication. Upon a determination of abandonment by Forward Edge-AI, Inc., the license granted under Section 2.1 shall revert immediately and automatically to Forward Edge-AI, Inc. Forward Edge-AI, Inc. shall provide written notice of its abandonment determination to the last known contact address on record for the Competitor.

A Competitor who is disqualified from the competition for any reason, including but not limited to violation of the Competition Guidelines, breach of any provision of this Agreement, submission of fraudulent or misrepresented materials, or any conduct that Forward Edge-AI, Inc. determines, in its reasonable discretion, to be inconsistent with the integrity of the competition, shall forfeit all rights granted under Section 2.1. The forfeiture shall be effective upon the date of the disqualification determination. All decisions regarding disqualification made by Forward Edge-AI, Inc. are final and binding.

Upon reversion under any subsection of Section 2.7, Forward Edge-AI, Inc. shall regain full and exclusive ownership and control of all commercialization rights in and to the Blaise SDK, API, and any Licensed Application developed in whole or in part during the Competitor's participation in the competition. The Competitor shall immediately cease all use, reproduction, distribution, and modification of the Blaise SDK and API. The Competitor shall, within fifteen (15) calendar days of the effective date of reversion, destroy or return all copies of Blaise SDK materials in its possession and certify such destruction or return in writing to Forward Edge-AI, Inc.

Reversion of the license under Section 2.7 does not affect the Unlimited Data License granted to Forward Edge-AI, Inc. under Section 2.4. The Competition Data generated by the Competitor prior to reversion remains subject to the perpetual, irrevocable, royalty-free license granted to Forward Edge-AI, Inc. under Section 2.4.2, regardless of the reason for the Competitor's exit from the competition.

Forward Edge-AI, Inc. retains full rights to use, analyze, and incorporate such Competition Data in furtherance of the development and generalization of the Blaise Artificial Intelligence.

Licensee must submit Licensed Applications by the deadline specified in the Competition rules.

Applications will be judged based on data quality, user interface excellence, and societal impact, as described in the Blaise XTECH Competition Guidelines. To be eligible for Final Competition Awards, a Licensed Application must be submitted to and accepted for distribution by both the Apple App Store and Google Play Store no later than the Phase 2 submission deadline specified in the Competition rules. Failure to achieve acceptance on either platform by the applicable deadline renders the submission ineligible for prizes in the Final Competition Awards category. This requirement does not affect eligibility for Idea Awards.

Applications must adhere to all applicable laws, regulations, platform guidelines, export control requirements (including U.S. Export Administration Regulations and, where applicable, International Traffic in Arms Regulations), and the ethical guidelines and industry regulations outlined in the Blaise XTECH Competition Guidelines.

Licensee may use the "Blaise" name and logo solely for Competition purposes but must not imply endorsement or partnership beyond the scope of this Agreement.

By registering for the Competition and accepting the terms of this Agreement, Licensee expressly consents to enrollment in the Forward Edge-AI competition newsletter, distributed through the Newsletter Platform. Enrollment occurs automatically upon Licensee's acceptance of this Agreement and does not require any additional affirmative act by Licensee.

The Newsletter Platform mailing list is used exclusively for two purposes: to keep enrolled Licensees informed of new developments and milestones related to the Blaise XTECH Competition, and to communicate new developments related to the Blaise product. No subscriber information, personal data, contact details, or any other data collected through the newsletter enrollment process will be shared, sold, transferred, licensed, or otherwise disclosed to any third party for any reason.

Forward Edge-AI, Inc. does not and will not share, sell, transfer, or disclose any subscriber data collected through the Newsletter Platform to any third party for any purpose whatsoever, including but not limited to marketing, advertising, research, or commercial purposes. The Newsletter Platform is used solely as a distribution channel for the communications described in Section 3.5.2 above.

Licensee may manage subscription preferences or opt out of newsletter communications at any time by selecting the unsubscribe option included in every newsletter email distributed through the Newsletter Platform, or by contacting Forward Edge-AI, Inc. through the competition support portal at [email protected]. Opting out of the newsletter does not affect the validity or enforceability of any other term of this Agreement, nor does opting out affect Licensee's participation, standing, or rights under the Competition.

Newsletter enrollment and subscriber data are governed solely by this Section 3.5. The unlimited Competition Data license granted to Licensor under Section 2.4 of this Agreement is independent of and entirely separate from newsletter enrollment. Subscription status has no effect on the Competition Data license, and the Competition Data license has no effect on newsletter subscription status or the protections described in this Section.

By submitting any Promotional Content in connection with the Blaise XTECH Competition, each Competitor hereby grants to Forward Edge-AI, Inc. a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and unconditional license to use, reproduce, display, perform, distribute, adapt, rebroadcast, repost, publish, edit, modify, and create derivative works from the Promotional Content for any marketing, promotional, or publicity purpose related to the Blaise XTECH Competition or the Blaise platform, without any obligation to seek prior approval from, provide advance notice to, or obtain any consent from the Competitor or any other contributor to the Promotional Content.

For the purposes of Section 3.6, "Promotional Content" means any video recording, audio recording, slide deck, pitch presentation, concept summary, demonstration footage, team profile, photograph, written description, or other material submitted by a Competitor in connection with any phase of the Blaise XTECH Competition, including but not limited to Phase I pitch submissions, Phase II prototype demonstration videos, Phase III and Phase IV live presentation recordings, and any promotional or marketing materials voluntarily provided by the Competitor for use in connection with the competition.

The license granted to Forward Edge-AI, Inc. under Section 3.6 includes, without limitation, the right to:

Forward Edge-AI, Inc. is not required to seek the Competitor's approval, review, or sign-off before using, publishing, broadcasting, or distributing any Promotional Content under the license granted in Section 3.6. Forward Edge-AI, Inc. retains sole and absolute discretion over the manner, timing, format, platform, and context in which Promotional Content is used. No request for edits, revisions, takedowns, or modifications to the published form of Promotional Content by the Competitor shall be binding on Forward Edge-AI, Inc., except where required by applicable law.

Forward Edge-AI, Inc. may, at its sole discretion, attribute Promotional Content to the submitting Competitor team by name. Attribution is not required. The omission of attribution by Forward Edge-AI, Inc. does not constitute a breach of any obligation to the Competitor and does not affect the validity or scope of the license granted under Section 3.6.

To the fullest extent permitted by applicable law, each Competitor hereby irrevocably waives any and all moral rights, rights of attribution, rights of integrity, and any equivalent rights in any jurisdiction with respect to all Promotional Content submitted to the competition. Where such rights cannot be waived by operation of law, the Competitor hereby consents to any and all acts or omissions by Forward Edge-AI, Inc. that would otherwise constitute an infringement of those rights, including any modification, editing, cropping, or recontextualization of the Promotional Content.

Each Competitor represents and warrants that:

(a) the Competitor has full authority to grant the license described in Section 3.6 and that the submission of Promotional Content does not infringe the intellectual property rights, privacy rights, or other rights of any third party;

(b) all individuals who appear in or whose voice is recorded in any video or audio Promotional Content have provided their informed consent to the recording and to the worldwide, royalty-free promotional use of the recording by Forward Edge-AI, Inc. as described in Section 3.6; and

(c) Promotional Content does not contain material that is defamatory, obscene, unlawful, or otherwise objectionable under applicable law.

Each Competitor agrees to defend, indemnify, and hold harmless Forward Edge-AI, Inc. and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to any breach of the representations set forth in Section 3.6.6 or any third-party claim arising from Forward Edge-AI's authorized use of the Competitor's Promotional Content under Section 3.6.

The license granted to Forward Edge-AI, Inc. under Section 3.6 is perpetual and survives the termination of this Agreement, the conclusion of the competition, and any reversion of the commercialization license under Sections 2.7 or 9.3. Forward Edge-AI, Inc. retains all promotional content rights granted under Section 3.6 regardless of the reason for the Competitor's exit from the competition.

Forward Edge-AI, Inc. will make the Pre-Order Portal available to each competitor who has registered for the competition and accepted the terms of the Licensing Agreement. Each registered team may submit one product listing per competition entry. A listing may include a product video, solution description, screenshots, and promotional content of the team’s choosing. Forward Edge-AI, Inc. reserves the right to remove any listing that violates the competition rules, applicable law, or the terms of the Licensing Agreement.

Participation in the Pre-Order Portal is voluntary. A team that elects not to publish a listing will receive zero pre-order points under the Market Viability scoring criterion. Non-participation does not otherwise affect a team’s eligibility for any other competition award or prize.

Consumer pre-orders placed through the Pre-Order Portal are priced at $2.99 USD per pre-order. Each pre-order fee is allocated as follows:

The administrative fee compensates Forward Edge-AI, Inc. for portal operation, payment processing, and escrow administration. The fee is earned by Forward Edge-AI, Inc. at the time each pre-order is confirmed and is non-refundable to the competitor under any circumstance.

Pre-Order Funds attributable to a competing team will be held in escrow by Forward Edge-AI, Inc. and will be released to the team only upon satisfaction of the following condition: the team’s app has received formal approval and is available for download on the Apple App Store, the Google Play Store, or both. Forward Edge-AI, Inc. will release escrowed funds within a commercially reasonable time following confirmation of app store approval.

Pre-Order Funds will not be released and will be forfeited to Forward Edge-AI, Inc. if any of the following conditions apply:

In the event of forfeiture, Forward Edge-AI, Inc. may, at its sole discretion, refund Pre-Order Funds to consumers or retain forfeited amounts as additional compensation for portal administration. Forward Edge-AI, Inc. bears no obligation to refund pre-orders to consumers and any consumer refund policy is established at the sole discretion of Forward Edge-AI, Inc.

Forward Edge-AI, Inc. will provide each team with access to a record of confirmed pre-orders and the corresponding escrow balance attributable to that team upon written request. Escrow balances are not transferable between teams and may not be assigned, pledged, or encumbered by the competitor.

Upon publishing a portal listing, each competing team will receive a unique Promotion Code generated by the Pre-Order Portal. Forward Edge-AI, Inc. grants the competing team a limited, non-exclusive, non-transferable license to display and distribute the Promotion Code on the team’s own website, social media channels, and other marketing materials for the sole purpose of directing consumers to pre-order the team’s product through the portal.

The Promotion Code may be redeemed by consumers for a discount on the final purchase price of the team’s app following app store approval, as specified in the portal at the time the code is generated. Forward Edge-AI, Inc. makes no representation regarding the commercial value of any Promotion Code or the number of redemptions a team may expect to receive. The Promotion Code license terminates upon the team’s withdrawal, disqualification, or the expiration of any period specified in the portal.

At the close of Phase III, Forward Edge-AI, Inc. will tally the total confirmed pre-orders recorded on the Pre-Order Portal for each competing team. Pre-order points are awarded on the basis of relative ranking among all Phase III competitors as follows: the team with the highest total pre-orders receives fifteen (20) points; the team with the second highest total receives ten (10) points; the team with the third highest total receives five (5) points; and all other teams receive zero (0) points.

Pre-order points are added to each team’s total Phase III score and are used in the determination of the final competition winner. Pre-order points are an additive component of the Phase III scoring rubric and do not replace or substitute for any other judging criterion.

In the event of a tie in pre-order volume between two or more teams competing for the same rank, each tied team will receive the points assigned to the higher rank, and the next lower rank will be skipped. Forward Edge-AI, Inc.’s determination of pre-order totals and resulting point awards is final and binding.

Forward Edge-AI, Inc. reserves the right to audit pre-order activity on the portal at any time. Pre-orders that appear to result from fraudulent activity, coordinated artificial inflation, bot-generated submissions, or any other form of manipulation may be disqualified and removed from a team’s pre-order total at the sole discretion of Forward Edge-AI, Inc. A team found to have engaged in or facilitated pre-order fraud may be disqualified from the competition and will forfeit all Pre-Order Funds held in escrow on its behalf.

Each competing team is solely responsible for the accuracy and legality of all content published in its portal listing. Consumer communications, pre-order disclosures, and any post-approval product delivery obligations are the sole responsibility of the competing team. Forward Edge-AI, Inc. is not a party to any consumer transaction and bears no liability to consumers arising from a team’s failure to deliver a pre-ordered product.

Forward Edge-AI, Inc. does not guarantee portal availability, a minimum number of consumer visits, or any particular pre-order outcome for any team. The Pre-Order Portal is provided as a service to competitors and Forward Edge-AI, Inc. disclaims all warranties, express or implied, regarding the portal’s commercial effectiveness or fitness for any particular purpose.

Each Party retains ownership of its pre-existing IP. Licensee acknowledges that this Agreement does not transfer any ownership rights in Blaise, the hardware, SDK, or API.

(a) Licensee owns original work created but grants Licensor a worldwide, non-exclusive, royalty-free license to use submissions for promotional and commercial purposes.

(b) Licensor reserves the right to negotiate exclusive licensing or acquisition of winning applications.

Licensee agrees to protect any non-public information received from Licensor and not disclose such information to third parties. This obligation survives termination of this Agreement and continues for so long as such information remains non-public.

Forward Edge-AI, Inc. hereby discloses that, concurrent with the operation of the Blaise XTECH Competition, Forward Edge-AI, Inc. maintains an internal development team engaged in the design, development, and commercialization of its own Blaise applications and use cases (the "Forward Edge-AI Development Team"). Forward Edge-AI, Inc. acknowledges the Competitor's interest in protecting its proprietary concepts, architectures, and business strategies and commits to the structural safeguards set forth in Sections 4.4.1 through 4.4.5.

Forward Edge-AI, Inc. is currently engaged in independent application development activities utilizing the Blaise platform. Such activities are conducted by the Forward Edge-AI Development Team independently of the competition. Forward Edge-AI, Inc. makes no representations that the applications or use cases under development by the Forward Edge-AI Development Team are identical to, similar to, or derived from any Competitor's submission. The existence of concurrent development activities by Forward Edge-AI, Inc. does not limit, impair, or otherwise affect the rights granted to Competitors under this Agreement.

Forward Edge-AI, Inc. shall maintain organizational and informational separation between the Forward Edge-AI Development Team and all personnel involved in the administration, evaluation, or judging of the Blaise XTECH Competition. Members of the Forward Edge-AI Development Team shall not, at any stage of the competition, have access to any Competitor pitch submission, prototype, technical specification, business plan, or any other material submitted by a Competitor in connection with the competition. Forward Edge-AI, Inc. shall implement reasonable administrative controls to enforce the separation required by Section 4.4.2.

No member of the Forward Edge-AI Development Team shall review, be briefed on, or otherwise receive access to Competitor submissions in any format, whether in summary form, as excerpts, or as complete submissions. Competition administrators shall not communicate the substance of any Competitor submission to any member of the Forward Edge-AI Development Team. A violation of Section 4.4.3 shall constitute a material breach of Forward Edge-AI, Inc.'s obligations under Section 4.4.

All judges participating in the evaluation of Blaise XTECH Competition submissions shall be required to execute a Non-Disclosure Agreement ("Judge NDA") with Forward Edge-AI, Inc. prior to receiving access to any Competitor submission. The Judge NDA shall, at a minimum, prohibit the judge from: (a) disclosing the content of any Competitor submission to any person outside the authorized judging panel; (b) using any Competitor submission or information derived therefrom for any purpose other than the evaluation of that Competitor's entry in the Blaise XTECH Competition; and (c) communicating any Competitor submission to any member of the Forward Edge-AI Development Team or any other Forward Edge-AI, Inc. personnel not directly involved in the authorized judging process.

A Competitor who has a reasonable basis to believe that a breach of Section 4.4 has occurred or is occurring may submit a written complaint to Forward Edge-AI, Inc. at the designated compliance contact address specified in the Competition Guidelines. Forward Edge-AI, Inc. shall acknowledge receipt of any such complaint as soon as practicable and shall conduct a good-faith inquiry into the reported concern. Forward Edge-AI, Inc. shall use its best efforts to provide the Competitor with a written summary of the findings of such inquiry within thirty (30) calendar days of receipt of the complaint. The complaint mechanism provided in Section 4.4.5 does not limit any other rights or remedies available to the Competitor under this Agreement or applicable law.

The hardware, SDK, and API are provided "as is" without warranties of any kind. Licensor disclaims all implied warranties, including but not limited to merchantability and fitness for a particular purpose.

Licensor shall not be liable for any damages arising from Licensee's use of the SDK, API, or Blaise platform, except for cases of willful misconduct.

Licensee agrees to indemnify and hold Licensor harmless from any claims, damages, or liabilities arising from Licensee's participation in the Competition or use of the SDK and API, submission of falsified or fraudulent Competition Data, or violation of any applicable export control, sanctions, or data protection laws.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including tort claims, shall be submitted to mediation in Bexar County, San Antonio, Texas. If mediation does not resolve the dispute within thirty (30) days, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association (AAA). Arbitration shall take place in Bexar County, San Antonio, Texas, and the decision of the arbitrator shall be final and binding upon the Parties.

EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT.

This Agreement shall be governed by the laws of the State of Texas, without regard to its conflict of laws principles.

The Parties agree that any legal action arising out of or related to this Agreement shall be exclusively brought in the state or federal courts of Bexar County, San Antonio, Texas, USA.

Nothing in this Agreement shall be construed as creating a joint venture or partnership.

This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements.

Any modifications must be made in writing and signed by both Parties.

Neither Party shall be liable for delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, war, civil unrest, government action, pandemic, natural disaster, or supply chain disruption affecting hardware kit delivery. Licensor shall notify participants within a reasonable time of any force majeure event affecting competition milestones and shall use commercially reasonable efforts to reschedule affected deliverables.

Force majeure does not relieve Licensee of its obligation to grant the Unlimited Data License under Section 2.4 or its confidentiality obligations under Section 4.3.

Forward Edge-AI, Inc. reserves the sole, absolute, and unconditional right to cancel, suspend, postpone, modify, or restructure all or any part of the Blaise XTECH Competition, including any individual phase or award category, at any time and for any reason, with or without prior notice to Competitors. No cancellation decision by Forward Edge-AI, Inc. shall give rise to any claim, liability, obligation, or cause of action by any Competitor against Forward Edge-AI, Inc.

Without limiting the generality of Section 7.7, Forward Edge-AI, Inc. may exercise the cancellation right upon the occurrence of any of the following circumstances, or any combination thereof. The following list is illustrative and not exhaustive:

(a) Insufficient Participation. The number of qualifying submissions, registered teams, or active Competitors at any phase of the competition falls below the threshold that Forward Edge-AI, Inc., in its sole judgment, determines to be necessary to conduct a meaningful and competitive evaluation.

(b) Force Majeure. Any event described in Section 7.6 of this Agreement, including but not limited to natural disasters, pandemics, acts of government, war, terrorism, widespread infrastructure failure, or any other event beyond the reasonable control of Forward Edge-AI, Inc. that materially impairs the ability to conduct the competition.

(c) Change in Market Conditions. A material change in the commercial, regulatory, technological, or competitive landscape governing portable Raman spectroscopy, AI-powered mobile applications, or the Blaise platform that, in the sole judgment of Forward Edge-AI, Inc., makes continuation of the competition commercially unreasonable or strategically inadvisable.

(d) Frustration of Purpose. Circumstances arise, whether foreseen or unforeseen, that render the fundamental purpose of the competition, as described in Section 2.1 of the Competition Guidelines, substantially unachievable or materially different from the purpose for which the competition was designed.

(e) Regulatory or Legal Impediment. A change in law, regulation, export control requirement, sanctions regime, platform policy, or judicial or administrative order that prevents or materially restricts the conduct of the competition in one or more jurisdictions in a manner that, in the sole judgment of Forward Edge-AI, Inc., makes continuation impractical.

(f) Technological Failure. A material failure of the Blaise platform, Blaise SDK, API, or related infrastructure that cannot be remediated within a commercially reasonable timeframe and that materially impairs the ability of Competitors to develop or demonstrate qualifying applications.

(g) Business Reasons. Any other business, financial, strategic, or operational reason that Forward Edge-AI, Inc., in its sole and absolute discretion, determines warrants cancellation, suspension, or modification of all or part of the competition.

Forward Edge-AI, Inc. may cancel or suspend one or more phases of the competition without cancelling the competition in its entirety. Partial cancellation of a phase shall not affect the validity or enforceability of any other phase of the competition or any other provision of this Agreement. Forward Edge-AI, Inc. may, at its sole discretion, restructure the competition following a partial cancellation by combining remaining phases, adjusting prize amounts, modifying evaluation criteria, or otherwise adapting the competition structure to reflect the changed circumstances.

Forward Edge-AI, Inc. shall use commercially reasonable efforts to provide written notice of a cancellation or suspension decision to registered Competitors via the email address on record at the time of the decision. Forward Edge-AI, Inc. shall not be liable for any failure to provide advance notice of cancellation, and the absence of advance notice shall not limit or affect the validity of the cancellation decision.

Upon cancellation of a competition phase or the competition in its entirety, Forward Edge-AI, Inc. shall have no obligation to award any prize, cash payment, developer kit, or other benefit associated with the cancelled phase or phases. Prizes associated with phases that were completed prior to the date of cancellation shall remain payable according to the terms applicable to those completed phases, subject to the satisfaction of all applicable award conditions. Forward Edge-AI, Inc. retains sole discretion to award discretionary recognition or partial prizes to Competitors in recognition of work completed prior to cancellation, but is not obligated to do so.

Forward Edge-AI, Inc. shall not be obligated to refund any registration fee paid by a Competitor solely on the basis of a cancellation under Section 7.7. Where a cancellation occurs before a Competitor has received any developer kit or competition resource funded by the registration fee, Forward Edge-AI, Inc. shall, at its sole discretion, determine whether a full or partial refund is appropriate given the circumstances of the cancellation. The determination of any refund amount by Forward Edge-AI, Inc. shall be final and binding and shall not be subject to challenge by any Competitor.

Cancellation of the competition under Section 7.7 shall constitute a termination event under Section 2.6 of this Agreement with respect to any Competitor whose active participation in the competition is ended by the cancellation. The commercialization license granted under Section 2.1 shall revert to Forward Edge-AI, Inc. upon cancellation in accordance with the reversion provisions of Sections 2.7 and 9.3. The Unlimited Data License granted to Forward Edge-AI, Inc. under Section 2.4 is independent of and entirely unaffected by any cancellation under Section 7.7. All Competition Data submitted prior to the effective date of cancellation remains licensed to Forward Edge-AI, Inc. on a perpetual, irrevocable, and unlimited basis regardless of the reason for the cancellation.

Forward Edge-AI, Inc. shall have no liability to any Competitor, team member, investor, sponsor, or other person or entity arising out of or related to a cancellation, suspension, postponement, modification, or restructuring of the competition under Section 7.7. No Competitor shall have any right to recover direct, indirect, incidental, consequential, punitive, or special damages of any kind as a result of a cancellation decision by Forward Edge-AI, Inc. Each Competitor, by accepting this Agreement, waives any and all claims against Forward Edge-AI, Inc. arising from the exercise of the cancellation rights set forth in Section 7.7.

Section 7.7 operates independently of and in addition to the force majeure provision in Section 7.6. Forward Edge-AI, Inc. may invoke Section 7.7 with or without the occurrence of a force majeure event. Where a force majeure event also satisfies a cancellation trigger under Section 7.7.1(b), Forward Edge-AI, Inc. may elect to proceed under either Section 7.6 or Section 7.7, or both, as it deems appropriate in the circumstances.

Except where Forward Edge-AI, Inc. has expressly committed in a separate written instrument signed by an authorized officer of Forward Edge-AI, Inc. to cover a specific, identified expense, each Competitor is solely responsible for all costs and expenses incurred in connection with the Competitor's participation in the Blaise XTECH Competition. Forward Edge-AI, Inc. shall have no obligation to reimburse, advance, offset, or otherwise compensate any Competitor for any expense of any kind, regardless of the nature of the expense, the phase of the competition in which the expense was incurred, or the outcome of any phase or the competition as a whole.

Without limiting the generality of Section 7.8, the following categories of expenses are the sole responsibility of the Competitor. The following list is illustrative and not exhaustive:

(a) Pitch and Submission Preparation. All costs associated with preparing, producing, designing, filming, editing, and submitting pitch materials, including pitch slide decks, concept videos, demonstration recordings, written proposals, technical reports, and any other materials required or permitted under the competition rules at any phase.

(b) Application and Solution Development. All costs associated with the design, development, testing, and refinement of the Licensed Application and any supporting software, hardware, datasets, or infrastructure required for development or demonstration purposes, including but not limited to cloud computing costs, software licensing fees, laboratory fees, and equipment purchases.

(c) Travel and Accommodation. All costs associated with any travel undertaken by any Competitor team member in connection with the competition, including transportation, accommodation, meals, and incidental travel expenses, whether for in-person presentations, site visits, or any other competition-related purpose.

(d) Regulatory and Compliance Costs. All costs associated with obtaining regulatory approvals, government certifications, medical device clearances, legal opinions, export control filings, and any other compliance requirements applicable to the development, testing, or distribution of the Licensed Application, as further described in Section 9.5.

(e) App Store Submission and Maintenance. All costs associated with enrolling in Apple and Google developer programs, submitting applications to the Apple App Store and Google Play Store, maintaining active listings, and complying with platform-specific requirements.

(f) Professional and Advisory Services. All costs associated with engaging legal counsel, accountants, technical consultants, marketing professionals, or any other advisors retained by the Competitor in connection with competition participation.

(g) Personnel and Labor Costs. All compensation, benefits, and other labor costs associated with any person who contributes to the Competitor's competition activities, whether as an employee, contractor, or volunteer.

(h) Communication and Technology Costs. All costs associated with internet access, telecommunications, video conferencing, remote collaboration tools, and any other technology infrastructure required for the Competitor's participation.

(i) Any Other Cost. All other costs of any nature incurred in connection with participation in the competition, whether or not specifically enumerated in Section

Forward Edge-AI, Inc. shall not be deemed to have assumed responsibility for any Competitor expense on the basis of any oral representation, course of dealing, industry custom, or informal communication. A commitment by Forward Edge-AI, Inc. to cover any specific expense is valid only if set forth in a separate written instrument signed by a duly authorized officer of Forward Edge-AI, Inc. and specifically identifying the expense, the Competitor, and the maximum amount covered.

No provision of this Agreement, the Competition Guidelines, the FAQs, or any other competition document shall be construed as an implicit authorization or commitment by Forward Edge-AI, Inc. to cover any Competitor expense, except for the specific developer kit and registration fee waivers expressly identified in Section 3.3 of the Competition Guidelines for the ten Idea Award winning teams.

Forward Edge-AI, Inc. shall have no obligation to reimburse any Competitor for any expense incurred prior to or following a Competitor's voluntary withdrawal from the competition, disqualification, or abandonment of competition participation under Section 2.7. Forward Edge-AI, Inc. shall also have no obligation to reimburse any Competitor for any expense incurred prior to or following a cancellation of the competition or any phase thereof under Section 7.7. The non-reimbursement obligation set forth in Section 7.8 applies regardless of the reason for the Competitor's exit from the competition or the circumstances of any cancellation.

Each Competitor acknowledges that participation in the Blaise XTECH Competition involves the voluntary expenditure of financial, intellectual, and labor resources with no guarantee of prize, award, license, or other compensation or benefit. By accepting the terms of the Licensing Agreement, each Competitor confirms that the decision to incur competition-related expenses was made independently and at the Competitor's own risk, and that no representation by Forward Edge-AI, Inc. regarding the competition structure, prize pool, timeline, or judging criteria constitutes a guarantee of any benefit or a basis for any reimbursement claim.

Licensee represents and warrants having the full legal right, power, and authority to enter into this Agreement and perform the obligations set forth herein. An individual Licensee confirms being of legal age to contract under the applicable laws of the relevant jurisdiction. An entity Licensee affirms having obtained all necessary corporate or organizational approvals to enter into this Agreement and represents that any required parental or guardian consents for participating team members have been obtained and are on file with Licensee.

Licensee further represents and warrants that: (a) neither Licensee nor any member of Licensee's team is located in, incorporated in, or acting on behalf of a national of a Restricted Jurisdiction; (b) Licensee's participation in this Competition does not violate any applicable law, regulation, export control requirement, or sanction; and (c) the Competition Data submitted by Licensee is genuine, accurately recorded, and not falsified, fabricated, or misrepresented.

All Licensed Applications submitted to the Apple App Store or Google Play Store must comply with the then-current terms and conditions, developer agreements, and review guidelines of each respective platform. Licensee must maintain a valid developer account in good standing with both Apple, Inc. and Google LLC throughout the duration of the competition and any subsequent commercialization period.

By entering the Competition and submitting a Licensed Application to either App Store, Licensee expressly acknowledges and agrees to be bound by the Apple App Store Developer Program License Agreement and the Google Play Developer Distribution Agreement, as each may be updated from time to time. Licensor bears no responsibility for any changes made by Apple, Inc. or Google LLC to their respective platform agreements or policies.

For any Licensed Application that falls within the medical, health, or wellness category, as defined by Apple App Store and Google Play Store guidelines, Licensee must additionally accept and comply with the health and medical application-specific requirements established by both platforms. Acceptance of the Apple App Store Health and Medical guidelines and the Google Play Store Health and Wellness policy is a prerequisite for submitting any medically related application to either platform. Failure to obtain and maintain such compliance will result in immediate disqualification from applicable award categories and may result in termination of the license.

For applications intended to support clinical diagnosis, patient monitoring, or any use case governed by the U.S. Food and Drug Administration or equivalent international regulatory bodies, Licensee bears full responsibility for obtaining any required regulatory clearances or approvals prior to public release. Licensor makes no representation regarding the regulatory status of any application developed under this Agreement.

Licensee acknowledges that acceptance of the obligations in Sections 8.1 – 8.4, and of the Unlimited Data License in Section 2.4, is effected through the digital acceptance mechanism on the Blaise XTECH competition registration portal. Clicking the acceptance checkbox constitutes Licensee's electronic signature and binding agreement to the terms of those sections and constitutes admissible evidence of acceptance. The acceptance checkbox must be affirmatively selected by Licensee; pre-checked or auto-populated acceptance is not valid.

Following the public release of the Licensed Application to the Apple App Store and Google Play Store, the Licensed Application must generate a minimum of one million dollars ($1,000,000) in annual Gross Revenue (as defined in Section 1.7) during each Annual Measurement Period. Meeting this minimum revenue threshold is a material condition of the ongoing license granted under Section 2 of this Agreement.

Licensee must provide Forward Edge-AI, Inc. with written annual revenue reports within sixty (60) days following the end of each Annual Measurement Period. Reports must include verifiable documentation sourced from Apple App Store and Google Play Store developer consoles or from equivalent third-party analytics platforms mutually agreed upon by the Parties. For Gross Revenue generated outside the App Stores, Licensee must provide equivalent verifiable documentation from its financial records or a mutually agreed third-party auditor.

In the event that the Licensed Application fails to generate the minimum one million dollar ($1,000,000) annual Gross Revenue threshold during any Annual Measurement Period, the license granted under Section 2 of this Agreement will automatically revert to Forward Edge-AI, Inc. upon written notice to Licensee. Reversion transfers all commercialization rights, including the right to distribute, modify, sub-license, and monetize the Licensed Application, exclusively to Forward Edge-AI, Inc.

Upon reversion, Licensee shall within fifteen (15) business days transfer to Forward Edge-AI, Inc. or its designee all App Store developer account credentials, listings, user base data, and associated accounts relating to the Licensed Application. Licensee shall cooperate fully with any App Store platform transfer process. Failure to cooperate constitutes material breach and Licensor may seek specific performance in addition to all other available remedies.

Upon receiving notice of a revenue shortfall, Licensee shall have ninety (90) days to cure the deficiency by achieving the required revenue threshold through documented sales or equivalent commercial activity. Failure to cure within the specified period results in immediate and irrevocable license reversion to Forward Edge-AI, Inc.

Each Licensee is solely responsible for identifying, funding, and obtaining all approvals required by any Regulatory Authority applicable to the development, testing, or commercial distribution of the Licensed Application in any jurisdiction. All costs associated with such approvals, including application fees, testing costs, legal fees, and all related expenditures, are entirely the Licensee's obligation. Forward Edge-AI, Inc. assumes no financial or other responsibility for any regulatory approval process.

For any Licensed Application falling within the medical device, medical software, diagnostic, clinical decision-support, or other health-regulated category, the foregoing sole responsibility expressly includes all costs and obligations associated with obtaining required pre-market clearance, pre-market approval, De Novo authorization, CE marking, or equivalent certification from any applicable Regulatory Authority. Medical device approval costs, clinical testing costs, and all related regulatory expenditures are entirely the Licensee's obligation.

By entering the Competition and accepting the terms of this Agreement, Licensee is conclusively and irrevocably bound by the foregoing provisions. Acceptance of this Agreement constitutes Licensee's binding acknowledgment of sole responsibility for all regulatory compliance costs and obligations. Forward Edge-AI, Inc. assumes no liability, financial or otherwise, for regulatory costs, delays, denials, or failures of any kind, including any failure to obtain required regulatory approval within the timeline of the Competition.

Licensee acknowledges and agrees that Licensee is solely responsible for all testing, verification, and validation of the efficacy, accuracy, safety, clinical performance, and reliability of the Licensed Application. Forward Edge-AI, Inc. does not certify, validate, or represent the clinical, scientific, or commercial performance of any Licensed Application developed under this Agreement.

Forward Edge-AI's sole responsibility during the verification and validation stage of the Competition is strictly and expressly limited to confirming the following:

(a) The application operates as intended on the Blaise device without critical operational errors;

(b) The application is free of disqualifying software defects;

(c) The application has received approval from and is published on a qualifying third-party application marketplace, such as the Google Play Store or the Apple App Store;

(d) The spectroscopic data generated by the Licensee during the Competition is of sufficient quality and quantity to meaningfully advance the generalization of the Blaise artificial intelligence platform; and

(e) The Graphical User Interface (GUI) meets the competition's quality standard. A high-quality Graphical User Interface prioritizes intuitive navigation, functional visual hierarchy, and seamless responsiveness to deliver a frustration-free user experience. The Graphical User Interface assessment evaluates how the application looks, how easy the application is to use, and how efficiently the application responds to user interactions.

The foregoing enumerated responsibilities represent the complete and exclusive scope of Forward Edge-AI's verification and validation obligations under this Agreement. No determination made by Forward Edge-AI during the verification and validation stage shall be construed as certification of clinical efficacy, diagnostic accuracy, scientific validity, or regulatory compliance of any Licensed Application, and no such determination constitutes a representation or warranty of any kind regarding the performance of the Licensed Application in any context.

Licensee agrees to make commercially reasonable, good-faith efforts to market, promote, and distribute the Licensed Application following its public release. Good-faith obligations include maintaining active listings on both the Apple App Store and Google Play Store, responding to user feedback in a timely manner, and updating the application to maintain compatibility with current platform operating system versions.

Licensee acknowledges that the Blaise device, SDK, API, and any associated Competition Data may be subject to U.S. Export Administration Regulations (EAR, 15 C.F.R. Parts 730–774) and, where applicable, the International Traffic in Arms Regulations (ITAR, 22 C.F.R. Parts 120–130), as well as economic sanctions programs administered by the Office of Foreign Assets Control (OFAC).

Licensee agrees to: (a) comply with all applicable U.S. export control laws, regulations, and OFAC sanctions in connection with its receipt and use of the Blaise device, SDK, API, and Competition Data; (b) not re-export, transfer, or disclose the Blaise device, SDK, API, or any technical data derived therefrom to any country, entity, or individual without all required U.S. government authorizations; (c) screen all team members and any sub-contractors or partners against the Denied Persons List, Entity List, and Specially Designated Nationals List prior to providing them access to the Blaise device or SDK; and (d) promptly notify Licensor in writing if Licensee becomes aware of any actual or potential violation of this Section.