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 at 10108 Carter Canyon, 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, 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 utilizing the Blaise platform under the terms set forth herein.

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

1.1 “Software Development Kit (SDK) and API” – The proprietary software tools, application programming interfaces, and documentation provided by Licensor to facilitate application development.

1.2 “Licensed Applications” – Mobile applications developed by Licensee using the SDK and API for the purpose of the Competition.

1.3 “Intellectual Property (IP)” – Includes all patents, trademarks, copyrights, trade secrets, and other proprietary rights related to Blaise.

1.4 “Effective Date” – The date Licensee registers for the Competition and agrees to the terms of this Agreement.

1.5 “Term” – The period from the Effective Date through the conclusion of the Competition, including any post-competition commercialization period.

2.1 License Grant: Subject to the terms of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, revocable, worldwide license to use the SDK and API solely for the purpose of developing Licensed Applications for submission in the Competition.

2.2 Restrictions:

2.3 Ownership: 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, including Datasets, made under this Agreement.

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

3.2 Evaluation Criteria: Applications will be judged based on innovation, functionality, user experience, and integration with Blaise.

3.3 Compliance: Applications must adhere to all applicable laws, regulations, platform guidelines (e.g., Google Play and Apple App Store policies), and the ethical guidelines and industry regulations outlined in the Blaise™ XTECH Prize Competition Guidelines.

3.4 Use of Marks: 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.

4.1 Pre-Existing IP: 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.

4.2 Developed IP:

(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.

4.3 Confidentiality: Licensee agrees to protect any non-public information received from Licensor and not disclose it to third parties.

5.1 No Warranty: 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.

5.2 Limitation of Liability: 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.

5.3 Indemnification: 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.

6.1 Mediation and Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, to include 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). The arbitration shall take place in Bexar County, San Antonio, Texas, and the decision of the arbitrator(s) shall be final and binding upon the Parties.

6.2 Waiver of Jury Trial: EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT.

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

7.2 Jurisdiction: 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.

7.3 No Partnership: Nothing in this Agreement shall be construed as creating a joint venture or partnership.

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

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

Licensee represents and warrants that they have the full legal right, power, and authority to enter into this Agreement and perform the obligations set forth herein. If Licensee is an individual, they confirm that they are of legal age to contract under the applicable laws of their jurisdiction. If Licensee is an entity, they affirm that they have obtained all necessary corporate or organizational approvals to enter into this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

FORWARD EDGE-AI, INC.