Subscription Agreement - Shotcaller Global, Inc. - Gun OPS Software License Renewal

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SCHEDULE C SUBLICENSE AGREEMENT This Sublicense Agreement is made effective as of this day of (the "Effective Date)" having a place of business ("CUSTOMER)" and Shotcaller Global Inc. having a place of business at 4025 E. La Palma Suite 204 Anaheim California 92807 ("COMPANY"). BACKGROUND A. COMPANY and CUSTOMER entered into a subscription agreement (the "Subscription Agreement") entitling CUSTOMER to limited access and use of a hosted subscription service provided by COMPANY (the "Services ") which included, among other things, the ability to query the COMPANY Service database and, in response to such queries, obtain data from the Services (the "Services Data"). B. In the Subscription Agreement, COMPANY and CUSTOMER agreed to the conditions under which CUSTOMER could sublicense the right to access to the Services and Service Data solely for the purpose of providing services to CUSTOMER under the Subscription Agreement, and for no other purpose. The Parties therefore agree as follows: AGREEMENT 1. LICENSE 1.1. LICENSE. The undersigned wishes to access to the Services and Service Data solely for the purpose of providing services to CUSTOMER, and agrees to be bound by the terms and conditions of the attached Subscription Agreement between COMPANY and CUSTOMER, pursuant to the provisions relating thereto, and to abide by all the terms and conditions of the Subscription Agreement. 1.2. TERMS. All terms used herein will have the meaning ascribed in the Subscription Agreement. 2. INDEMNIFICATION Sub -Licensee will indemnify and hold harmless COMPANY and its successors and assigns and its officers, directors, employees, subcontractors, consultants, representatives and agents, from and against any and all losses, damages, injuries (including death), causes of action, claims, penalties, interest, additional taxes, demands and expenses, including reasonable legal fees and expenses, of any kind or nature arising out or on account of, or resulting from, any claim or allegation relating to its use of the Services and Services Data under this Agreement, (b) Sub -Licensee's negligence or willful/intentional misconduct, or (c) any action or inaction of Sub -Licensee, or those under Sub -Licensee's control, that causes COMPANY to breach or incur liabilities under the laws, rules or regulations applicable to this engagement. SUBSCRIPTION AGREEMENT FOR: