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SOFTWARE LICENSE AGREEMENT (the "Agreement") dated 11/21/2024 (the "Execution Date") is concluded between EXCLUSIVE SERVICES LLC, DBA Bolt Software Development5205 South Tacoma Way, Tacoma, WA 98409 (the "Vendor") of the first part and mentioned above company (the "Licensee") of the second part.

BACKGROUND

The Vendor wishes to provide/create/develop computer software to the Licensee and the Licensee desires to purchase the software license under the terms and conditions stated below. IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

License

1. Under this Agreement the Vendor grants to the Licensee a non-exclusive and non-transferable license (the "License") to use Bolt School Management Software™ (the "Software", Appendix A).
2. "Software" includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.
3. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
4. This Agreement grants a usage right of software (in order with listed in Appendix A) to the Licensee.
   The Vendor ensures the operability of the system, configuration work is included in the price of the product. Changes in the design and functional purpose of the system or its individual modules may be considered by the Vendor as a separate order, if the total amount of proposed updates exceeds 10% of the existing one.
   The parties agree that the receipt of funds is a payment for services rendered or a periodical payment for usage. The object of purchase and sale is a copy of the software, not the rights to it. For commercial purposes (for profit) the product as a whole or its individual components may be used only with the consent of EXCLUSIVE SERVICES LLC as an owner.
5. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
6. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
7. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

License Fee/Agreement Cost

8. Pricing Details.The cost of the software depends on the selected package option or quantity-based pricing.

8.1.Setup Fee.The onboarding setup fee charged for the configuration of the Bolt School Management Software for use by the Licensee will be a non-refundable fee of$250, due upon the execution of this Software Agreement.

8.2.Student Transfer Fee.Bolt will transfer your existing database of students into the Bolt School Management Software Student Database. Transfer cost is a one-time fee due upon enrollment of$199.

8.3.Packages.To save money we offer several types of packages

Option Package/Students Cost per student package "Smart" 1000 students $35 $15 package "Thrifty" 600 students $40 $20 package "Efficient" 250 students $45 $25 package "Saving" 100 students $50 $30 package "Starter" 50 students $55 $35

Table 1.Cost of Agreement, based on the number of students enrolled

Payment is calculated by multiplying the number of students/applicants enrolled and the cost of the package defined in Table#1. Packages are non-refundable. The cost of the package must be paid in advance. Students/applicants enrolled out of specific package limit are subject to calculation according to the algorithm defined in paragraph 8.2

8.4.Pay-Per-Use(monthly fee).The Licensee will be billed $65$45per enrolled student for the billing cycle. The monthly payment is calculated based on the number of students enrolled for the monthly billing cycle multiplied by$45for each enrolled student.

8.5. For each student, the Licensee pays only once.

8.6. The Licensee allows automatic funds withdrawal from the credit/debit card entered at registration by the Licensee.

Limitation of Liability

9. The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
10. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
11. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

Warrants and Representations

12. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.

Acceptance

13. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") upon execution of this Agreement.

User Support

14. The Licensee will be entitled to 40 hours of phone support available, at no additional cost (Appendix A, section “Additional Services”).
15. The Licensee will be entitled to maintenance upgrades and bug fixes, at no additional cost, for a period of 3 months from the date of Acceptance.

Term

16. The term of this Agreement will begin on Acceptance and is perpetual.

Termination

17. This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.

Force Majeure

18. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.

Governing Law

19. The Parties to this Agreement submit to the jurisdiction of the courts of the State of Washington for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Washington.

Miscellaneous

20. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
21. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
22. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
23. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
24. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
25. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.

Notices

26. All notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses as may be later provided in writing:

EXCLUSIVE SERVICES LLC (DBA Bolt Software Development) 5205 South Tacoma Way, Tacoma, WA 98409

1.1. Student Profile (credentials, info box)

1.2. Applicant's Area

1.2.1. Data Collection Module

1.2.2. Application for Enrollment Module

1.2.3. Enrollment Agreement Module

1.3. Learning Center

1.3.1. Lessons library (1-35)

1.3.2. Lessons Tests Collector

1.3.3. Student Progress Collector

1.3.4. Lessons Player

1.4. Attendance Module (student side)

1.5. Skill Scorings (student side)

1.6. Schedule Module (student side)

1.7. Skills Test (student side)

1.8. Account Receivables (student side)

1.9. CLP

2.1. Super-admin Module

2.2. Multi-location support (credentials, analytics, authorities, skills test results per location)

2.3. Analytic tools

2.3.1. Accounts Receivable

2.3.2. Graduation Dynamics (graduate students, failed, declined, military leave)

2.3.3. Instructors Activity (productivity of instructors, scorings dynamics)

2.4. Users Area (enrollment progress)

2.5. Student List Report (general student's data, AR, Total Training Time, FMCSA etc.)

2.6. Clock in/out QR-codes Based Module

2.7. INs Module (INs history)

2.8. EXPULSION REPORT & Attendance

2.9. SCHEDULE Center (per location)

2.9.1. Straight-line backing (auto/manual)

2.9.2. Offset backing (auto/manual)

2.9.3. Alley dock backing (auto/manual)

2.9.4. City Driving (auto/manual)

2.10. SKILLS Test Report

2.10.1. Adviser

2.10.2. Student Skills Testing Schedule state form

2.10.3. CALENDAR Skills Test (Initial, Retest, B&R and Rd retest types)

2.11. State Annual Report

2.12. Student Profile Module

2.12.1. Data Collection (save/edit/print)

2.12.2. Application (save/edit/print)

2.12.3. Agreement (save/edit/print)

2.12.3.1. Agreement e-Signature Module

2.12.3.2. Agreement e-Payment Module

2.12.4. Personal Learning Progress, Clocks(TTT), Clocks edit module, Scorings, Schedule, Skills Tests

2.12.5. Graduate Tool

3.1. Instructor Ins (history report)

3.2. Scorings

3.2.1. IN-CAB Scoring (calculator, database)

3.2.2. OUT-CAB Scoring (calculator, database)

3.2.3. Backing Scoring (calculator, database)

3.2.4. City Scoring (calculator, database)