The Investigation Game Education Edition Licensing Agreement and Terms of Use

THIS LICENSING AGREEMENT (the “Agreement”) is entered into by and between Purchasor (the “Licensee”) and Workman Forensics, LLC, an Oklahoma limited liability company (“WF”).

WHEREAS, WF has developed certain products and services that provide hands-on or game-based training pertaining to forensic accounting, fraud investigation, fraud detection, fraud prevention, and data sleuthing (the “Licensed Products”);

WHEREAS, Licensee desires to license the Licensed Products from WF for educational use only, and WF and Licensee desire to set forth their agreement and understanding regarding the licensing and use of the Licensed Products by Licensee;

NOW THEREFORE, in consideration of the mutual covenants and obligations contained herein, the parties hereby agree as follows:

1. License.

1.1 License Grant. Subject to the terms, conditions and limitations set forth in this Agreement, WF grants to Licensee a limited, revocable, non-exclusive, license to use, access, and copy the Licensed Products for educational use only, without the right to sell, transfer or sublicense to any other entity or person. The grant of this license includes, without limitation, the right of Licensee to use all software programs, works of authorship, trademarks, service marks, inventions, patents, trade secrets, copyrights, and other intellectual property rights now owned or licensed, or in the future developed, owned and/or licensed by WF, that comprise the Licensed Products and/or the products and services thereunder (the “Product IP”) solely in connection with Licensee’s permitted use of the Licensed Products.

1.2 Ownership. The parties agree and acknowledge that WF owns all right, title and interest in and to the Product IP and the Licensed Products. Nothing in this Agreement shall be deemed to grant to Licensee any ownership or rights in the Product IP or the Licensed Products other than the rights granted herein. Licensee will not assert, nor will Licensee authorize, assist, or encourage any third party to assert, any intellectual property infringement claims regarding the Product IP and the Licensed Products.

1.3 License Restrictions. Licensee will not use the Licensed Products in any manner or for any purpose other than as expressly permitted by this Agreement. The rights granted in this Agreement are subject to the following limitations: (a) Licensee may not copy any Product IP; (b) Licensee will not modify, decompile, disassemble, reverse engineer, or create derivative works based on any of the Product IP; and (c) Licensee will use the Product IP in compliance with applicable law, including but not limited to all applicable provisions of copyright and other intellectual property laws.

2. Indemnification.

2.1 Indemnified Parties. Licensee will to the extent permitted by the law applicable to the Licensee and without waiving sovereign immunity defend and indemnify against, and hold harmless WF and its affiliates, and each of their respective employees, officers, directors, and representatives (collectively, the “Indemnified Parties”) from and to pay on behalf of or reimburse any Indemnified Party as and when incurred for, any and all liabilities, obligations, losses, damages, penalties, demands, claims, actions, suits, judgments, settlements, costs, expenses and disbursements (including accountants’ and expert witnesses’ fees) of whatever kind and nature (collectively, “Losses”) which may be imposed on or incurred by an Indemnified Party arising out of or related to any third-party claim concerning: (a) Licensee’s use of the Licensed Products; or (b) breach of this Agreement or violation of applicable law by Licensee. Licensee will reimburse WF employees’ and contractors’ time and materials spent responding to any third-party subpoena or other compulsory legal order or process associated with third party claims at then-current hourly rates.

2.2 Process. WF will promptly notify Licensee of any claim subject to Section 2.1, but failure to promptly notify Licensee will only affect Licensee’s obligations under Section 2.1 to the extent that such failure prejudices Licensee’s ability to defend the claim. Licensee may: (a) use counsel of Licensee’s own choosing (subject to WF’s written consent) to defend against any claim; and (b) settle the claim as Licensee deems appropriate, provided that Licensee obtains WF’s prior written consent before entering into any settlement.

3. Warranties; Limitations of Liability.

3.1 Disclaimers. THE LICENSED PRODUCTS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WF AND ITS AFFILIATES (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE LICENSED PRODUCTS, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE LICENSED PRODUCTS WILL BE ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

3.2 Limitations of Liability. NEITHER WF NOR ANY OF ITS AFFILIATES WILL BE LIABLE TO LICENSEE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WF AND ITS AFFILIATES’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT LICENSEE ACTUALLY PAYS WF UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO ANY ALLEGED CLAIM.

4. Miscellaneous.

4.1 Assignment. Licensee will not assign or otherwise transfer this Agreement or any of Licensee’s rights and obligations under this Agreement. WF may assign or otherwise transfer the Agreement and all or any portion of WF’s rights and obligations under this Agreement to a subsidiary or affiliate of WF without the consent of Licensee. In the event WF sells or transfers all or substantially all of its assets to a third party or an affiliate, whether by sale, merger, or change of control, WF may assign or otherwise transfer the Agreement and all or any portion of WF’s rights and obligations under this Agreement to such third party or affiliate without the consent of Licensee. Any assignment or transfer in violation of this Section 4.1 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

4.2 Entire Agreement. This Agreement is the entire agreement between Licensee and WF regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Licensee and WF, whether written or verbal, regarding the subject matter of this Agreement. WF will not be bound by, and specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement).

4.3 No Waivers. The failure by WF to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit WF’s right to enforce such provision at a later time. All waivers by WF must be in writing to be effective.

4.4 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

4.5 Notices. Any notice required to be given pursuant to the terms and provisions hereof shall be sent by certified mail, return receipt requested, postage prepaid, to the Purchaser’s address submitted with the purchase of the licensed product and:

Workman Forensics, LLC

Leah Wietholter, CEO

816 East 6th Street Tulsa, OK 74120

Any such notice shall be effective upon receipt.