SDK License Agreement (Exhibit B)

SOFTWARE DEVELOPMENT KIT (SDK) LICENSE AGREEMENT

IMPORTANT – READ CAREFULLY: This SDK License Agreement (this “Agreement”) is a legal agreement between the undersigned licensee or as mentioned in the applicable Order, either an individual or on behalf of an entity (“Licensee,” “you” or “your”), and PackageX, Inc. (“Licensor” “Company” or “PackageX”) for the Software Development Kit (the “Software”) identified in the applicable Order. BY AGREEING TO THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR YOUR ENTITY (AS APPLICABLE). BY INSTALLING OR USING THE SOFTWARE IN ANY MANNER, YOU AGREE THAT YOU OR YOUR ENTITY SHALL BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. GRANT OF LICENSE.

Subject to the terms of this Agreement and the applicable Order Form, Company grants to Licensee a limited, non-exclusive, non-transferable, royalty-bearing, sublicensable license (the "License") to use the Software solely to: (a) integrate and embed the Software into Licensee’s proprietary service offerings (the “Licensee Services”). All fees and royalties associated with this License shall be governed by the terms set forth in the applicable Order Form. This License is not a sale, and Licensee may not rent, lease, lend, or distribute the Software except through the sublicensing rights expressly granted herein.

2. RESERVATION OF RIGHTS.

a. Ownership. Licensee agrees that, except to the extent of the License, Licensee has no right, title or interest in or to the Software. Company reserves all rights not expressly granted to Licensee under this Agreement. All intellectual property rights, title and ownership (including trademarks, patents, copyrights, etc.) in and to the Software remain with Company (or its third party licensors, as applicable).

b. Trademarks. Licensee consents to use of Licensee’s trademarks including its name and logo by the Company on Company’s social media, websites and in press releases or other publicity and promotional marketing materials indicating Licensee as a current or former customer. Company agrees that nothing in this Agreement shall give any right, title, or interest in or to Licensee’s or Company’s trademarks other than the right to use such trademarks in the manner contemplated herein.

c. Developed Applications. Licensee may use the Software to develop the Licensee Services. Subject to those rights reserved by Company in and to the Software, Company agrees that it obtains no right, title or interest from Licensee under this Agreement in or to any Licensee Services that Licensee develops using the Software, provided, however, that Licensee obtains no rights to the Software itself, other than the license rights expressly granted herein.

d. Updates, Upgrades. Licensee agrees that the form and nature of the Software that Company provides may change without prior notice to you and that future versions of the Software may be incompatible with applications developed on previous versions of the Software. You agree that Company may stop providing the Software (or any features within the Software) to you or to users generally at Company’ sole discretion, without prior notice to you. Company shall have no obligation to support the Software or any applications developed by you using the Software.

3. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.

Licensee shall not, and shall ensure that its Sublicensees do not, directly or indirectly: (a) copy (except for a reasonable number of backup copies), modify, adapt, translate, or create derivative works of the Software; (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive or discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Software or any portion thereof; (c) use the Software for the purpose of developing a competing product or service; or (d) circumvent or attempt to circumvent any technological protection measures in the Software. These restrictions apply to the maximum extent permitted by applicable law.

4. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY HAS NO OBLIGATION TO PROVIDE SUPPORT FOR THE SOFTWARE. COMPANY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

5. LIMITATION OF LIABILITY AND REMEDIES.

EXCEPT FOR THE PARTIES CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR LOSS OF USE DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY

6. INDEMNIFICATION.

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Company, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including attorneys’ fees) relating to (i) your use of the Software, (ii) any application you develop on the Software, including a claim that such application infringes or threatens to infringe any intellectual property right of any person, and (iii) any non-compliance by you with this Agreement.

7. TERMINATION.

This Agreement is effective until terminated or as per the terms of the applicable Order. Upon termination or expiration of this Agreement for any reason, the License granted herein shall immediately terminate, and Licensee must: (a) cease all use of the Software and remove it, together with all backup copies thereof, from all systems and devices within its possession or control; and (b) use commercially reasonable efforts to enforce the termination of all Sublicensee rights and to cause all Sublicensees to cease use of and remove the Software from their respective systems. The Company may terminate the License at any time at its sole discretion if you fail to comply with any material term or condition of this Agreement. Within ten (10) days following termination, Licensee shall provide a written certification to Company, signed by an authorized officer, confirming its compliance with this Section.

8. ASSIGNMENT AND DELEGATION.

Licensee may not assign, transfer, or delegate any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Company. Any purported assignment in violation of this section shall be void.

9. APPLICABLE LAW.

This Agreement is governed by the laws of the State of New York, without reference to any conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the courts in New York County, New York.

10. ENTIRE AGREEMENT.

This Agreement is the entire agreement between Licensee and Company relating to the Software and supersedes all prior or contemporaneous oral or written communications and representations with respect to the Software or any other subject matter covered by this Agreement. This Agreement may be amended unilaterally by Company from time to time upon written notice from Company. Any such amendment will become effective 30 days after the date on which notification of such amendments have been emailed to Licensee at the email address provided. If you continue to use the Software after expiration of the 30 days from the date on which such amendments have been sent, you agree to be bound by the amended terms of this Agreement, without reservation.