LIMITED DISTRIBUTION SDK LICENSE AGREEMENT

Please read this Limited Distribution SDK License Agreement ("Agreement") carefully because it represents your legally binding agreement with Bump Technologies, Inc. ("we," "us" or "Bump") in connection with your use of the Service, the Software and the Evaluation Guide (as defined below) with your Application. You will be referred to herein as "you" or "Licensee."

BACKGROUND

      Bump has developed and is developing certain software products for mobile devices and a hosted service infrastructure for the software.

      You have previously obtained a license to the Bump Software, APIs and Service under that certain Internal Use SDK License Agreement ("Development Agreement") and wish to obtain from Bump a license to (i) market, distribute and sell one or more Applications to end users, and (ii) allow end users to use the Service in connection with the Application, each under the terms of this Agreement. This Agreement will supplement your rights under the Development Agreement to allow you to distribute the Application subject to the restrictions contained below.

      You understand that if you cannot comply with restrictions contained in this Agreement, you should not accept this Agreement. If at any time in the future you do not agree with all the terms and conditions of this Agreement (including any revisions thereto), you must immediately discontinue your use of the Software and Service. If you would like to develop an Application, but cannot comply with these restrictions, you should contact bump at licensing@bumptechnologies.com

      By clicking "I Agree" on this page, you are agreeing that (i) you are over 18 years of age, (ii) you are authorized to enter into this Agreement and (ii) that you agree to all of the terms and conditions of this Agreement and your rights and obligations hereunder.

AGREEMENT:

1. Definitions. Capitalized terms not defined herein shall have the meaning given them in the Development Agreement.

      1.1. "Application" shall mean any software application which includes (i) any portion of Bump's Software and (ii) Licensee's software code and which adds significant functionality to the Software and Service.

      1.2. "Distribution Key" means a key or other code which, when inserted into the Software, will allow an Application to work with the Service subject to the terms and conditions of this Agreement.

2. Allocation of Responsibilities.

      2.1. Delivery. Bump will deliver the Distribution Key by electronic transmission or providing you with a secure server from which you may download the Distribution Key.

      2.2. Support; Modifications. You shall be solely responsible for all support to end users of your Application. We may provide you with support for the Software and/or updates or modifications to the Software or Service from time to time, but are not obligated to do so. If we choose to provide you support, such decision may be made in our sole discretion. You are strongly encouraged to incorporate any new version of the Software into your Application within 180 days of release. Bump will support each version of the Software for at least 180 days after the release of an updated version, but after such time, may discontinue functions or features used by prior versions.

      2.3. No Other Obligation. Nothing contained in this Agreement shall be construed as obligating either party to enter into any other agreement for the Software or Service.

3. License Grant; Marketing.

      3.1. License Grant. In addition to the rights granted under the Development Agreement, subject to your compliance with the terms of this Agreement and the Development Agreement, Bump hereby grants to you a nonexclusive, nontransferable, royalty-free and fully-paid-up license, without rights to sublicense (except in connection with (ii) below), to use the Software and Service for the term of this Agreement, (i) to market and support one or more Applications, and (ii) to distribute and sublicense the Software as part of an Application.

      3.2. General Restrictions. You agree that you and your employees shall not, directly or indirectly, (a) sell, lease, assign, sublicense or otherwise transfer, (b) disclose, divulge or otherwise make available to any third party, or (c) use except as authorized by this Agreement, the Development Key. You agree not to distribute or allow access to the APIs, Evaluation Guide, or Software (except, in the case of the Software, as part of an Application), and may not provide any information regarding the Service to any third party.

      3.3. No Open Source Modifications. The licenses contained herein are conditioned upon, and you represent and warrant to Bump that you will comply with Section 3.4 of the Development Agreement, and will not (i) make any modifications to the Software (such as improper combination with GPL software), or (ii) distribute Applications, in a manner which would that would cause the Software, in whole or in part, to become subject to any of the terms of an Open Source License (as defined in the Development Agreement).

      3.4. Marketing

            (a) Marketing. You may not make any false statement about, or warranty regarding, the Software or Service. You may use the Bump Trademarks in your marketing materials with Bump's prior written approval of such materials.

            (b) Bump Trademarks. Bump grants to you a limited, nonexclusive, royalty-free, worldwide license to use, reproduce, publicly perform, distribute and display the Bump trademarks and logos ("Bump Trademarks") only to the extent necessary to fulfill your obligations under this Agreement. You will comply with any usage guidelines Bump may publish from time to time, and upon Bump's request, shall provide Bump with samples of your usage of the Bump Trademarks. You agree not to challenge Bump's ownership of the Bump Trademarks or use or adopt any trademarks that might be confusingly similar to the Bump Trademarks.

            (c) Licensee Logo. You grant to Bump a limited, nonexclusive, royalty-free, worldwide license to use, reproduce, publicly perform, distribute and display your trademarks and logos ("Licensee Trademarks") on Bump's WWW site, advertising, and marketing collateral in order to identify you as a trade partner. Bump will comply with any usage guidelines you may provide to Bump from time to time, and upon your request, shall provide you with samples of Bump's usage of such Licensee Trademarks. We shall not challenge your ownership of the Licensee Trademarks or use or adopt any trademarks that might be confusingly similar to the Licensee Trademarks.

      3.5. End User License; Terms of Service. You will ensure that each end user of your Application receives a license agreement or agrees to terms which provide for the following: (i) the end user is granted only a personal, nontransferable, and nonexclusive right to use the Application only for use by the end user; (ii) Licensee and/or its licensors retain all of their intellectual property rights in the Application, and no title to such intellectual property is transferred to the end user; (iii) the end user agrees not to reverse assemble, decompile, or otherwise attempt to derive source code from the Software; (iv) the end user agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce or other United States agency or authority, and not to transfer, or authorize the transfer, of the Software to a prohibited country or otherwise in violation of any such restrictions or regulations; (v) Licensee's licensors shall not be liable to the end user for any indirect, consequential, incidental or special damages arising out of the use or license of the Application or Service, regardless of the theory of liability (including negligence and strict liability); and (vi) Licensee and/or its licensors will have the right to terminate the license at any time in the event the end user misuses the Application. In addition, Licensee agrees that it will (a) maintain a terms of service and privacy policy for any commercially available Application ("Licensee Policies"), and (b) comply with those Licensee Policies and (c) notify Bump of any breach of the Licensee Policies by Licensee. For applications made available on the iPhone, license of the Application through Apple's iTunes service shall be deemed compliant with this Section 3.5.

      3.6. No Other Rights. Bump reserves all rights in the Software, Evaluation Guide and Service which are not expressly granted in this Agreement.

4. Fees. Provided that you comply with the restrictions contained in this Agreement, Bump will not charge any fees for use of the Software or Service. You understand that if you violate any of these terms, you may be subject to penalties and fees in relation to your breach of this Agreement. You will be solely responsible for all costs which you incur in developing the Application.

5. Ownership Rights; Certifications.

      5.1. Ownership of Software; Application. (a) Except as expressly set forth herein, Bump or its licensors shall own all right, title and interest in and to the Software, Service, all data submitted to the Service relating to the connection request and confirmation (session data, including transaction description and date, time and location of the match), the Evaluation Guide and Bump Trademarks. (b) Except as set forth herein, you will retain all right, title and interest in and to the other elements of the Application and to the Licensee Trademarks. As between the parties, you and/or your end users shall own all rights in and to the client-to-client communications which occur once a device match has occurred.

      5.2. Government Approvals; Compliance with Laws; Certifications. You shall not export, directly or indirectly, any Software or related information without first obtaining all required licenses and approvals from the appropriate government agencies. You shall be responsible for obtaining all necessary government approvals, consents, licenses or permits to enable you to sublicense and/or sell the Applications, including the Software contained therein. You will bear all costs associated with obtaining such government approvals, consents, licenses or permits, customs charges and duty fees, if any. You shall comply with all government laws and regulations applicable to you. You are solely responsible for obtaining all certifications and approvals (Apple store etc.) necessary to market and sell the Applications.

6. Term and Termination. This Agreement shall become effective on the Effective Date and shall continue in effect unless terminated earlier in accordance with this Section. Bump may suspend or terminate this Agreement immediately for your breach of this Agreement, including the restrictions contained in Section 3, or violation of Bump's Privacy Policy. You may terminate this Agreement without cause upon written notice to Bump. You acknowledge and agree that Bump may at any time in its sole discretion, without liability and with or without cause terminate this Agreement and/or terminate, restrict, block, disable or suspend your access to the Service or any portion or feature. Upon termination of this Agreement, all licenses to use the Software, Service and/or Applications shall immediately cease. Sections 1, 3.2, 3.3, 3.5, 3.6, 4, 5, 6, 7, and 8 shall survive any termination or expiration of this Agreement.

7. Limitation of Liability. EXCEPT IN THE EVENT OF ANY BREACH OF SECTION 3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH OTHER PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, RESULTS OF USE, OR INABILITY TO USE, THE BUMP SOFTWARE OR ANY PRODUCT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL BUMP'S LIABILITY ARISING HEREUNDER EXCEED ONE HUNDRED DOLLARS ($100). LICENSEE ACKNOWLEDGES AND AGREES THAT THE AMOUNTS PAYABLE HEREUNDER BY LICENSEE ARE BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8. Indemnification

      Licensee agrees, at its own expense, to defend or at its option to settle any claim or action brought against Bump, its directors, officers, agents and licensors on the issue of Licensee's or its end users use of the Service, or infringement of any copyright, trade secret, or patent by any Application (except, in each case, for any claim brought solely as a result of Licensee's use or distribution of the Software or Service), or use by Bump of Licensee's Trademarks as authorized under this Agreement, and to indemnify Bump against any and all damages and costs, including legal fees, that a court finally awards against Bump under any such claim or action; provided that Bump provides Licensee with (1) prompt written notice of such claim or action, (2) sole control and authority over the defense or settlement of such claim or action and (3) proper and full information and reasonable assistance to defend and/or settle any such claim or action.

9. General.

      9.1. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without reference to conflicts of laws' provisions.

      9.2. Partial Invalidity. If any provision in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then said provision shall be severed, solely in such jurisdiction, from the remainder of this Agreement, which shall remain in full force and effect.

      9.3. Relationship of the Parties. Nothing contained in this Agreement is intended nor is it to be construed so as to con¬stitute Bump and Licensee as partners or joint ventures with respect to this Agreement. Employees of any party remain employees of that party and shall at no time be considered agents of or to be obligated to render a duty to the other party.

      9.4. Waiver. The failure of any party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by any party of any provision, condition or require¬ment of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

      9.5. Assignment. You must notify Bump of any assignment of this Agreement to any other entity. Bump shall have the right to assign its rights, obligations and privileges hereunder to a merger partner, successor in business or acquirer of all or substantially all of Bump's business or assets without obtaining your consent. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties.

      9.6. Notices. Any notice required or permitted to be given by any party under this Agreement shall be in writing, and shall be personally delivered or sent by certified or registered letter, return receipt requested or by confirmed telecopy, to the receiving party at its address first set forth above, or such new address as may from time to time be supplied hereunder by the receiving party. Notices will be deemed effective upon receipt. You may send notice to Bump at: 156 E Dana Street, Mountain View, California 94041. We may send notice to you by email to the account we have on file for you when signing up to receive the Software, which you may update from time to time in accordance with our website Terms of Use.

      9.7. Entire Agreement; Amendment of Development Agreement. This Agreement is intended to amend and supplement the Development Agreement, but shall not be construed in any way as limiting your obligations under the Development Agreement. In addition, the parties agree that Section 4 of the Development Agreement is amended such that the Development Agreement term shall end on the same date as this Agreement, and any termination or expiration of this Agreement shall automatically, without any action by either party, terminate the Development Agreement as well. The terms and conditions contained in this Agreement and the Development Agreement constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on any party unless the same shall have been mutually assented to in writing by both parties. In the event there is a conflict between this Agreement and the Development Agreement, the terms of this Agreement shall control.

      9.8. Jurisdiction. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts of San Francisco, California.

      9.9. Arbitration. Should any dispute occur between Bump and Licensee arising out of or related to the Agreement or their rights and responsibilities to the other, the matter shall be settled and determined by arbitration under the current rules of the American Arbitration Association to be held in Santa Clara County, California. The arbitrator selected shall be knowledgeable in the field of business that Bump is engaged in. The decision of the arbitrator shall be final and binding and the award so rendered may be entered in any court having a jurisdiction in the State of California. Either party may institute arbitration proceedings within one year of the claimed breach having occurred. In any action to enforce either party's rights hereunder, the prevailing party shall be entitled to reasonable attorneys fees.

      9.10. Advice of Legal Counsel. Licensee acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice regarding its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement.

      9.11. English Language. This Agreement is in the English language only, which language shall be controlling in all respects. No translation, if any, of this Agreement into any other language shall be of any force or effect in the interpretation of this Agreement or in determination of the interests of either party hereto. Furthermore, the parties agree that all correspondence, notices, orders, claims, suits and other communication between the parties hereto shall be written or conducted in English.

      9.12. Foreign Corrupt Practices Act. In conformance with the United States Foreign Corrupt Practices Act, Licensee shall not directly or indirectly make an offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government (including a decision not to act) or inducing such a person to use his influence to affect any such governmental act or decision in order to assist Licensee in obtaining, retaining or directing any such business.

[End of Agreement]