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EVERGREEN TECHNOLOGY LICENSE AND SERVICE AGREEMENT

This License and Service Agreement (the "Agreement") is entered as of the date you click "I accept" below ("Effective Date"), by and between Evergreen Technology ("Evergreen") and the entity or individual clicking "I accept" below ("User", "You" or "Your"), which is registering to use the online marketing platform referenced and offered by Evergreen through its websites located at evergreenhq.com (the "Website"), mobile applications, and desktop applications (collectively and individually, the "Service") to advertise your bars, restaurants, and other physical locations ("Sites"). If you are accessing the Service on behalf of a company or other entity, you warrant that you have authority to enter into this Agreement on behalf of the company and acknowledge that it is a legally binding agreement.

1. SYSTEM ACCESS AND LICENSE GRANT.

1.1. License Grants.

1.1.1. By Evergreen. Subject to your compliance with the terms and conditions set forth in this Agreement, Evergreen hereby grants you a limited, nonexclusive, nontransferable, non-assignable, worldwide right and license to access and use the graphic user interface functions and hosting facilities provided by the Service in order to enable you to upload, store, manage, display, and distribute certain information and other data uploaded by User to the Service (the "User Content").

1.1.2. By User. A central purpose of this Agreement is to allow Evergreen to make the User Content available to potential customers and any third parties Evergreen may deem desirable, on and through the Sites. Subject to the terms and conditions of this Agreement, you hereby grant to Evergreen a royalty-free, perpetual, worldwide, nonexclusive license, to reproduce, translate, encode, publish, compile, use and distribute the User Content for the following purposes: (1) to provide the Service to User, (2) to sort, compile, and otherwise make the User Content available to other third parties on and through the Sites, and (3) to fulfill Evergreen's obligations under this Agreement. You also grant a royalty-free, perpetual, worldwide, and non-exclusive license to use your logo and related intellectual property for the purposes of advertising the Service and referring to you and your business on the Sites.

1.2. Restrictions. User agrees that User will not: (a) access, use, copy, or distribute the Service except as expressly allowed herein, or in a manner that exceeds or violates any limitation set forth in this Agreement; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive all or any portion of the Service or any of the Sites; (c) use or allow the use of the Service for rental or in the operation of a service bureau or time-sharing arrangement, hosting or ASP model; (d) interfere with, disrupt, alter, translate, or modify the Service, or create an undue burden on the Service or networks or services connected to the Service; (3) use any electronic or other automated method to scrape, retain, archive, or in any other manner, access, save, and/or archive the User Content, except as expressly allowed hereunder, or (e) use the Service in violation of any law, rule, regulation, statute, or industry self-regulatory code.

2. OWNERSHIP.

2.1. Ownership of Service. As between the parties, Evergreen shall retain all title, copyright and IP Rights in the Service. User does not acquire any right, express or implied, in the Service, other than those specified in this Agreement, and Evergreen shall retain all right, title and interest to, and User does not acquire any right, express or implied, in, any improvement to the Service or any modification thereto.

2.2. Ownership of User Content. Evergreen acknowledges and agrees that, as between the parties, User owns all right, title, and interest in and to the User Content, including all IP Rights therein. User licenses the User Content as provided above and for no other purpose.

2.3. Delivery of User Content. Upon termination of this Agreement, Evergreen shall retain User Content for at least sixty (60) days to permit User to retrieve said data. Nevertheless, Evergreen may retain the User Content as long as it wishes upon the terms of the license set forth above.

3. PAYMENT.

Evergreen charges and collects fees in advance. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Evergreen may withhold performance and discontinue the subscription until all amounts due are paid in full.

4. SUBSCRIPTIONS:

4.1 Users who purchase annual or semi-annual subscriptions have thirty (30) days after their purchase to cancel and receive a full refund. Users who purchase monthly subscriptions have five (5) days after purchase to cancel and receive a full refund.

4.2 Upon expiration of your initial subscription period, your subscription will automatically renew month-to-month at Evergreen's then-current price unless you cancel prior to renewal.

5. DISCLAIMER.

EXCEPT AS EXPRESSLY INDICATED IN THIS AGREEMENT, EVERGREEN MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED AS-IS AND AS-AVAILABLE.

6. INDEMNIFICATION.

User agrees to indemnify, defend, and hold Evergreen harmless from any claims, damages, or expenses arising from User's breach of this Agreement or use of the Service.

7. LIMITATION OF LIABILITY.

IN NO EVENT WILL EVERGREEN BE LIABLE FOR ANY AMOUNT GREATER THAN THE TOTAL PAID BY YOU TO EVERGREEN IN THE SIX MONTHS PRIOR TO ANY CLAIM, OR FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES.

8. TERM AND TERMINATION.

This Agreement shall remain in effect until terminated by either party with thirty (30) days notice or for breach of material terms.

9. MISCELLANEOUS.

This Agreement is governed by the laws of the State of California. Any disputes shall be resolved in the courts of San Diego, California.