NDA

This Custom Licensing Agreement (“Agreement”) is entered into as of July 21, 2025 (“Effective Date”), by and between Jordan Mychal-Kennedy Smith ,an individual with principal offices in Surprise ,Arizona (“Licensor”), and [Licensee Name – insert legal entity or individual], with principal offices at [Licensee Address – to be confirmed] (“Licensee”).

‍RECITALS
‍
WHEREAS, Licensor is the sole creator ,owner, and developer of the proprietary mobile software application known as “Rabbit Hole” (“Software”), a next-generation, video-based virtual social discovery and filtering platform designed for Millennials and Generation Z users seeking authentic, personality-driven connections ;WHEREAS , Rabbit Hole functions as a video-first, social media-style dating and networking application that replaces traditional photo-swiping with 60-second user-generated videos ,enriched by a 16-category virtual hashtag filtering and labeling system, customized via a signup intro questionnaire developed by Licensor ;

‍WHEREAS , Rabbit Hole integrates advanced geolocation and nationwide search features, allowing users to swipe through video profiles within a local radius or across U.S. states, and includes premium in-app placement via the “Tunnel Vision” spotlight feature as a flat-rate purchase ;
‍
‍WHEREAS, the Software utilizes a proprietary metadata tagging engine, dynamic preference logic akin to the Tinder ELO system, and a front-end experience built on React Native ,with backend support via Supa Base, GETSTREAM, and optional integration of APIs such as PostHog and Expo, enabling secure messaging, user role segmentation, and scalable authentication ;

‍WHEREAS, the Software includes all original source code, UI/UX architecture, visual and navigational design components ,in-app purchase mechanics, preference matching algorithms, backend data schema(including user, profile, feed, filter, message, and action tables), marketing interfaces, and all related intellectual property protected under applicable U.S. and international copyright, trademark, and patent law;

‍WHEREAS, Rabbit Hole is positioned to compete with incumbent dating platforms (Tinder, Bumble, Hinge), by offering a differentiated model grounded in video authenticity, multi-layered filtering, low-friction engagement, and a social profile–style interface designed to reduce catfishing, mismatches, and platform fatigue among younger digital natives;

‍WHEREAS, Licensee desires to obtain, and Licensor agrees to grant, a limited, non-exclusive, non-transferable, and revocable license to use, distribute, or integrate the Software for [insert purpose, e.g., white-label consumer deployment, enterprise internal use, regional distribution, or investment evaluation and commercialization],in accordance with the terms of this Agreement;

‍NOW, THEREFORE, inconsideration of the mutual promises and covenants set forth herein, and intending to be legally bound, the Parties agree as follows:

1. GRANT OF LICENSE

‍1. GRANT OF LICENSE
‍Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the proprietary mobile software application known as “Rabbit Hole” (the “Software”)strictly for the purposes and platforms set forth herein.

This license includes lawful use of the compiled object code and the following integral components of the Software:

‍1.1 Included Components:
●      User Interface and User Experience (UI/UX): All distinctive front-end screens, interactive swipe-based navigation, onboarding sequences, in-app profile layouts, and visual theming elements, each protected as trade dress and/or copyright under U.S. law.
●      Functional Systems: Custom modules including the proprietary 16-category interest and values-based filtering engine, integrated video upload and playback system, "Tunnel Vision" spotlight mechanic, geolocation-enabled matching, and dynamic feed update functionality.
●      Algorithmic Engines: Proprietary search, discovery, and recommendation algorithms, including ELO-based preference scoring and user behavior-based adaptation logic (collectively, “Advanced Search Algorithm”).
●      Backend Framework and Integrations: Licensed schemas, APIs, and third-party integrations with SupaBase, GETSTREAM, PostHog, Expo, and related middleware, as utilized within the Rabbit Hole architecture.
●      Behavioral Logic and Analytics: Embedded metadata layers, branching decision trees, gamified storytelling structures, and real-time behavioral analytics designed to drive engagement and personalization.
●      Intellectual Property Elements: All copyrighted, trademarked, or patent-pending elements embodied in or associated with the Software, including any proprietary business logic, pay-as-you-go architecture, visual brand components, and trade secrets, whether registered or unregistered under applicable U.S. or international intellectual property law.

‍1.2 Permitted Use:

The Licensee may deploy, operate, and publicly display the Software solely for commercial use within the following permitted categories:

●      Software-as-a-Service (SaaS)offerings;
●      Consumer-facing entertainment and lifestyle applications;
●      Video-based dating, matchmaking, or social discovery platforms;
●      Other interactive digital services prioritizing authenticity and user-generated content.

Use is expressly limited to operation within the United States, unless otherwise agreed to in a separate, written International Licensing Addendum executed by both Parties.

‍2. LICENSE RESTRICTIONS

‍Licensee shall not, and shall not permit any third party to:

a. Modify or Derive: Modify, translate, adapt, reverse engineer, decompile, disassemble, or create derivative works ofthe Software or any of its components.
b. Redistribute or Transfer: Sell, lease, license, sublicense, distribute, assign, rent, lend, or otherwise transfer the Software, in whole or in part, to any third party or for any white-labeled, cloned, or rebranded deployment without the prior written consent of Licensor.
c. Misuse of IP: Use the Software in a manner that infringes, misappropriates, or otherwise violates any of Licensor’s intellectual property rights, including any attempt to extract or independently commercialize the UI/UX screens, Advanced Search Algorithm, pay-as-you-go infrastructure, or any proprietary feature of the Software.
d. Bypass Controls or Monetization Models: Circumvent, disable, or attempt to bypass any embedded access controls, monetization triggers, content gating, or usage limitations established by Licensor, including those tied to time-restricted access, usage metrics, or revenue tracking mechanisms. 

3. RESERVATION OF RIGHTS

‍All rights not expressly granted to the Licensee under this Agreement are reserved exclusively by the Licensor, including without limitation any rights related to:
●      Future feature sets or upgrades,
●      Alternative monetization strategies,
●      Derivative applications,
●      Modular feature licensing,
●      International distribution and expansion.

This license does not convey any title or ownership interest in the Software or its underlying source code, structure, or proprietary systems.

‍2. SCOPE OF USE

‍Subject to the terms and conditions of this Agreement and the Licensee’s ongoing compliance with all applicable provisions, the Software may be accessed and used solely as authorized herein.

‍2.1 Permitted Platforms
The Licensee is authorized to deploy and operate the Software exclusively on the following platforms:

●      Mobile Operating Systems: iOS and Android devices that meet the technical specifications provided by the Licensor;
●      Web-Based Applications: Only where such deployment has been explicitly pre-approved in writing by the Licensor. Deployment on any other platform, including desktop applications or third-party integrations, shall require a separate written agreement or licensing amendment.

‍2.2 Permitted Users and Purposes
The Software may be accessed solely by:
●      The Licensee’s internal personnel, contractors, and agents acting within the scope of their duties;
●      The Licensee’s authorized end-user sand customers, through the Licensee’s own consumer-facing applications and services. Permitted uses are limited to the delivery and operation of:
●      Dating platforms that incorporate video-first interfaces and values-based personalization;
●      Software-as-a-Service (SaaS)solutions leveraging the Software’s proprietary discovery engine;
●      Consumer engagement tools, immersive media systems, or other entertainment-related products that align with the intended functionality of the “Rabbit Hole” Software. Any other use—including use in connection with unrelated services, reselling, or internal toolkits not part of a Rabbit Hole-derived platform—is strictly prohibited without prior written consent of the Licensor.

‍2.3 Use of Protected Features
Licensee acknowledges that certain components of the Software, including but not limited to the Advanced Search System, the “Tunnel Vision” prioritization logic, and Values-and-Interest Matching Engine, are protected under federal intellectual property law and/or pending or active USPTO registrations. Licensee shall not:
●      Extract, isolate, or repurpose any protected feature for use outside of the “Rabbit Hole” app;
●      Embed any such feature in unrelated applications, platforms, or tools;
●      Use any proprietary system logic or visual flows in connection with a competing or derivative offering. Any violation of this clause will constitute a material breach and may result in immediate termination of the license and enforcement under applicable IP laws.

‍2.4 Prohibited Conduct
The Licensee shall not, and shall not permit others to:
a. Copy, reproduce, or modify the Software or any component thereof, except as expressly authorized;
b. Translate, adapt, or create derivative works of the Software;
c. Reverse-engineer, decompile, disassemble, or attempt to derive the source code, architecture, algorithms, or logic of the Software;
d. Use the Software in connection with:
●      Competitive benchmarking or testing without prior written authorization;
●      Artificial intelligence model training, including LLM ingestion or machine learning dataset compilation;
●      Data scraping, crawling, or harvesting of behavioral data beyond standard permitted analytics;
e. Sublicense, rent, lease, assign, sell, distribute, pledge, or otherwise transfer the Software or any rights granted under this Agreement, except where expressly permitted by Licensor in writing.

‍2.5 Territorial Use
Unless otherwise explicitly authorized in aseparate written agreement, the Licensee may only use the Software withinterritories where the Licensor:
●      Has not imposed restrictions due toregulatory compliance, privacy, or export controls;
●      Maintains legal enforceability ofintellectual property protections; and
●      Has confirmed availability andlawful use of the Software through documentation or correspondence.Useof the Software in any jurisdiction that imposes conflicting regulatory orlicensing burdens may be subject to suspension, limitation, or termination atthe sole discretion of the Licensor.

‍3. OWNERSHIP ANDINTELLECTUAL PROPERTY RIGHTS

3.1.Ownership by Licensor
‍Licensor, JordanMychal-Kennedy Smith, is the sole creator and owner of the proprietary mobile software known as “Rabbit Hole”(“Software”), a video-first, gamified discovery application for iOS and Android. All concepts, code, architecture, branding, and underlying technologies—including but not limited to the metadata-driven profile filtering engine, “Tunnel Vision” visibility enhancer, and the video-based matching algorithm—are wholly original works authored and developed by the Licensor..

‍3.2. Patent Application and Protected Components

‍The core technological components of the Software are protected through a non-provisional utility patent application titled:
“Video-Based Search Engine with Multi-Category Profile Labeling System”
‍●      Filed with: United States Patent and Trademark Office (USPTO)
●      FilingDate: June 3,2025
●      Applicant: Jordan Mychal-Kennedy Smith
●      Counselof Record: Kevin T.Bastuba (USPTO Reg. No. 59,905)
●      Status: Patent Pending Protected components include, but are not limited to:
●      A 16-category profile filteringmatrix using demographic and psychographic labels
●      Custom video content-driven search and discovery mechanisms
●      Backend logic supporting identity verification, interest clustering, and algorithmic rankings
●      Proprietary UI/UX workflows, labeled metadata structures, and consumer-facing video filters
●      The “Tunnel Vision” matching accelerator and spotlight feature

‍3.3. IP Law Protections
‍
Licensor’s intellectual property rights are protected under:
●      U.S. Patent Act (35 U.S.C.)
●      Federal Trade Secret Protections(DTSA)
●      Arizona Uniform Trade Secrets Act(AUTSA)
●      U.S. Copyright Act (17 U.S.C.)
●      Lanham Act (Trademark Law)Licensor shall retain the exclusive right to enforce, prosecute, or defend any and all infringement, misappropriation, or unauthorized use claims in connection with the Software, whether occurring during the term of this Agreement or thereafter.

‍3.4. Licensee Limitations
‍
Except for the limited rights expressly granted in this Agreement, no license or other rights — whether by implication, estoppel, or otherwise — are granted to the Licensee. The Licensee shall not:
●      assert any ownership interest in the Software or any portion thereof;
●      create derivative works based on the Software or its components;
●      use, register, or attempt to register any trademark or service mark that is confusingly similar to the branding or identifiers of the Software or the “Rabbit Hole” app.

‍3.5. Prohibition on Infringement and Claim of Rights
The Licensee shall not, directly or indirectly, reverse-engineer, copy, distribute, publish, sublicense, or otherwise exploit the Software beyond the scope of the license. The Licensee agrees not to apply for or assist any third party in applying for any intellectual property rights that incorporate or are based on the Software or any portion thereof.

‍3.6 Survivability
All provisions of this Section shall survive any expiration or termination of this Agreement.

‍4. PROTECTION OF UI/UX AND DESIGN ELEMENTS

‍4.1 Ownership and Retention of Rights Licensor, Jordan Mychal-Kennedy Smith (“Licensor”), retains full and exclusive ownership of all UI/UX elements, visual assets, user interaction flows, content architecture, visual identity, metadata logic, psychographic/demographic filter systems, and all related design features integrated into the “Rabbit Hole” Software. This includes, but is not limited to:
●      The 16-category virtual hashtag filtering and labeling system,
●      The “Tunnel Vision” spotlight visibility function,
●      Custom video-first UI/UX replacing static-profile paradigms,
●      Profile filtering interface branded as “My Filters” and “Seeked User Filters,”
●      Age and identity verification tools (ID upload, image-based CAPTCHA),
●      Custom user journey flows for onboarding and discovery,
●      Layout and interaction structure of the filter-driven video feed.

These components are either protected under U.S. intellectual property laws as trade secrets, are subject to copyright protection, or are part of a pending non-provisional utility patent application filed with the United States Patent and Trademark Office (USPTO) on June 3, 2025.Licensor reserves all rights not expressly granted herein, including any rights that may arise upon formal issuance of a utility patent.

‍4.2 Protected Components

The following elements are deemed “Protected Components” under this Agreement:
●      All source code, underlying logic, and interface behavior associated with the UI/UX,
●      Any technical configurations, APIs, or algorithms enabling filter-based personalization,
●      Proprietary database schemas and metadata models used to drive user interaction,
●      All audiovisual and graphic design elements, including icons, typography, button behavior, animation patterns, video-upload flows, and layout grids.

Any access to or use of these components by Licensee is limited strictly to the scope defined under the license in this Agreement.

‍4.3 Licensee Limitations& Prohibited Actions

The Licensee shall not :
●      Copy, reproduce, modify, adapt, display, distribute, reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or design logic of any Protected Component;
●      Claim authorship, inventorship, or any form of derivative right or intellectual property interest in any part of the Software’s design, logic, flow, or visual presentation;
●      Use or replicate the UI/UX structure or user interface concepts in any software, platform, or product outside the licensed scope;
●      Incorporate any part of the Protected Components into third-party platforms, systems, or derivative works unless expressly permitted under this Agreement;
●      Permit access to the Software, directly or indirectly, by competitors of Licensor (including, but not limited to, Tinder, Bumble, Hinge, or any affiliated entity thereof). Licensee further agrees not to file for any intellectual property rights, copyrights, trademarks, or patents related to any element of the Software’s UI/UX or design, including but not limited to interface structure, visual content, filtering logic, or behavioral interactions.

‍4.4 IP Law Protections& Patent Disclosure

The Software and its UI/UX components are the subject of a pending non-provisional utility patent application filed on June 3, 2025 with the United States Patent and Trademark Office(USPTO), titled: "Video-Based Search Engine with Multi-Category Profile Labeling System". Licensor is the sole inventor and applicant, represented by registered patent attorney Kevin T.Bastuba (Reg. No. 59,905).

The Agreement acknowledges that certain UI/UX aspects may qualify as:
●      Trade Secrets, protected under the Defend Trade Secrets Act (18 U.S.C. § 1836),
●      Copyrighted Content, pursuant to 17 U.S.C. § 101 et seq.,
●      Patent-Pending Inventions, with rights enforceable under 35 U.S.C. §§ 271 and 284 upon grant of patent.

Tharties agree that “Patent Pending” status must be visibly displayed whereappropriate, and Licensee shall make no representations inconsistent with thatstatus.  

‍4.5 Prohibition onInfringement and Claims of Right

Licensee expressly waives and disclaims any present or future claim of authorship, co-inventorship, ownership, or other rights related to the UI/UX components of the Software, including those protected or disclosed under the pending patent filing.

Licensee shall not challenge, contest, or support third-party challenges to the validity or enforceability of Licensor’s rights in any court, tribunal, or administrative agency. Any attempt to assert such rights or to infringe upon Licensor’s protected design features shall be considered a material breach of this Agreement, subject to immediate termination and injunctive relief.

‍4.6 Notice of Violation

Licensee shall promptly notify Licensor in writing of any actual or suspected infringement, unauthorized use, or misappropriation of the Software’s UI/UX components or visual design by any third party or internal team member. Failure to do so may result in liability for contributory infringement or breach of confidentiality.

‍5. RESTRICTIONS

‍The Licensee expressly agrees not to engage in any of the following activities, directly or indirectly, without the prior written consent of the Licensor:

‍5.1. Distribution & Third-Party Access
‍
Licensee shall not:
●      Sublicense, sell, rent, lease, assign, or otherwise distribute the Software, or any component thereof, to any third party;
●      Provide access to the Software via web service, API, remote access, or as part of a service bureau, SaaS, or time-sharing arrangement;
●      Permit third parties to use the Software, whether for commercial, educational, or non-commercial purposes.

‍5.2. Modification & Derivative Works
‍
Licensee shall not:
●      Modify, adapt, translate, localize, or create derivative works based on the Software or any component, including but not limited to the Advanced Search Algorithm, UI/UX layout, iconography, or content recommendation engine;
●      Attempt to replicate or simulate the core functionality or aesthetic of Rabbit Hole in any competing or related platform.

‍5.3. Reverse Engineering & Source Code Access
‍
Licensee shall not:
●      Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, architecture, or underlying structure of the Software, including algorithms, workflows, or data models;
●      Use data extracted or observed from the Software to train machine learning models, develop generative systems, or improve competing applications.

‍5.4. Intellectual Property Integrity
‍
Licensee shall not:
●      Remove, obscure, alter, or deface any proprietary notices, branding, trademarks, copyright statements, watermarks, or logos embedded within the Software or its documentation;
●      Use the Software or any part thereof in a way that infringes upon the intellectual property rights, moral rights, or privacy rights of any third party.

‍5.5. Brand & User Experience Replication
‍
Licensee shall not:
●      Replicate or imitate Rabbit Hole’s unique UI/UX, screen transitions, button placements, swipe mechanics, or graphical themes in any other application, prototype, or demonstration;
●      Develop or distribute a white-label, clone, or lookalike product that mimics the user experience or identity of Rabbit Hole.

‍5.6. Misuse of Data and Analytics
‍
Licensee shall not:
●      Extract, copy, or make commercial use of behavioral analytics, user engagement metrics, or metadata generated from Rabbit Hole's Software without Licensor's written approval;
●      Use insights derived from the platform to develop, target, or improve third-party offerings, including competing apps or content personalization engines. 

6. SUBLICENSING AND WHITE-LABELING

6.1 General Prohibition.
‍
The Licensee shall have no right to sublicense, white-label, franchise, co-brand, or otherwise commercially exploit the Software or any of its components, interfaces, or algorithms under any third-party name, brand, or identity, unless expressly authorized through a separate written amendment executed by both Parties.

‍6.2 Definition of White-Labeling.
‍
For the purposes of this Agreement, “white-labeling” means any act of rebranding, repackaging, or concealing the original identity of the Software, including but not limited to replacing Rabbit Hole’s logos, color schemes, UI elements, or copyright notices with those of the Licensee or a third party.

‍6.3 Affiliate Use & Internal Deployment.
‍
Use of the Software by the Licensee’s corporate affiliates, subsidiaries, or agents shall also be deemed a prohibited sublicense or white-label deployment unless:
 a. such use is specifically identified and permitted in an executed Schedule; and
 b. the affiliated party agrees in writing to the same use restrictions and confidentiality terms herein.

‍6.4 No Derivative or Re-skinned Deployments.
‍
Licensee shall not create “re-skinned” or “themed” versions of the Software for deployment in alternate commercial settings, or as part of a new service offering, without Licensor’s prior written approval.

‍7. TERM AND TERMINATION

7.1 Term
This Agreement shall commence on the Effective Date and shall remain in full force and effect unless earlier terminated in accordance with this Section.

‍7.2 Termination for Convenience
Either Party may terminate this Agreement without cause by providing thirty (30) days’ prior written notice to the other Party.

‍7.3 Termination for Cause
‍
Either Party may terminate this Agreement immediately upon written notice if:
●      The other Party materially breaches any provision of this Agreement and fails to cure such breach within fifteen(15) days after receiving written notice specifying the breach;
●      Licensee is found to be misusing or compromising the Software, including but not limited to:
   ○      Unauthorized access to the proprietary USPTO-integrated Search Algorithm,
   ○      Bypassing usage limitations or attempting to reverse engineer the user interface (UI/UX),
   ○      Violating IP rights associated with Rabbit Hole’s proprietary content, branding elements, or licensing structure; or
●      Licensee becomes insolvent, enters into bankruptcy, or is otherwise unable to meet its obligations under this Agreement.

7.4 Effect of Termination
‍
Upon termination for any reason:
●      All rights granted to Licensee under this Agreement shall immediately terminate;
●      Licensee shall immediately cease all use of the Software, including any derivative data, modules, or outputs generated from its use;
●      Licensee shall return or irreversibly destroy all copies of the Software, documentation, and any confidential information of Licensor in its possession or control;
●      Any provision that, by its nature, should survive termination — including but not limited to Sections relating to Intellectual Property, Confidentiality, Limitations of Liability, and Dispute Resolution — shall survive.

‍7.5 No Refunds
‍
Except as expressly stated in this Agreement, Licensee shall not be entitled to any refund of fees paid prior to termination.

‍7.6 Export and Audit
‍
Upon Licensor’s request, Licensee shall certify in writing compliance with the obligations in Section 7.4, and Licensor may request a final audit to confirm destruction and non-retention of any proprietary material.

‍8. CONFIDENTIALITY

8.1 Confidential Information Defined:
‍
For the purposes of this Agreement, “Confidential Information” means all non-public information, in any form, disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”),whether orally, electronically, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

This includes but is not limited to:
●      the structure, logic, and functionality of the Rabbit Hole Advanced Search Algorithm;
●      UI/UX designs, user pathways, or interface components;
●      pricing, business models, or monetization strategies targeting Gen Z users;
●      source code, APIs, object code, documentation, and data sets;
●      product roadmaps, performance metrics, technical specifications, or integration architecture;
●      marketing plans, partner strategies, and financial forecasts.

‍8.2 Obligations of Confidentiality:
‍
The Receiving Party shall:
●      maintain the confidentiality of all Confidential Information using at least the same degree of care it uses to protect its own similar information, but no less than reasonable care;
●      not use any Confidential Information except as strictly necessary to perform its obligations or exercise its rights under this Agreement;
●      not disclose such Confidential Information to any third party without the Disclosing Party’s prior written consent, except to employees, contractors, or advisors who are subject to confidentiality obligations at least as restrictive as those contained herein.

‍8.3 Exceptions:
‍
Confidential Information shall not include information that:
●      was publicly known or made generally available prior to disclosure;
●      becomes publicly known through no wrongful act of the Receiving Party;
●      is disclosed to the Receiving Party by a third party legally entitled to do so;
●      was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

‍8.4 Compelled Disclosure:
‍
If the Receiving Party is compelled bylaw, regulation, or court order to disclose any Confidential Information, it shall provide prompt notice (to the extent legally permitted) to the Disclosing Party and cooperate in seeking protective treatment.

‍8.5 Injunctive Relief:
‍
The Parties acknowledge that any breach of this Section may result in irreparable harm for which monetary damages maybe inadequate. The Disclosing Party shall be entitled to seek injunctive or equitable relief without the necessity of posting bond or proving actual damages.

‍8.6 Survival:
‍
The obligations under this Section shall survive the termination or expiration of this Agreement for a period of five (5) years, or with respect to trade secrets (including the Rabbit Hole Advanced Search Algorithm and underlying source code), for so long as such information remains a trade secret under applicable law.

‍9. INDEMNIFICATION

9.1 Licensee’s Indemnification Obligations
‍
Licensee agrees to indemnify, defend, and hold harmless Licensor, its affiliates, officers, directors, employees, contractors, and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, claims, actions, demands, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or related to:
●      Licensee’s use, misuse, or unauthorized access to the Software, including any infringement or unauthorized use of the proprietary Advanced Search Algorithm or custom UI/UX elements;
●      Any breach of this Agreement by Licensee, including misrepresentations, unauthorized sublicensing, or failure to comply with applicable use restrictions;
●      Any violation of laws, regulations, or third-party rights (including intellectual property, privacy, or data protection laws) arising from Licensee’s use of the Software; and
●      Any data, content, or material submitted, uploaded, transmitted, or otherwise processed by Licensee or its users through the Software.

‍9.2 Indemnification Procedure
‍
Licensor shall promptly notify Licensee inwriting upon becoming aware of any claim subject to indemnification under this Section. Licensee shall assume sole control over the defense and settlement of the claim, provided that:
●      Licensee shall not settle any claim without the prior written consent of Licensor if the settlement involves any admission of liability or imposes any non-monetary obligation on the Licensor.
●      Licensor may, at its own cost, participate in the defense with counsel of its choice.

‍9.3 Exclusions
‍
Licensee shall have no obligation to indemnify any Indemnified Party for claims or liabilities arising solely from:
●      Licensor’s gross negligence;
●      Willful misconduct; or
●      Material breach of this Agreement by the Licensor.

10. LIMITATION OF LIABILITY

10.1 Scope of Limitation
‍
To the fullest extent permitted under applicable law, Licensor (including its affiliates, officers, directors, employees, agents, developers, and authorized representatives) shall not be liable to Licensee or any third party for any:
●      indirect, incidental, special, exemplary, or consequential damages;
●      loss of actual or anticipated revenue, profits, business opportunities, or goodwill;
●      loss, corruption, or inaccuracy of data, including user-generated content or engagement metrics within the platform;
●      interruption of business or downtime costs; or
●      inability to access or use core Software functionality, including the proprietary Advanced Search Algorithm, AI-driven curation system, location-based matching, or interactive UI/UX flows.

‍10.2 Application to Platform and Licensing Model
‍
This limitation applies regardless of:
●      whether such damages arise from use, misuse, reliance on, or inability to use the Rabbit Hole Software;
●      the nature of the claim (contract, tort, negligence, strict liability, or otherwise);
●      whether Licensor was advised of, or should have been aware of, the possibility of such damages;
●      the specific monetization or licensing framework adopted (e.g., subscription-based, freemium, white-label, or exclusive content drops targeting Gen Z markets).

‍10.3 Cap on Direct Damages
‍
To the extent that liability is not lawfully excluded, Licensor’s total aggregate liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by Licensee to Licensor in the six (6) months preceding the event giving rise to the claim.

‍10.4 Exceptions
‍
The foregoing limitations shall not apply to:
●      Licensor’s willful misconduct or gross negligence;
●      liability that cannot be excluded or limited by applicable law;
●      breach of Section 7 (Intellectual Property) by Licensee, where damages are sought by Licensor; or
●      Licensee’s indemnification obligations under Section 9.

‍11. WARRANTIES AND DISCLAIMERS

11.1 Licensor’s Representations
‍
Licensor represents and warrants that:
●      it is the sole owner or authorized licensor of all intellectual property rights necessary to grant the License herein;
●      the Software, as delivered, does not knowingly infringe any third-party intellectual property rights;
●      the Software will materially perform in accordance with the functional specifications and user documentation provided at the time of Licensee’s execution of this Agreement, including performance of the core Advanced Search Algorithm, location-based matching features, and Gen Z-oriented UI/UX modules under normal use.

‍11.2 No Other Warranties
‍
Except as expressly provided above, the Software is provided "AS IS" and “AS AVAILABLE”, and Licensor expressly disclaims all other warranties, representations, or conditions, whether express, implied, statutory, or otherwise, including but not limited to:
●      any warranties of merchantability, fitness for a particular purpose, accuracy, system integration, reliability, or availability;
●      any warranties arising from course of dealing, usage, or trade practice;
●      any warranty that the Software will be uninterrupted, error-free, or free from vulnerabilities or harmful components; and
●      any warranty related to outcomes derived from use of AI-driven content, behavior predictions, or algorithmic matches.

‍11.3 Beta Features and Evolving Modules
‍
Licensee acknowledges that certain Software components may be released as beta, experimental, or MVP modules and may not be fully tested or supported. Licensor disclaims all warranties related to such beta features, including the accuracy or stability of early-stage tools, Gen Z preference mapping engines, or non-core user pathways.

‍11.4 Third-Party Services
‍
The Software may interoperate with or rely upon third-party services, data sources, platforms, or APIs. Licensor makes no representations or warranties regarding the availability, performance, or security of such third-party elements, nor their compatibility with future versions of the Software.

‍12. INTELLECTUAL PROPERTY ENFORCEMENT

12.1 Ownership and Scope of Protected IP
‍
Licensee acknowledges that all intellectual property rights in and to the Software and its components are exclusively owne dby Licensor. These include, without limitation:
●      The proprietary Advanced Search Algorithm powering content discovery;
●      The user interface and experience (UI/UX), including but not limited to animations, transitions, layout logic, and Gen Z–centric design systems;
●      All source code, object code, and machine-learning logic embedded in the platform;
●      The Rabbit Hole brand name, logos, taglines, color schemes, and visual identity;
●      Any gamification logic, behavioral analytics engines, or design innovations uniquely created for the Rabbit Hole experience.

‍12.2 Enforcement Rights and Remedies
‍
Licensor shall have the unrestricted right to enforce its intellectual property rights through all available legal means. This includes the right to:
●      Seek injunctive relief (temporary, preliminary, or permanent) to prevent actual or threatened infringement;
●      Pursue monetary damages, including compensatory, statutory, and punitive damages where applicable;
●      Recover attorneys’ fees, expert costs, and other legal expenses incurred in the enforcement process;
●      Require destruction or surrender of infringing copies, codebases, or derivative works developed in violation of this Agreement.

‍12.3 Global Enforcement &Reporting
‍
Given the global nature of Rabbit Hole’s userbase, Licensor may enforce its rights in any jurisdiction where infringement occurs or is reasonably anticipated.
Licensee agrees to:
●      Promptly notify Licensor in writing of any known or suspected unauthorized use or reproduction of the Software or any part thereof;
●      Cooperate with Licensor in the investigation and prosecution of infringement claims, including providing witness statements, technical access, and other reasonable support.

‍12.4 No License to Derivative Works
‍
This Agreement does not grant the Licensee any right to modify, create derivative works, reverse engineer, or otherwise attempt to reproduce any portion of the protected IP without express written consent from Licensor.

‍13. TRADEMARKS AND BRANDING

13.1 Ownership and Scope of Marks
‍
The name “Rabbit Hole,” along with all associated trademarks, logos, taglines, visual branding elements (including but not limited to color schemes, icons, app interface visuals, Gen Z-targeted motifs, and stylized marks), are and shall remain the sole intellectual property of Licensor. This includes any and all brand extensions or derivative marks used in promotional, social media, or interactive digital contexts.

‍13.2 Restrictions on Use
‍
Licensee shall not use, reproduce, display, register, or incorporate the “Rabbit Hole” trademarks or any confusingly similar variations in connection with any product, service, domain, advertisement, or platform—whether for commercial or non-commercial use—without the Licensor’s prior written approval, which may be granted or withheld at its sole discretion.

‍13.3 Permitted Uses
‍
Licensee may only use approved branding assets (such as logos or marketing templates) provided by Licensor for the sole purpose of marketing the licensed Software in accordance with brand guidelines issued by Licensor, if any. Any such usage must:
●      Be accompanied by appropriate trademark notices as specified by Licensor
●      Not modify or distort the brand assets in any way
●      Not imply endorsement or partnership beyond the scope of this Agreement

‍13.4 Brand Integrity and Monitoring
‍
Licensee acknowledges that the “Rabbit Hole” brand is central to the platform’s market identity, particularly among Gen Z users, and agrees to cooperate with Licensor in maintaining consistent brand integrity. Licensor retains the right to:
●      Audit Licensee’s usage of brand assets at any time
●      Require the removal or correction of any unauthorized or non-compliant branding

‍13.5 No Rights Granted
‍
Except as expressly provided herein, no rights, licenses, or interests in any trademarks or branding elements are granted to Licensee, whether by implication, estoppel, or otherwise. 

14. EXPORT COMPLIANCE

14.1 Compliance with Laws
‍
Licensee agrees to comply fully withall applicable U.S. and international export laws and regulations, includingbut not limited to:
●      The Export Administration Regulations (EAR) administered by the U.S.Department of Commerce
●      Sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC)
‍●      Any relevant anti-boycott laws, technology transfer rules, and dual-use software restrictions

14.2 Prohibited Uses and End Users
‍
Licensee shall not export, re-export, transfer, or use the Software (including any updates, derivatives, source code elements, algorithmic logic, UI/UX configurations, or documentation):
●      To or in a country subject to a U.S. government embargo (including but not limited to Iran, North Korea, Cuba, Syria, and Russia)●      To any person or entity listed on the U.S. Treasury Department’s list of Specially Designated Nationals (SDN) or the U.S. Commerce Department’s Denied Persons List or Entity List
‍●      For any purpose prohibited by U.S. law, including, without limitation, nuclear, missile, or chemical/biological weapons development or proliferation

‍14.3 Licensee Due Diligence Obligations
‍
Licensee shall be solely responsible for:
●      Determining applicable export classification of the Software
●      Obtaining all necessary export or re-export licenses, permits, or authorizations
●      Performing OFAC and EAR screening on all applicable business partners, users, and locations

‍14.4 Notice of Export Restrictions
‍
Licensee agrees not to remove or obscure any export control notices or legends placed by Licensor in the Software or related materials.

‍14.5 Material Breach
‍
Any violation of this Export Compliance clause shall constitute a material breach of this Agreement, subject to immediate termination by Licensor without notice and without refund.

‍15. GOVERNING LAW AND JURISDICTION

‍This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles. Any claim, controversy, or dispute arising out of or relating to this Agreement —including but not limited to the licensing, use, or enforcement of intellectual property related to the Rabbit Hole platform (including its UI/UX, Advanced Search Algorithm, content structuring features, and user behavior tracking tools) — shall be:
●      Resolved exclusively in the state or federal courts located in Surprise, AZ
●      Subject to the jurisdiction of such courts, and each Party irrevocably consents to the personal jurisdiction and venue of those courts for such purposes.

‍15.1 Waiver ofObjections

TheParties hereby waive any objection to venue and personal jurisdiction in suchcourts, including any claim that such forum is inconvenient. 

‍15.2 Equitable Relief

Notwithstanding the foregoing, either Party may seek equitable or injunctive relief in any court of competent jurisdiction to prevent the actual or threatened misuse, misappropriation, or unauthorized disclosure of its confidential information or intellectual property.

‍16. DISPUTE RESOLUTION

16.1 Good-Faith Mediation.
‍
In the event of any controversy, claim, or dispute arising out of or relating to this Agreement, including butnot limited to issues involving the use, functionality, licensing, or intellectual property of the Rabbit Hole platform (the “Dispute”), the parties agree to first attempt to resolve the matter through good-faith mediation.
●      Mediation shall be initiated within 30 days of written notice of the Dispute from one party to the other.
●      Mediation shall be conducted remotely via videoconference, unless otherwise mutually agreed in writing.
●      Each party shall bear its own costs, and the parties shall split the mediator’s fee equally.

‍16.2 Binding Arbitration.
‍
If the Dispute is not resolved through mediation within 45 days of the initial notice, it shall be finally settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).
●      The arbitration shall take place in Surprise, AZ, unless the parties agree otherwise.
●      The arbitration shall be conducted in English by a single arbitrator with experience in software licensing and technology-related disputes.
●      The arbitrator shall not award punitive damages unless expressly authorized by applicable law.

‍16.3 Carve-Out for Injunctive Relief.
‍
Notwithstanding the foregoing, either party may seek temporary or permanent injunctive relief or equitable remedies (including, without limitation, to prevent misappropriation of confidential information or infringement of intellectual property) in a court of competent jurisdiction, without first submitting the matter to mediation or arbitration.

‍16.4 Confidentiality of Proceedings.
‍
All proceedings, filings, and decisions in mediation or arbitration shall remain confidential and shall not be disclosed to any third party without prior written consent, unless required by law.

‍17. ENTIRE AGREEMENT

‍This Agreement, including all exhibits, schedules, and attachments hereto, constitutes the complete and exclusive understanding and agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous agreements, negotiations, communications, proposals, representations, warranties, and understandings, whether oral or written, express or implied, between the Parties relating to such subject matter.
No representations, promises, or inducements have been made by either Party other than those expressly set forth in this Agreement. Each Party acknowledges that it has not relied on any representation or warranty not contained herein in entering into this Agreement. 

18. AMENDMENT

‍No amendment, modification, supplement, waiver, or other change to this Agreement shall be effective unless it is made in a written instrument expressly stating that it is an amendment to this Agreement, and that written instrument is duly signed by authorized representatives of both Parties.
Email correspondence, oral communications, or unsigned documents shall not constitute valid modifications or amendments.
Any proposed amendment shall specify the clause(s) to be modified and the exact revised language.

‍19. SEVERABILITY

‍If any term, clause, or provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and shall be construed as if such invalid, illegal, or unenforceable provision had never been included, provided that such severance does not materially affect the rights and obligations of the Parties under this Agreement.
In such event, the Parties agree to negotiate in good faith a valid, legal, and enforceable provision that most closely reflects the original intent of the Parties and preserves the balance of rights and obligations.

‍20. EXECUTION

‍This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
The Parties agree that signatures transmitted electronically (including via PDF, facsimile, DocuSign, or any other secure digital signature platform) shall be deemed to have the same legal effect as original ink signatures for all purposes, including the validity, enforceability, and admissibility of this Agreement.
Each Party represents and warrants that the individual executing this Agreement on its behalf has full power and authority to do so.

‍IN WITNESS WHEREOF, the Parties hereto have caused this Software Licensing Agreement to be duly executed by their authorized representatives as of the Effective Date set for that the beginning of this Agreement.

‍LICENSOR:

‍Jordan Mychal-Kennedy Smith
Founder& Owner, Rabbit Hole App
Surprise, Arizona, USA

Signature:_____________________________
Name: Jordan Mychal-Kennedy Smith
Date: _________________________________

‍LICENSEE:

‍[Insert Licensee’s Full Legal Name]
[Insert Company Name (if applicable)]
[Insert Licensee's Address]

Signature:_____________________________
Name: [Insert Full Name of Authorized Signatory]
Title: [Insert Title, if signing onbehalf of a company]
Date: _________________________________