END USER LICENSE AGREEMENT FOR CULEDGER MEMBERPASS™ MOBILE APPLICATION

This End User License Agreement (“EULA”) is a legal agreement between you (“You” or “User”) and CULedger, LLC (“CULedger”) (together with User, the “Parties”, and each, a “Party”) governing your use of the CULedger MemberPass™ mobile application (“MemberPass”).

BY CLICKING “ACCEPT” OR DOWNLOADING, ACCESSING AND/OR USING MEMBERPASS, YOU AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THIS EULA, DO NOT DOWNLOAD, ACCESS AND/OR USE MEMBERPASS. IF THE PERSON ACCEPTING THIS EULA IS DOING SO ON BEHALF OF A USER THAT IS A CORPORATION OR OTHER ENTITY, THE PERSON ACCEPTING THIS EULA CONFIRMS THAT THEY ARE AUTHORIZED TO ENTER INTO THIS EULA ON THE ENTITY’S BEHALF AND TO BIND THE ENTITY TO THE TERMS AND CONDITIONS OF THIS EULA. CULEDGER RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO MODIFY OR REPLACE THIS EULA AT ANY TIME. YOU SHALL BE RESPONSIBLE FOR REVIEWING ANY SUCH MODIFICATIONS TO THE EULA. USE OF MEMBERPASS BY YOU AFTER ANY MODIFICATION OR REPLACEMENT OF THIS EULA CONSTITUTES YOUR ACCEPTANCE OF SUCH MODIFICATION OR REPLACEMENT.

1. LICENSE AND USE RESTRICTIONS; USER REQUIREMENTS. Subject to the terms and conditions of this EULA, CULedger hereby grants to User a limited, nonexclusive, nontransferable, non-assignable, non-sublicensable, revocable, royalty free license (the “License”) to use MemberPass for personal, non-commercial purposes on a mobile phone, tablet or other device that is owned or controlled by User (a “Device”). User may use the iOS version of MemberPass only on a Device that uses the iOS operating system and may use the Android version of MemberPass only on a Device that uses the Android operating system. User shall comply with all applicable restrictions, requirements and rules of the application store from which User downloaded MemberPass, including without limitation, the Apple App Store Terms of Service and the Google Play Terms of Service, if applicable.

User and CU Ledger acknowledge that this EULA is entered into between User and CULedger only, and not with Apple Inc. (“Apple”), Google LLC (“Google”) or any other application marketplace from which MemberPass was obtained (a “Marketplace Provider”). CULedger, and not the Marketplace Provider, shall be solely responsible for MemberPass and its content.

For clarity, the License does not include any right to: make and/or distribute copies of MemberPass; use MemberPass for the benefit of any third party; or monetize the use of, or otherwise commercially exploit, MemberPass. Without limiting the generality of the foregoing, any and all access to MemberPass by automated inquiry devices, robots or repetitive data gathering and extraction tools, routines, scripts or other mechanisms with similar functionality is expressly prohibited.

User agrees that User will not use MemberPass to: (i) violate any law or regulation; (ii) associate, input or upload to or through any MemberPass any virus, Trojan horse, worm, time bomb or other computer programming routine that may damage, interfere with, intercept or expropriate MemberPass and/or any other CULedger software, system, technology or other intellectual property; and/or (iii) infringe any intellectual property right or any other right of any third party. User represents and warrants that: (i) User is not located in a country that is subject to a U.S. Government embargo, or that that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) User is not listed on any U.S. Government list of prohibited or restricted parties.

User agrees that its use of MemberPass is subject to the then-current versions of the CULedger Terms and Conditions of Use and Privacy Policy, each of which is accessible on the CULedger website.

Sophistication and Risk of Cryptographic Systems

By utilizing MemberPass, User represents and warrants that User understands the inherent risks associated with cryptographic systems and that User has an understanding of the usage and intricacies of key cryptography, native cryptographic tokens, and blockchain-based software systems.

Risk of Weaknesses or Exploits in the Field of Cryptography

USER ACKNOWLEDGES AND AGREES THAT CRYPTOGRAPHY IS A PROGRESSING FIELD. ADVANCES IN CODE CRACKING OR TECHNICAL ADVANCES SUCH AS THE DEVELOPMENT OF QUANTUM COMPUTERS MAY PRESENT RISKS TO CRYPTOGRAPHIC SYSTEMS AND MEMBERPASS, WHICH COULD RESULT IN THE THEFT OR LOSS OF YOUR CRYPTOGRAPHIC TOKENS OR PROPERTY. TO THE EXTENT POSSIBLE, CULEDGER INTENDS TO UPDATE MEMBERPASS TO ACCOUNT FOR ANY ADVANCES IN CRYPTOGRAPHY AND TO INCORPORATE ADDITIONAL SECURITY MEASURES BUT DOES NOT GUARANTEE OR OTHERWISE REPRESENT AND/OR WARRANT SECURITY OF MEMBERPASS. BY USING MEMBERPASS, USER ACKNOWLEDGES THESE INHERENT RISKS.

USER ACKNOWLEDGES AND AGREES THAT DATA THAT MAY BE INVOLVED IN CONNECTION WITH ANY SERVICE ACCESSIBLE THROUGH USE OF MEMBERPASS IS STORED ON USER’S DEVICE.

USER FURTHER ACKNOWLEDGES AND AGREES THAT USER IS SOLELY RESPONSIBLE FOR SECURELY MAINTAINING:

USER’S TOKENS (INCLUDING CRYPTOGRAPHIC TOKENS);

USERNAME, PASSWORD AND OTHER IDENTITY-RELATED CREDENTIALS;

THE SECURITY OF USER’S DEVICE; AND

SEPARATE BACKUP COPIES OF ANY DATA STORED ON ITS DEVICE INCLUDING WITHOUT LIMITATION ENCRYPTED DATA THAT MAY BE INVOLVED IN CONNECTION WITH ANY SERVICE ACCESSIBLE THROUGH USE OF MEMBERPASS.

2. TERM AND TERMINATION. This EULA shall be effective upon User’s acceptance of the EULA by downloading, accessing, or using MemberPass, and/or clicking “Accept” and shall remain in full force and effect until terminated as provided in this EULA (the “Term”). User may terminate this EULA for convenience at any time by deleting MemberPass from all Devices. CULedger may terminate this EULA for convenience at any time with or without notice to User. Notwithstanding the foregoing, this EULA shall terminate without any further action needing to be taken by CULedger upon a material breach of this EULA by User. Upon any termination of this EULA, all licenses granted under this EULA shall immediately terminate and User shall immediately cease and desist from all access to and use of MemberPass and shall immediately purge from all of User’s Devices all copies of MemberPass. The terms set forth in the following paragraphs of this EULA shall survive the termination of this EULA: “INTELLECTUAL PROPERTY”; “DISCLAIMER OF WARRANTIES”; “LIMITATION OF LIABILITY”; “CHOICE OF LAW; VENUE”; “NO CLASS ACTIONS; JURY TRIAL WAIVER”, “INDEMNITY AND RELEASE”; “APPLE RELATED TERMS”; and “GENERAL.”

3. SUSPENSION AND TERMINATION OF RIGHTS. CULedger may in its sole discretion suspend or terminate User’s rights in and to or accessible through MemberPass, including, without limitation, if a newer version of MemberPass is available; to improve MemberPass or any of its functionality; to add or remove access to any service accessible through MemberPass; to improve ease of use; to correct an error or bug; to prevent or discontinue harmful, improper or unauthorized access to MemberPass or a service therein; to comply with a request from the Marketplace Provider or a governmental authority; and/or to comply with a law, regulation, statute and/or judicial order.

4. INTELLECTUAL PROPERTY

A. User acknowledges and agrees that MemberPass contains proprietary and confidential information, including without limitation the software and other code contained in MemberPass, that is protected by applicable copyright, trademark, trade secret and other intellectual property laws. The trademarks, service marks and logos used and displayed on MemberPass are registered and unregistered trademarks of CULedger and others. Nothing in this EULA should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark displayed in MemberPass without the written permission of the trademark owner. CULedger and its licensors reserve the right to enforce its and their intellectual property rights to the fullest extent of the law. All images on MemberPass are legally protected and are not to be used, reproduced, modified or distributed without written consent of CULedger or its licensors.

B. User and CULedger acknowledge that, in the event of any third-party claim that User’s possession and use of MemberPass infringes that third party’s intellectual property rights, CULedger, and not the Marketplace Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

C. MemberPass and all improvements, additions, derivatives and other modifications thereto and any information pertaining to the foregoing are and shall remain the exclusive property of CULedger and/or its licensors and shall be considered and treated by User as the proprietary information of CULedger (the “CULedger Proprietary Information”). User acknowledges and agrees that CULedger and/or its licensors are the owners of the CULedger Proprietary Information and User agrees that User has no right, title or interest in any of the CULedger Proprietary Information, except the right to use MemberPass in accordance with and subject to this EULA. User agrees not to, directly or indirectly, disclose, sell or otherwise transfer or exploit the CULedger Proprietary Information, or any portion of it, to any other person or entity or to allow any other person or entity to use the CULedger Proprietary Information, or any portion of it, without the prior written consent of CULedger, which CULedger may withhold in its sole discretion. User further agrees not to challenge or assist with or participate in any challenge, directly or indirectly, of CULedger’s and/or its licensors’ ownership of the CULedger Proprietary Information or any right, title or interest therein or any portion thereof.

D. User acknowledges and agrees that CULedger is the owner of or has rights to the trade names, trademarks and service marks “CULedger”, “MemberPass” and such other names, marks, and logos and other intellectual property CULedger used, uses or may in the future use in or related to its business, products or services, including, without limitation, all improvements, additions, derivatives and other modifications thereof (the “CULedger Marks”). User agrees that User has no right, title or interest in any of the CULedger Marks. User further agrees not to challenge or assist with or participate in any challenge, directly or indirectly, of CULedger’s ownership of or right to the CULedger Marks and the Proprietary Information or any right, title or interest therein or any portion thereof.

E. User agrees to not remove, obscure or alter any copyright, trademark or other proprietary rights notice affixed to, contained within or accessed in conjunction with or through MemberPass. User further agrees not to modify, adapt, translate, prepare derivative works from, transmit, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any portion of MemberPass.

F. User agrees that CULedger and/or its Representatives (defined under “INDEMNITY AND RELEASE” below) may (a) collect and use technical data and related information including, without limitation, technical information about your Device (including, without limitation, system and application software, and peripherals) that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to MemberPass, and (b) use this information, as long as it is in a form that does not personally identify You, to evaluate or improve MemberPass, its products and/or to provide services or technologies[LS1] .

5. SUPPORT AND MAINTENANCE. CULedger is not, and User acknowledges that the Marketplace Provider is not, obligated under this EULA or otherwise to provide any support or maintenance services to User related to MemberPass. Any complaints related to MemberPass can be addressed to CULedger per the contact information provided below.

6. EXPORT CONTROL LAWS. User agrees to comply with all United States and all other applicable laws, rules, and regulations relating to the export, re-export, or transshipment of MemberPass.

7. DISCLAIMER OF WARRANTIES.

A. USER HEREBY ACKNOWLEDGES AND AGREES THAT THE USE OF MEMBERPASS IS ENTIRELY AT USER’S OWN RISK. MEMBERPASS IS PROVIDED FREE OF CHARGE ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, ACCESSIBILITY AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS (“ALL WARRANTIES”), ARE EXPRESSLY DISCLAIMED BY CULEDGER TO THE FULLEST EXTENT PERMITTED BY LAW. CULEDGER MAKES NO WARRANTY WITH RESPECT TO THE SECURITY, TIMELINESS, CONTENT OR PERFORMANCE OF MEMBERPASS. CULEDGER FURTHER DISCLAIMS ALL WARRANTIES AND ANY RESPONSIBILITY AND/OR OTHER OBLIGATION FOR STORING, MAINTAINING AND/OR OTHERWISE MANAGING ANY USER TOKENS, USERNAME AND/OR PASSWORD CREDENTIALS; THE SECURITY OF USER’S DEVICE; AND ANY DATA STORED ON USER’S DEVICE INCLUDING WITHOUT LIMITATION ENCRYPTED DATA THAT MAY BE INVOLVED IN CONNECTION WITH ANY SERVICE ACCESSIBLE THROUGH USE OF MEMBERPASS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO EVERY USER. THIS EULA GIVES USER SPECIFIC LEGAL RIGHTS. USER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. USER AGREES AND ACKNOWLEDGES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THIS EULA ARE FAIR AND REASONABLE. IF USER IS AN INDIVIDUAL ACTING AS A CONSUMER, USER MAY HAVE CERTAIN STATUTORY RIGHTS WHICH MAY NOT BE WAIVED, AND SUCH STATUTORY RIGHTS ARE NOT AFFECTED BY THE FOREGOING.

B. CULedger, and not the Marketplace Provider, is solely responsible for any warranties of MemberPass, whether express or implied by law, to the extent not effectively disclaimed or excluded. In the event of any failure of the iOS version of MemberPass to conform to any applicable warranty, User may notify Apple, and Apple will refund to User the purchase price (if any) paid by User for the iOS version of MemberPass. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to MemberPass, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of CULedger to the extent not effectively disclaimed or excluded under this EULA.

8. LIMITATION OF LIABILITY. NEITHER CULEDGER NOR ANY OF ITS REPRESENTATIVES NOR ANY MARKETPLACE PROVIDER SHALL BE LIABLE TO USER AND/OR ANY THIRD PARTY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL, AND/OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF DATA OR DATA USE, LOST SAVINGS, OR COSTS OF PROCURING SUBSTITUTE GOODS ARISING OUT OF THIS EULA, DUE TO BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), USE OF MEMBERPASS OR OTHERWISE, EVEN IF CULEDGER, ANY OF ITS REPRESENTATIVES OR THE MARKETPLACE PROVIDER HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THE ABOVE LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CULEDGER OR IN THE EVENT OF PERSONAL INJURY OR DEATH OR IN RESPECT OF ANY OTHER LIABILITY THAT MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IF USER IS AN INDIVIDUAL ACTING AS A CONSUMER, USER MAY HAVE CERTAIN STATUTORY RIGHTS WHICH MAY NOT BE WAIVED, AND SUCH STATUTORY RIGHTS ARE NOT AFFECTED BY THE FOREGOING. IN NO EVENT SHALL CULEDGER AND/OR ANY OF ITS REPRESENTATIVES’ TOTAL CUMULATIVE LIABILITY TO USER FOR ANY AND ALL DAMAGES EXCEED THE AMOUNT OF US$50.00 (OR ITS EQUIVALENT).

9. CHOICE OF LAW; VENUE. This EULA and the relationship between User and CULedger will be governed by the laws of the State of Delaware, excluding its conflicts of law provisions. User irrevocably agrees to submit to the personal and exclusive jurisdiction of the courts located in Wilmington, Delaware to resolve any dispute or claim arising from this EULA. As to intellectual property rights, User specifically agrees that CULedger may file an action in any jurisdiction to protect or enforce its rights. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this EULA.

10. NO CLASS ACTIONS; JURY TRIAL WAIVER.

USER AND CULEDGER AGREE THAT ANY PROCEEDING TO RESOLVE OR LITIGATE IN ANY FORUM WITH RESPECT TO THIS EULA AND/OR MEMBERPASS WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER PARTY WILL SEEK TO HAVE ANY SUCH DISPUTE HEARD AS A CLASS ACTION, A CONSOLIDATED ACTION, AND/OR IN ANY PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.

You and CULedger expressly and knowingly WAIVE THE RIGHT TO TRIAL BY JURY.

User agrees that any claim and/or cause of action related to this EULA or to the use of MemberPass must be filed within one (1) year after the cause of action arose or be forever barred.

11. INDEMNITY AND RELEASE. When User downloads, accesses, and/or uses MemberPass, User shall indemnify, defend and hold harmless CULedger and its owners, members, subsidiaries, affiliates, managers, officers, employees, partners, successors, assigns, licensors, advisors, contractors and other representatives (“Representatives”) from any and all claims and expenses including, without limitation, attorney’s fees arising from User’s use of MemberPass. By using MemberPass, User is agreeing to release CULedger and its Representatives from any and all claims, fees, costs, damages and obligations of any kind whatsoever that User may have against any of them directly or indirectly arising out of or in any way related to such claims and/or obligations and/or to any disputes regarding MemberPass. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

12. APPLE RELATED TERMS. The following terms apply to users of the iOS version of MemberPass. In the event of any conflict between a provision in this Section and the rest of the EULA, this Section will control only for users of the iOS version of MemberPass.

A. User must comply with all applicable third-party terms of agreement when using MemberPass. For example, User’s use of MemberPass must not violate the terms of User’s wireless data services agreement for the applicable Device.

B. User acknowledges and agrees that Apple and Apple’s subsidiaries are third party beneficiaries of this EULA, and, on User’s acceptance of the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against User as a third-party beneficiary thereof. Except as provided above, no other third party shall have any right under any applicable law to enforce any term of this EULA. Notwithstanding the enforceability of this EULA by Apple or any other third party, CULedger reserves the right to vary, amend, or modify the terms of this EULA and to suspend, cancel, terminate or rescind this EULA, in each case without the consent of Apple or any other third party.

C. As between CULedger and Apple, but subject to the terms, conditions and limitations of this EULA, Apple will not be responsible to User for any claim relating to MemberPass and/or User’s possession and/or use of MemberPass. including, without limitation, product liability claims; any claim that MemberPass fails to conform to any applicable legal and/or regulatory requirement; and claims arising under consumer protection and/or similar legislation.

13. OPEN SOURCE LICENSES. User acknowledges that a certain component of MemberPass may be covered by so-called "open source" software licenses ("OSS Licenses"), which means any software licenses approved as an open source license by the Open Source Initiative or any substantially similar licenses, including without any limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format ("Open Source Component"). In respect of the Open Source Component, the following stipulations shall apply: (i) to the extent expressly required by the OSS license, the terms of relevant OSS license (including in particular the scope of license as well as disclaimers of warranties and liabilities) shall apply to the respective Open Source Components in lieu of this EULA, and (ii) to the extent the applicable terms of OSS License prohibit any of the restrictions in this EULA such restrictions will not apply to respective Open Source Component. Such OSS License relating to the Open Source Component is located at the installation directory of MemberPass or in such other place as indicated in MemberPass, when so required by the terms of OSS Licenses.

You may obtain a copy of the Apache 2.0 License at: http://www.apache.org/licenses/LICENSE-2.0.

You may not use MemberPass except in compliance with the Apache 2.0 License.

Unless required by applicable law or agreed to in writing, software distributed under the Apache 2.0 License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.

See the Apache 2.0 License for the specific provisions governing permissions and limitations under the Apache 2.0 License[LS2] .

14. GENERAL. User may not assign or transfer any of its rights or obligations under this EULA to a third party without the prior written consent of CULedger. CULedger may freely assign this EULA. Any waiver of any provision of this EULA will be effective only if in writing and signed by or on behalf of CULedger. This EULA constitutes the entire and only agreement between the Parties in relation to its subject matter and replaces and supersedes all prior or simultaneous agreements, undertakings, arrangements, understandings and/or statements of any nature made by the Parties or any of them, whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter. Each of the Parties acknowledge that they are not relying on any representations, warranties and/or any other statements given or made by any of them in relation to the subject matter of this EULA and that neither Party nor any of their Representatives shall have any right or remedy with respect to any such subject matter otherwise than under this EULA. No modification or amendment of this EULA shall be effective unless it is published by CULedger or is contained in a writing signed by a duly authorized representative of CULedger. If a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, the remainder of this EULA will continue in full force and effect.

15. RECEIVING AN SMS TEXT LINK to install MemberPass[LS3] . If You have agreed to install MemberPass through a 3rd party website or service, You may receive a short code SMS text message from CULedger, LLC containing a link to install MemberPass. If You have questions or require support regarding this single SMS message, contact support@CULedger.com. [LS4] Though CULedger only sends a single text message to users after a 3rd party has obtained their consent, You may reply STOP to not receive further SMS text messages from CULedger, LLC. You may reply HELP to the text message to receive a support email address to contact regarding the text message. Mobile carriers are not responsible for delayed or lost messages. Message and data rates may apply.

16. CONTACTING CULEDGER. If User has any questions, complaints and/or claims with respect to MemberPass, please contact CULedger at:

Attention[LS5] : _______________________

650 South Cherry Street, Suite 920

Denver, CO 80246