Thank you for your interest in OFRAK (Open Firmware Reverse Analysis Konsole).

The OFRAK Community License is intended for educational use, personal

development, or just having fun.

The OFRAK Pro License is intended for individual use of OFRAK at work. For more

information, see https://ofrak.com/license.

OFRAK COMMUNITY LICENSE AGREEMENT

Version 1.1

Effective: July 22, 2024

RED BALLOON SECURITY, INC., A DELAWARE CORPORATION, WITH AN ADDRESS AT 639 11TH

AVENUE, 4TH FLOOR, NEW YORK, NY 10036, USA ("RED BALLOON") LICENSES OFRAK AND

RELATED DOCUMENTATION PURSUANT TO THE OFRAK COMMUNITY LICENSE AGREEMENT

(COLLECTIVELY WITH THE REGISTRATION FORM, THIS "AGREEMENT"). READ THIS

AGREEMENT CAREFULLY BEFORE ACCESSING, INSTALLING, COPYING AND USING OFRAK UNDER

THE OFRAK COMMUNITY AGREEMENT. BY TYPING "I AGREE" ON THE REGISTRATION FORM, OR

OTHERWISE ACCESSING, INSTALLING, COPYING OR OTHERWISE USING OFRAK, YOU

("LICENSEE") AGREE THAT THE REGISTRATION FORM SHALL BE DEEMED TO BE MUTUALLY

EXECUTED AND THE REGISTRATION FORM SHALL BE INCORPORATED INTO AND BECOME A

MATERIAL PART OF THE OFRAK COMMUNITY LICENSE AGREEMENT BETWEEN LICENSEE AND RED

BALLOON LOCATED AT https://ofrak.com/docs/license.html. YOU REPRESENT THAT YOU

ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON BEHALF OF LICENSEE. IF LICENSEE DOES

NOT AGREE TO THE FOREGOING TERMS AND CONDITIONS, DO NOT TYPE "I AGREE", OR

OTHERWISE ACCESS, INSTALL, COPY OR USE OFRAK.

1. Definitions.

1.1 "OFRAK" consists of (a) the source code repository for OFRAK, which can

be found at https://github.com/red-balloon-security/ofrak; (b) the following

Python packages, which are also available via PyPI, the Python Package Index:

ofrak, ofrak_components, ofrak_io, ofrak_type, ofrak_patch_maker, ofrak_angr,

ofrak_binary_ninja, ofrak_ghidra; (c) the OFRAK graphical user interface (GUI);

and (d) OFRAK documentation. OFRAK includes all updates, improvements, APIs and

add-ons provided by Red Balloon with respect thereto that Red Balloon makes

available to Licensee under this OFRAK Pro Agreement. OFRAK is presently made

available in three formats: (i) source code repository, (ii) PyPI Packages and

(iii) Docker images with dependencies preinstalled.

1.2 "Academic Purposes" means use within a non-profit academic institution

by its then-current faculty and students for the purposes of non-profit

scholarly research, classroom and education, and not any other use (including

without limitation, directly or indirectly in connection with any commercial

activity such as, for example, sponsored research or consulting services).

Shared Use of OFRAK for an Academic Purpose is permitted only when (a) used for

educational purposes, (b) access is restricted and not provided to the general

public, (c) access is limited to employees and/or students of the same

institution involved in a specific educational activity, and (d) all users

accept and are subject to this Agreement.

1.3 "Non-Commercial Use" means personal research, evaluation, or

development use by an individual, and not use by or on behalf of any commercial

entity or organization or directly or indirectly in connection with any

commercial activity. For clarity, you cannot make money off of redistributing

OFRAK code (including Derivatives), OFRAK analysis, OFRAK-modified binaries, or

other OFRAK outputs. Non-Commercial Use also excludes any Shared Use.

1.4 "Commercial Use" means any use other than Academic Purposes or

Non-Commercial Use, including, without limitation, use for any commercial

purpose or by any commercial entity, including without limitation

redistributing the OFRAK code (including Derivatives), OFRAK analysis,

OFRAK-modified binaries, or other OFRAK outputs for any monetary or other

commercial consideration.

1.5 "Derivatives" means any modifications, additions, enhancements, or

derivative works of OFRAK or any component thereof. For purposes of this

Agreement, Derivatives shall not include works that remain separable from, or

merely link to, the interfaces of OFRAK or any Derivatives.

1.6 "Shared Use" means any use of OFRAK where the person who set up a

particular instance of OFRAK is not the same person interacting with that

instance of OFRAK, or where a single instance of OFRAK is used by more than one

person (whether on the same or different occasions). This includes, but is not

limited to, the use of OFRAK on a server that is accessible by more than one

person, or by any person other than the person who set up the use of OFRAK on

the said server.

2. License. Subject to the terms and conditions of this Agreement, Red

Balloon grants to you a nonexclusive, nonsublicensable, nontransferable,

no-charge, royalty-free, limited license to install, use, copy, modify, create

derivative works of OFRAK only for (a) Academic Purposes and (b) Non-Commercial

Use and to share Derivatives (i) publicly within the community (via publicly

available forks on GitHub.com), (ii) for Shared Use for an Academic Purpose,

and (iii) with Red Balloon, for the purposes stated in this Agreement. For

clarity, the foregoing license does not grant to you any right or license to

commercialize, distribute or use OFRAK, Derivatives, OFRAK code, OFRAK

analysis, OFRAK-modified binaries, or other OFRAK outputs for any other purpose

whatsoever, including Commercial Use, other than Academic Purposes or

Non-Commercial Use. In the event that you wish to use OFRAK for any other

purpose, including Commercial Use, you need to contact Red Balloon and enter

into a separate OFRAK Pro License, OFRAK Enterprise License or other custom

agreement. Except for the limited rights and licenses expressly granted

hereunder, no other license is granted, no other use is permitted.

3. Derivatives. To the extent that you prepare or create any Derivatives,

you shall and hereby grant to (a) all users of OFRAK a right and license to

such Derivatives upon the terms and conditions set forth in this Agreement and

(b) Red Balloon a perpetual, fully paid-up, royalty-free, worldwide and

irrevocable, right and license to use, copy, modify, enhance, prepare

derivative works of, distribute, with unlimited right to sublicense, make, have

made, sell, have sold, import, export and otherwise commercialize such

Derivatives. You acknowledge that Red Balloon may, but is not obligated to,

include your Derivatives in, and otherwise incorporate your Derivatives into,

the core OFRAK codebase. In the event that you create Derivatives, you must

(i) retain all copyright and other proprietary rights licenses included in the

original OFRAK code, and any other Derivatives, and (ii) make it clear that you

modified the original version of OFRAK. Red Balloon encourages you to make

your Derivatives available to the community by forking the OFRAK source code

repository on GitHub and publishing your Derivatives on your forked repository,

but you are not required to do so. You represent and warrant that you have

sufficient rights to any Derivatives and are legally entitled to grant the

above rights and licenses. If you are an individual and your

employer(s)/institution(s) have rights to intellectual property that you create

that includes your Derivatives, you represent that you have received permission

to make and contribute Derivatives on behalf of that employer/institution.

4. Ownership; Restrictions. Except as expressly and unambiguously set

forth herein, Red Balloon and its licensors and contributors retain all right,

title and interest in and to OFRAK, Derivatives prepared or created by Red

Balloon, all copies, modifications and derivative works thereof, including

without limitation, all rights to patent, copyright, trade secret and other

proprietary or intellectual property rights related to any of the foregoing.

To the extent that Licensee creates any Derivatives, subject to the rights and

licenses granted herein, Licensee retains ownership of all right, title and

interest in and to such Derivatives prepared or created by Licensee, including

without limitation, all intellectual property rights related to any of the

foregoing. Licensee will maintain the copyright notice and any other notices

or identifications that appear on or in OFRAK and any Derivatives or any other

media or documentation that is subject to this OFRAK Pro Agreement. Licensee

will not (and will not allow any third party to): (a) use OFRAK or any

Derivatives, except as expressly permitted in this OFRAK Pro Agreement, (b)

provide, lease, lend, disclose, use for timesharing or service bureau purposes,

or otherwise use or allow others to use for the benefit of any third party,

OFRAK, (c) possess or use OFRAK, or allow the transfer, transmission, export,

or re-export of OFRAK or portion thereof in violation of any export control

laws or regulations administered by the U.S. Commerce Department, U.S. Treasury

Department’s Office of Foreign Assets Control, or any other government agency,

(d) use OFRAK in any way that violates any applicable law, rule or regulation

or for any illegal use or activity, or (e) seek any patent or other

intellectual property rights or protections over or in connection with OFRAK or

any Derivatives that Licensee prepares or creates.

5. Feedback. In addition to Derivatives, you may, from time to time and

in your sole discretion, make suggestions for changes, modifications or

improvements to OFRAK ("Feedback"). Red Balloon shall have an irrevocable,

perpetual, worldwide, sublicenseable, transferable, full paid-up, royalty free

right and license to use, distribute and otherwise exploit all Feedback for any

purpose.

6. No Cost License. OFRAK and any Derivatives provided pursuant to this

Agreement shall be provided during the Term at no charge to you. 7.

Services. No training or support services are provided under this Agreement.

Red Balloon may in its discretion respond to support inquiries through Red

Balloon’s support channels, such as Slack.

8. Term and Termination. This Agreement shall commence upon the initial

download of OFRAK and shall continue until and unless terminated as set forth

herein (the "Term"). This Agreement may be terminated by Red Balloon

immediately upon notice to you in the event that you breach any term or

condition of this Agreement. Upon any termination, you shall immediately cease

all use of OFRAK. This sentence and the following provisions will survive

termination: 1, 3 - 5 and 9 - 12. Termination is not an exclusive remedy and

all other remedies will remain available.

9. Warranty Disclaimer. The parties acknowledge that OFRAK is provided

"AS IS" and may not be functional on any machine or in any environment.

NEITHER RED BALLOON NOR ANY CONTRIBUTOR OF ANY DERIVATIVES MAKE ANY WARRANTIES,

EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR

OTHERWISE, AND RED BALLOON AND ANY CONTRIBUTOR OF ANY DERIVATIVES EXPRESSLY

EXCLUDES AND DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, TITLE, ACCURACY, FREEDOM FROM ERRORS, FREEDOM FROM

PROGRAMMING DEFECTS, NONINTERFERENCE AND NONINFRINGEMENT, AND ALL IMPLIED

WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF

TRADE. THIS AGREEMENT IS NOT INTENDED FOR USE OF OFRAK IN HAZARDOUS

ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF OFRAK COULD

LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR

ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES"). USE OF OFRAK IN HIGH RISK

ACTIVITIES IS NOT AUTHORIZED PURSUANT TO THIS AGREEMENT. THE PARTIES AGREE

THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT RED

BALLOON WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.

10. Limitations. NEITHER RED BALLOON NOR ANY CONTRIBUTOR OF DERIVATIVES

SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS

AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT,

NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF

DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (B)

FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR

CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS

OF PROFITS TO LICENSEE OR ANY THIRD PARTIES; (C) FOR ANY MATTER BEYOND ITS

REASONABLE CONTROL OR (D) FOR USE YOU OR OTHERS MAY MAKE OF OFRAK, EVEN IF

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification. You agree that (a) Red Balloon and any contributors

shall have no liability whatsoever for your use of OFRAK or any Derivatives and

(b) you shall indemnify, and hold harmless, and (upon request) defend Red

Balloon and any other user or contributor from and against any and all claims,

damages, liabilities, losses, and costs (including reasonable attorneys’ fees)

suffered or incurred by such party which arise from or relate to your (i) use

of OFRAK or Derivatives, or (ii) breach of this Agreement.

12. Miscellaneous. Neither this Agreement nor the licenses granted

hereunder are assignable or transferable by you; any attempt to do so shall be

void. Red Balloon may assign this Agreement in whole or in part. Any notice,

report, approval or consent required or permitted hereunder shall be in

writing. The provisions hereof are for the benefit of the parties only and not

for any other person or entity. If any provision of this Agreement shall be

adjudged by any court of competent jurisdiction to be unenforceable or invalid,

that provision shall be limited or eliminated to the minimum extent necessary

so that this Agreement shall otherwise remain in full force and effect and

enforceable. This Agreement shall be deemed to have been made in, and shall be

construed pursuant to the laws of the State of New York, without regard to

conflicts of laws provisions thereof, and without regard to the United Nations

Convention on the International Sale of Goods or the Uniform Computer

Information Transactions Act. Any waivers or amendments shall be effective only

if made in writing. This Agreement is the complete and exclusive statement of

the mutual understanding of the parties and supersedes and cancels all previous

written and oral agreements and communications relating to the subject matter

of this Agreement.

OFRAK PRO LICENSE AGREEMENT

Version 1.0

Effective: July 22, 2024

RED BALLOON SECURITY, INC., A DELAWARE CORPORATION, WITH AN ADDRESS AT 639 11TH

AVENUE, 4TH FLOOR, NEW YORK, NY 10036, USA ("RED BALLOON") LICENSES OFRAK AND

RELATED DOCUMENTATION PURSUANT TO THE OFRAK PRO LICENSE AGREEMENT (COLLECTIVELY

WITH THE REGISTRATION FORM, THIS "AGREEMENT"). READ THIS AGREEMENT CAREFULLY

BEFORE ACCESSING, INSTALLING, COPYING AND USING OFRAK UNDER THE OFRAK PRO

AGREEMENT. BY TYPING "I AGREE" ON THE REGISTRATION FORM, OR OTHERWISE

ACCESSING, INSTALLING, COPYING OR OTHERWISE USING OFRAK, YOU ("LICENSEE") AGREE

THAT THE REGISTRATION FORM SHALL BE DEEMED TO BE MUTUALLY EXECUTED AND THE

REGISTRATION FORM SHALL BE INCORPORATED INTO AND BECOME A MATERIAL PART OF THE

OFRAK PRO LICENSE AGREEMENT BETWEEN LICENSEE AND RED BALLOON LOCATED AT

https://ofrak.com/docs/license.html. YOU REPRESENT THAT YOU ARE AUTHORIZED TO

ACCEPT THIS AGREEMENT ON BEHALF OF LICENSEE. IF LICENSEE DOES NOT AGREE TO THE

FOREGOING TERMS AND CONDITIONS, DO NOT TYPE "I AGREE", OR OTHERWISE ACCESS,

INSTALL, COPY OR USE OFRAK.

1. Definitions.

1.1 "OFRAK" consists of (a) the source code repository for OFRAK, which can

be found at https://github.com/red-balloon-security/ofrak; (b) the following

Python packages, which are also available via PyPI, the Python Package Index:

ofrak, ofrak_components, ofrak_io, ofrak_type, ofrak_patch_maker, ofrak_angr,

ofrak_binary_ninja, ofrak_ghidra; (c) the OFRAK graphical user interface (GUI);

and (d) OFRAK documentation. OFRAK includes all updates, improvements, APIs and

add-ons provided by Red Balloon with respect thereto that Red Balloon makes

available to Licensee under this OFRAK Pro Agreement. OFRAK is presently made

available in three formats: (i) source code repository, (ii) PyPI Packages and

(iii) Docker images with dependencies preinstalled.

1.2 "Academic Purposes" means use within a non-profit academic institution

by its then-current faculty and students for the purposes of non-profit

scholarly research, classroom and education, and not any other use (including

without limitation, directly or indirectly in connection with any commercial

activity such as, for example, sponsored research or consulting services).

1.3 "Authorized User(s)" means any user(s) named in the license file.

1.4 "Commercial Use" means any use other than Academic Purposes or Limited

Commercial Use, and any use other than by an Authorized User, including without

limitation redistributing the OFRAK code (including Derivatives), OFRAK

analysis, OFRAK-modified binaries, or other OFRAK outputs for use outside of a

consulting engagement of Licensee or volume redistribution of any

OFRAK-modified binaries.

1.5 "Derivatives" means any modifications, additions, enhancements, or

derivative works of OFRAK or any component thereof. For purposes of this OFRAK

Pro Agreement, Derivatives shall not include works that remain separable from,

or merely link to, the interfaces of OFRAK or any Derivatives.

1.6 "Limited Commercial Use" means internal business use by any Authorized

User of OFRAK during the term specified in the license file (the "Term"), which

includes use of OFRAK in exchange for monetary and other consideration (such as

security research purposes) and redistribution of (i) OFRAK analysis, (ii)

other OFRAK outputs, and (iii) OFRAK-modified binaries to an end-user for such

end user’s internal use, in each case in connection with consulting engagements

entered into between Licensee and such end user. For clarity, neither Licensee

nor the end user shall have the right to further redistribute OFRAK-modified

binaries outside of such end-user.

2. License. Subject to the terms and conditions of this OFRAK Pro

Agreement, Red Balloon grants to Licensee a nonexclusive, nonsublicensable,

nontransferable, royalty-free, limited license during the term specified in the

license file ("Term") to install, use, copy, modify and create Derivatives of

OFRAK only by Authorized Users (a) for Academic Purposes, (b) for Limited

Commercial Use and (c) to share Derivatives (i) publicly within the community

(via publicly available forks on GitHub.com), (ii) for an Academic Purpose, and

(iii) with Red Balloon, for the purposes stated in this OFRAK Pro Agreement.

For clarity, the foregoing license does not grant to Licensee any other right

or license to commercialize, distribute or use OFRAK for any other purpose

whatsoever, including Commercial Use. In the event that Licensee wishes to use

OFRAK for any other purpose, including Commercial Use, Licensee needs to

contact Red Balloon and enter into a separate OFRAK Enterprise License or other

custom agreement. Except for the limited rights and licenses expressly granted

hereunder, no other license is granted, no other use is permitted.

3. Derivatives. To the extent that Licensee prepares or creates any

Derivatives, Licensee shall and hereby grant to (a) all users of OFRAK a right

and license to such Derivatives upon the terms and conditions set forth in the

OFRAK Community License, located at https://ofrak.com/docs/license.html and (b)

Red Balloon a perpetual, fully paid-up, royalty-free, worldwide and

irrevocable, right and license to use, copy, modify, enhance, prepare

derivative works of, distribute, with unlimited right to sublicense, make, have

made, sell, have sold, import, export and otherwise commercialize such

Derivatives. Licensee acknowledges that Red Balloon may, but is not obligated

to, include Licensee’s Derivatives in, and otherwise incorporate Licensee’s

Derivatives into, the core OFRAK codebase. In the event that Licensee creates

Derivatives, Licensee must (i) retain all copyright and other proprietary

rights licenses included in the original OFRAK code, and any other Derivatives,

and (ii) make it clear that Licensee modified the original version of OFRAK.

Red Balloon encourages Licensee to make Licensee’s Derivatives available to the

community by forking the OFRAK source code repository on GitHub and publishing

Licensee’s Derivatives on Licensee’s forked repository, but Licensee is not

required to do so. Licensee represents and warrants that Licensee has

sufficient rights to any Derivatives and is legally entitled to grant the above

rights and licenses.

4. Ownership; Restrictions. Except as expressly and unambiguously set

forth herein, Red Balloon and its licensors and contributors retain all right,

title and interest in and to OFRAK, Derivatives prepared or created by Red

Balloon, all copies, modifications and derivative works thereof, including

without limitation, all rights to patent, copyright, trade secret and other

proprietary or intellectual property rights related to any of the foregoing.

To the extent that Licensee creates any Derivatives, subject to the rights and

licenses granted herein, Licensee retains ownership of all right, title and

interest in and to such Derivatives prepared or created by Licensee, including

without limitation, all intellectual property rights related to any of the

foregoing. Licensee will maintain the copyright notice and any other notices

or identifications that appear on or in OFRAK and any Derivatives or any other

media or documentation that is subject to this OFRAK Pro Agreement. Licensee

will not (and will not allow any third party to): (a) use OFRAK or any

Derivatives, except as expressly permitted in this OFRAK Pro Agreement, (b)

provide, lease, lend, disclose, use for timesharing or service bureau purposes,

or otherwise use or allow others to use for the benefit of any third party,

OFRAK, (c) possess or use OFRAK, or allow the transfer, transmission, export,

or re-export of OFRAK or portion thereof in violation of any export control

laws or regulations administered by the U.S. Commerce Department, U.S. Treasury

Department’s Office of Foreign Assets Control, or any other government agency,

(d) use OFRAK in any way that violates any applicable law, rule or regulation

or for any illegal use or activity, or (e) seek any patent or other

intellectual property rights or protections over or in connection with OFRAK or

any Derivatives that Licensee prepares or creates.

5. Feedback. In addition to Derivatives prepared or created by Licensee,

Licensee may, from time to time and in Licensee’s sole discretion, make

suggestions for changes, modifications or improvements to OFRAK ("Feedback").

Red Balloon shall have an irrevocable, perpetual, worldwide, sublicenseable,

transferable, full paid-up, royalty free right and license to use, distribute

and otherwise exploit all Feedback for any purpose.

6. Fees. Licensee agrees to pay Red Balloon all fees and other charges in

the amounts and at the times specified by Red Balloon in writing (without

deduction, set-off, or counterclaim).

7. Services. No training or support services are provided under this

OFRAK Pro Agreement. Red Balloon may in its discretion respond to support

inquiries through Red Balloon’s support channels, such as Slack.

8. Term and Termination. This OFRAK Pro Agreement shall commence upon the

date of license issue set forth in the license file and shall continue for the

Term unless terminated as set forth herein. This OFRAK Pro Agreement may be

terminated by Red Balloon immediately upon notice to Licensee in the event that

Licensee breaches any term or condition of this OFRAK Pro Agreement. Upon

expiration or any termination, Licensee shall immediately cease all use of

OFRAK. This sentence and the following provisions will survive termination: 1,

3 - 5 and 9 - 12. Termination is not an exclusive remedy and all other remedies

will remain available.

9. Warranty Disclaimer. The parties acknowledge that OFRAK is provided

"AS IS" and may not be functional on any machine or in any environment.

NEITHER RED BALLOON NOR ANY CONTRIBUTOR OF ANY DERIVATIVES MAKE ANY WARRANTIES,

EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR

OTHERWISE, AND RED BALLOON AND ANY CONTRIBUTOR OF ANY DERIVATIVES EXPRESSLY

EXCLUDES AND DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, TITLE, ACCURACY, FREEDOM FROM ERRORS, FREEDOM FROM

PROGRAMMING DEFECTS, NONINTERFERENCE AND NONINFRINGEMENT, AND ALL IMPLIED

WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF

TRADE. THIS OFRAK PRO AGREEMENT IS NOT INTENDED FOR USE OF OFRAK IN HAZARDOUS

ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF OFRAK COULD

LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR

ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES"). USE OF OFRAK IN HIGH RISK

ACTIVITIES IS NOT AUTHORIZED PURSUANT TO THIS OFRAK PRO AGREEMENT. THE PARTIES

AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT

RED BALLOON WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.

10. Limitations. NEITHER RED BALLOON NOR ANY CONTRIBUTOR OF DERIVATIVES

SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS OFRAK

PRO AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT,

NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF

DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (B)

FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR

CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS

OF PROFITS TO LICENSEE OR ANY THIRD PARTIES; (C) FOR ANY MATTER BEYOND ITS

REASONABLE CONTROL OR (D) FOR USE THAT LICENSEE OR OTHERS MAY MAKE OF OFRAK,

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification. Licensee agrees that (a) Red Balloon and any

contributors shall have no liability whatsoever for Licensee’s use of OFRAK or

any Derivatives and (b) Licensee shall indemnify, and hold harmless, and (upon

request) defend Red Balloon and any other user or contributor from and against

any and all claims, damages, liabilities, losses, and costs (including

reasonable attorneys’ fees) suffered or incurred by such party which arise from

or relate to Licensee’s (i) use of OFRAK or Derivatives, or (ii) breach of this

OFRAK Pro Agreement.

12. Miscellaneous. Neither this OFRAK Pro Agreement nor the licenses

granted hereunder are assignable or transferable by Licensee; any attempt to do

so shall be void. Red Balloon may assign this OFRAK Pro Agreement in whole or

in part. Any notice, report, approval or consent required or permitted

hereunder shall be in writing. The provisions hereof are for the benefit of

the parties only and not for any other person or entity. If any provision of

this OFRAK Pro Agreement shall be adjudged by any court of competent

jurisdiction to be unenforceable or invalid, that provision shall be limited or

eliminated to the minimum extent necessary so that this OFRAK Pro Agreement

shall otherwise remain in full force and effect and enforceable. This OFRAK

Pro Agreement shall be deemed to have been made in, and shall be construed

pursuant to the laws of the State of New York, without regard to conflicts of

laws provisions thereof, and without regard to the United Nations Convention on

the International Sale of Goods or the Uniform Computer Information

Transactions Act. Any waivers or amendments shall be effective only if made in

writing. This OFRAK Pro Agreement is the complete and exclusive statement of

the mutual understanding of the parties and supersedes and cancels all previous

written and oral agreements and communications relating to the subject matter

of this OFRAK Pro Agreement. In the event of any conflict between this OFRAK

Pro License Agreement and the OFRAK Community License Agreement, located at

https://ofrak.com/docs/license.html, this OFRAK Pro Agreement shall control.