SOFTWARE LICENSE AND MICROCHIP PURCHASE AGREEMENT

THIS LICENSE AGREEMENT (“this Agreement”) is entered into as of October 26, 2023

(the “Effective Date”), by and between Chipcomm, Inc. a corporation organized under the laws

of Delaware, and having a place of business located at Philadelphia (“Licensor”) and Beauty

Pro organized under the laws of California and has its headquarters in Oakland (“Licensee”).

(LICENSOR and LICENSEE are sometimes referred to individually as a “party” and

collectively as the “parties”).

BACKGROUND

Licensor is a large corporation that offers consumer-ready electronics including "smart

appliances." They have developed proprietary software for use on these appliances "ChipOS.”

Licensee has long been a manufacturer of traditional electronics (non-"smart" electronics)

Their core products consist of a line of home beauty electronics including hand massagers, foot

baths, curling irons, etc.

The licensee wants to launch a new series of smart home beauty products and to use "back end”

software from the Licensor and wants to develop their own user interface but build it on top of

the software.

The licensee wants a software license from the Licensor which is Intangible property and the

Licensor is selling 2020-generation microchips to Licensee.

Both the Licensor and Licensee want to define in this Agreement the specific terms and

conditions that will apply to the Licensee’s use of the Licensor’s intangible property and

delivery of microchips.

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 AGREEMENT

The parties agree as follows:

1. Grant of License:

(a) The Licensee will license the back-end software for smart electronics from the

Licensor.

(b) The Licensor grants the Licensee an exclusive license to sell the license for use in

the United States, Canada, and Mexico.

2. Royalty:

(a) The Licensee shall provide the Licensor with quarterly reports at the end of each

calendar quarter during this Agreement, stating in each such report the number of

the Licensor’s products sold. The Licensee shall calculate and pay to the Licensor

the royalties that are due to the Licensor for the period of such report.

3. Cost & Payment:

(a) The parties decided the license cost per unit as $ 1.23.

(b) The Licensee will pay the license fee fifteen days after the closure of each quarter.

(c) The Licensee shall pay for at least 2,500 licenses (units) per quarter starting in the

middle of 2024 for four quarters until the middle of 2025.

(d) The Licensee can agree to extend the license by one year at the same rate.

4. Quantity of Microchips, Cost & Payment

(a) The Licensee shall buy 10,000 microchips from the Licensor.

(b) The Licensee shall pay $ 5.76 for each unit of microchips as agreed upon by the

parties.

(c) The Licensee will pay the amount to the Licensor through Bank Transfer by

November 15, 2023.

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5. Shipping:

(a) The Licensor will ship the units before the end of November 2023.

(b) The microchips shall be shipped to the Licensee’s facilities.

(c) The cost and risk of loss is on the Licensor until the arrival at Licensee’s facilities.

6. Representations & Warranties:

(a) The Licensee is free to develop its own front-end software but shall assure the

Licensor that the software will be functional.

(b) The Licensor warrants all the necessary IP rights to the Licensee to sell this license

for use in the United States, Canada, and Mexico, and that they will make sure of

this in the future if needed.

(c) The Licensee can buy up to 50,000 more microchips at the same rates. If the

Licensee doesn't buy the Licensor’s microchips, they must warrant that any chips

used in the future will allow the Licensor’s back-end software to function correctly.

7. Term and Termination:

(a) The term of this Agreement began on the Effective Date and shall remain in effect

subject to the provisions outlined in this Agreement; provided, however, that the

Term shall end after one year from the effective date and can be extended at the

choice of Licensee and consent of Licensor.

(b) This agreement can be terminated at the option and consent of either party before

the end of the term.

8. Third Party Beneficiaries:

(a) No person or entity shall be a third-party beneficiary of this Agreement.

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9. No Joint Venture:

(a) Nothing contained in this Agreement places the Licensor and the Licensee in the

relationship of partners or joint venturers, and neither the Licensor nor the Licensee

has any power to obligate or bind the other in any manner.

10. Notices:

(a) All notices to be provided under this Agreement will be made in writing and will

be given by transmission by email with a confirming copy sent by U.S. mail.

(b) All notices will be transmitted and addressed to the parties at their respective email

addresses and U.S. mail addresses set forth below or as they may from time to time

otherwise indicate in writing. All notices will be effective upon being transmitted

by email.

If to Licensor: Chipcomm Inc.

111 West 200 North, Suite 201

Philadelphia.

At: chipcomm.inc@gmail.com

If to Licensee: BeautyPro

222 West 400 North, Suit 111

Oakland, California.

At: beauty.pro@gamil.com

11. Severability

(a) If any provision of this Agreement becomes invalid or unenforceable, the remaining

provisions of this Agreement will remain valid. The parties shall replace the invalid

or unenforceable provision with a valid and enforceable provision that

economically best meets the intent of the parties.

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 12. Entire Agreement:

(a) This Agreement represents the entire understanding of the parties, and there are no

representations, warranties, or covenants other than those contained in this

Agreement. If the parties desire to make any changes to this Agreement, they shall

do so in writing.

13. Governing Law:

(a) This Agreement will be construed in accordance with the substantive laws of

California. Any controversy arising out of or relating to this Agreement, including

any modification or amendment to the Agreement, will be in the courts of

California.

14. Further Assurances:

(a) The parties shall take such actions and execute any documents and instruments that

are reasonably necessary or required to effectuate the purposes of this Agreement.

15. Binding Agreement:

(b) This Agreement will inure to the benefit of and be binding upon the successors and

assignees, if any, of the parties.

IN WITNESS WHEREOF, the parties enter into this Agreement effective as of the Agreement

Effective Date.

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LICENSOR:

Chipcomm.Inc

By: XYZ

(President, Chipcomm, Inc.)

LICENSEE:

Beauty Pro.

By. ABC

(President, Beauty Pro)

Date: October 26, 2023

Stamp & Seal:

Licensor:

Licensee:

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Name: Nidhi Lathigara.

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