Radical Imaging, LLC

This End User Software License Agreement (the “Agreement”) is a legal agreement between You (either as an individual or an entity) and Radical Imaging, LLC (“RADICAL”) for software known as FlexView™ (the “Software”).

By opening, accessing, streaming, or otherwise using the Software, You agree to be bound by this Agreement. If You do not agree to all of the terms and conditions of this Agreement, do not proceed and You will not be able to use the Software.

You agree that Your use of the software acknowledges that You have read this Agreement, understand it, and agree to be bound by its terms and conditions.

1. License Parameters.

1.1. License. RADICAL hereby grants You, and You accept subject to the terms and conditions of this Agreement, a nonexclusive right to use the Software by a single user located within the Territory only for Purpose as designated in 1.3 and used only within the Territory (the “License”). The Software is intended for use by experienced professionals trained in interpreting medical images, but may be useful to other professionals. Use of the Software for other purposes is not authorized without the prior express written permission of RADICAL, and may require payment of additional fees. Except for the purposes indicated, raw data accessible through the Software may not be used, copied, distributed or commercialized in whole or in part in aggregated, bulk or raw form. Rights not expressly granted are reserved by RADICAL.

1.2. Territory. In this Agreement, the “Territory” shall mean anywhere in the world that is not now or hereafter restricted by the United States government foreign trade restrictions applicable to the Software.

1.3 Purpose the Software may only be used for display, annotation, measurement, interpretation and reporting on medical images.

2. Data and Data Access.

2.1. You Are Responsible for Selection of Data Providers and Data. The Software may allow You to access or use various data sources. The Software may also allow You to make various selections between and among various data at each data source. For example, if there is conflicting data from two different sources on a particular fact, the system may allow You to select data from one source and reject data from the other source for that fact, feature, or case. Therefore, for each and every use You make through the Software, it is solely Your responsibility to select data sources and data, and to determine the completeness, accuracy, and appropriateness of data You select. RADICAL has no liability to You or to any third party for Your selection of data sources or data, or for Your selection among duplicate or similar data available from one or more data sources available through the Software.

2.2 Your Representations – No Password or Access Sharing of Software. You represent, warrant, and promise to RADICAL, and to its data providers and data sources, that You will not rent, loan, or otherwise share the Software, either intentionally or negligently, including any access to the Software or to Your login credentials, including passwords, to use any databases or data you associate with the Software (provided such data and databases do not result in a requirement that the Software source code be disclosed). Failure to comply with this obligation could result in immediate termination of Your right to use the Software or certain features of the Software, and in addition subject You to liability to RADICAL and potentially to third parties.

2.3 Tracking Your Software Use. You understand that the Software may allow RADICAL to track and review Your use of the Software, its features, databases, and other elements, including to test aspects of Your compliance with this Agreement. RADICAL may have obligations to report aggregated usage information to certain licensors or data providers or sources licensing databases to RADICAL. RADICAL or the Software and its use may also place cookies on Your computer system which may be necessary to operate the Software or its features.

3. Subscription Fee.

3.1. Payment. In addition to any initial fee charged by RADICAL, for use of the Software, You shall pay to RADICAL the subscription fee You select, as described at this link https://flexview.ai/ (the “Subscription Fee”). The Subscription Fee shall be payable for the period for Your Subscription plan for use of the Software under the License.

3.2 Credit and Card Processing. RADICAL is not obligated to extend or continue to extend any credit to You for Subscription Fees, or offer You payment options other than paying monthly in advance. If You provide credit card information for payment purposes, then You thereby authorize RADICAL to charge that credit card for monthly and other Subscription Fees until You (a) notify RADICAL of different credit card information, (b) make other arrangements for payment, or (c) terminate this Agreement.

3.3 Volume Subscriptions. RADICAL may, in its discretion, in a signed writing agree to volume subscription pricing terms for You. See https://flexview.ai/.

4. Term and Termination.

4.1. Termination For Breach. The License shall automatically terminate upon any of the following events: (i) if You fail to provide payment to RADICAL of any amount when due, including any accrued interest, fees and/or charges, or credit card authorization for RADICAL to charge the Subscription Fee when due, (ii) if You breach this Agreement, or (iii) if Your right to use such data is suspended or terminated. If RADICAL reinstates You as a licensee of the Software after any termination of the License, a reinstatement fee may apply in addition to the Subscription Fees.

4.2. Discretionary Termination by RADICAL. RADICAL may terminate Your License on thirty (30) days’ notice to You and without any refund, payment, or further liability to You.

4.3. Term. This Agreement may only be terminated as provided in this Agreement. Unless this Agreement is terminated, it shall remain in full force and effect from month to month (as long as You are current with payment of the Subscription Fees and any other fees payable to RADICAL).

5. No Source Code. Your License is limited to the Software in machine executable code form and object code form only, accessed through SaaS, and does not include any rights to source code, inventions, patents, or other intellectual property or rights of RADICAL.

6. Updates. RADICAL is under no obligation to develop revisions, updates or new versions of the Software. However, it is anticipated that revisions, updates and/or new versions of the Software may be developed, and as they are, RADICAL may offer them to You as part of Your Subscription Fee, or for an additional cost. RADICAL may provide updated Software, including with new or enhanced functionality, as a separate subscription product. RADICAL welcomes and encourages feedback and input from You regarding the Software, and suggestions and considerations regarding updates and improvements. No suggestion or feedback, received or implemented by RADICAL results in You having or accruing any right in any Update or the Software.

7. Protection of Software. Except as expressly authorized in this Agreement, You may not: (i) disassemble, decompile or otherwise reverse engineer the Software, or (ii) modify or create derivative works based upon the Software, or (iii) rent, lease, sublicense, distribute, transfer, copy, reproduce, modify, or timeshare the Software, or (iv) allow any third party to access or use the Software, or (v) modify the Software (including any deletion of code from, or addition of code to, the Software), or (vi) use or copy the Software or data accessible through it for any use or purpose not contemplated hereby.

8. Ownership. Ownership of, and title to, the Software (including any adaptations) and all copies thereof (including copies provided with this Agreement and copies under Section 2.2) shall belong to RADICAL. A copy of the Software, or access to a copy of the Software, is loaned to You to allow You to exercise rights under the License. Only the License is purchased by You.

9. Nontransferable of License. You may not assign or otherwise transfer or encumber the License, this Agreement, or any right or obligation under this Agreement, for any reason.

10. No Warranty. The Software and any data provided by or accessible through it are provided “AS IS” without warranty or representation of any kind, either express or implied.

11. Protections.

11.1 Disclaimer. RADICAL MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. RADICAL DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND COMPATIBILITY. RADICAL DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY YOUR REQUIREMENTS OR THAT IT OR THE DATA IN OR ACCESSIBLE THROUGH THE SOFTWARE IS COMPLETE OR WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR TROUBLE FREE. THE SOFTWARE MAY IDENTIFY DISCREPANCIES AND CONFLICTING INFORMATION IN CERTAIN DATA FIELDS. WHETHER IDENTIFIED OR NOT BY THE SOFTWARE, THE DATA MAY CONTAIN DISCREPANCIES, INACCURACIES, AND ERRORS, KNOWN AND UNKNOWN TO RADICAL, AND MAY PROVIDE CONFLICTING INFORMATION NONE OF WHICH MAY BE COMPLETE OR ACCURATE. NEITHER RADICAL NOR THE SOFTWARE UNDERTAKES TO COMPLETELY OR ACCURATELY IDENTIFY PROBLEMS WITH ANY DATA ACCESSIBLE OR COMPARABLE THROUGH THE SOFTWARE. NO DATA ACCESSIBLE THROUGH THE SOFTWARE SHALL BE CONSTRUED AS OR CONSTITUTE A REPRESENTATION AS TO THE CONDITION OF TITLE TO ANY DATA OR INFORMATION ACCESSED OR USED THROUGH OR WITH THE SOFTWARE.

11.2. Limitation on Liability. THE AGGREGATE LIABILITY OF RADICAL ARISING FROM OR RELATING TO THIS AGREEMENT, THE SOFTWARE OR ANY DATA ACCESSIBLE THROUGH THE SOFTWARE (REGARDLESS OF THE FORM OF ACTION OR CLAIM – E.G. CONTRACT, WARRANTY, TORT, COMPUTER MALPRACTICE, FRAUD AND/OR OTHERWISE) IS LIMITED TO THE LESSER OF: (i) $100.00 OR (ii) THE TOTAL OF ALL PAYMENTS YOU MADE BY OR FOR THE License FOR THE PAST TWELVE (12) MONTHS. RADICAL SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF RADICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER RADICAL NOR ANY PERSON PROVIDING DATA TO RADICAL IS RESPONSIBLE TO YOU, OR RESPONSIBLE TO ANY PERSON CLAIMING THROUGH YOU, FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM, OR FOR ANY SUCH CLAIMS BY ANY THIRD PARTY. THE MANAGERS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, MEMBERS, AND REPRESENTATIVES OF RADICAL ARE NOT PARTIES TO THIS AGREEMENT AND SHALL HAVE NO OBLIGATION OR LIABILITY RELATING TO THIS AGREEMENT, THE SOFTWARE, OR ANY DATA ACCESSIBLE THROUGH THE SOFTWARE. NO THIRD PARTY PROVIDING DATA TO RADICAL, WHICH IS ACCESSIBLE THROUGH THE SOFTWARE, SHALL HAVE ANY LIABILITY TO YOU, OR TO ANY PERSON CLAIMING THROUGH YOU, FOR THE COMPLETENESS OR ACCURACY OF SUCH DATA. RADICAL HAS NO LIABILITY TO YOU, OR TO ANYONE CLAIMING THROUGH YOU, FOR ANY DATA ACCESSED THROUGH OR USED WITH THE SOFTWARE. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY YOU, OR ANYONE CLAIMING THROUGH YOU, MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION AROSE.

11.3. Responsibility for Decisions. YOU ARE RESPONSIBLE FOR DECISIONS MADE AND ACTIONS TAKEN BASED ON THE SOFTWARE AND DATA ACCESSIBLE THROUGH OR USED WITH THE SOFTWARE. THE SOFTWARE IS DESIGNED AND INTENDED FOR USE BY INDIVIDUALS EXPERIENCED IN THE USES AND LIMITATIONS OF COMPUTER SOFTWARE AND IS SPECIFICALLY NOT INTENDED TO DIAGNOSE OR TREAT ANY HEALTH OR MEDICAL CONDITION FOR ANY PERSON OR ANIMAL. IT IS YOUR RESPONSIBILITY TO ASCERTAIN THE SUITABILITY OF THE SOFTWARE FOR YOUR INTENDED USES. IT IS YOUR RESPONSIBILITY TO DETERMINE IF DATA ERRORS, INACCURACIES OR DISCREPANCIES EXIST, AND TO DETERMINE WHAT IF ANY CHANGES SHOULD BE MADE TO ANY DATA BEFORE OR AFTER IT IS EXPORTED, PRINTED, OR USED.

11.4 Certain States. Some states of the United States do not allow the exclusion of incidental or consequential damages, so the disclaimers or limitations of Sections 11.1, 11.2, or 11.3 may be limited or not apply to You.

11.5 Indemnification. You agree to indemnify defend and hold harmless RADICAL and its officers, owners, agents, affiliates, contractors, attorneys, and employees from any and all claims, demands, liabilities, costs, or expenses, including reasonable attorneys’ fees, resulting from (a) any material breach of this Agreement by You involving any data accessed through the Software which RADICAL licenses from any third party, or (b) any decisions or products you make, or services you offer in connection with or as a result of You using the Software, or (c) any use of the Software or the data accessible through the Software outside the scope of the License. RADICAL may in its discretion control the defense and settlement of any such claim, demand, liability, cost, or expense.

11.6 Confidentiality. RADICAL may be seeking patent protection for aspects of the inventions regarding the Software. Accordingly, You agree to the following: (1) only You will be the user of the Software under this License; (2) except to RADICAL, You will not directly or indirectly disclose or transfer any information or image regarding the screens generated by the Software, its functionality, any bugs in the Software, or any information regarding the Software, to any other person or entity, and You will not use such information except for Purpose (see 1.3) and for testing of the Software; and (3) You will not disclose information regarding the Software disclosed to You by RADICAL. Your obligations under this Section 11.6 shall cease if and to the extent specific information protected becomes public, otherwise Your obligation shall persist for 5 years for specific information that does not become public.

12. Sole Remedy and Allocation of Risk. YOUR SOLE AND EXCLUSIVE REMEDY (AND CORRESPONDINGLY, THE SOLE AND EXCLUSIVE REMEDY OF ANYONE CLAIMING THROUGH YOU), IS SET FORTH IN THIS AGREEMENT. THIS AGREEMENT DEFINES A MUTUALLY AGREED-UPON ALLOCATION OF RISK AND THE License PRICES AND SUBSCRIPTION FEES REFLECT SUCH ALLOCATION OF RISK.

13. General.

13.1. Governing Law. This Agreement shall be governed by the laws of the state of Delaware and the United States of America without regard to any conflict of law provisions thereof. The United Nations Convention for the International Sale of Goods shall not apply.

13.2. Entire Agreement. This Agreement represents the entire agreement and understanding between the parties relating to the subject matter of this Agreement, supersedes all prior agreements, understandings, representations and warranties, and may only be amended, canceled or rescinded by a writing signed by authorized officers of both parties. NO SALESPERSON, SUPPORT PERSON, OR ANY OTHER EMPLOYEE OF RADICAL IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE WITH RESPECT TO THE SOFTWARE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THE REPRESENTATIONS, PROMISES, AND THE LIMITED WARRANTY THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. ONLY A DULY AUTHORIZED OFFICER OF RADICAL HAS AUTHORITY TO MODIFY THIS AGREEMENT AND ONLY IN A PAPER WRITING SIGNED (AND NOT MERELY IN ANY EMAIL). ANY MODIFICATION MUST REFER TO THIS AGREEMENT AND THE SPECIFICALLY PROVISION TO BE MODIFIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISION, ANY STATEMENTS MADE IN FORUM POSTS OR IN SUPPORT EMAILS, BY WHOMEVER MADE, SHALL NOT MODIFY OR WAIVE ANY PROVISION OF HIS AGREEMENT.

13.3. Binding Effect. This Agreement binds and inures to the benefit of the parties to this Agreement and their respective permitted successors and assigns.

13.4. Injunctive Relief. You acknowledge that any breach by You of this Agreement will give rise to irreparable injury to RADICAL inadequately compensable in damages alone. Accordingly, RADICAL may seek and obtain preliminary and permanent injunctive relief against the breach or threatened breach of this Agreement. Such relief shall be in addition to any other legal or equitable remedies, relief and damages which may be available to RADICAL.

13.5. Construction and Interpretation. Whenever the context reasonably permits, the singular shall include the plural, the plural shall include the singular, and the whole shall include any part thereof. Any reference in this Agreement to “Software” shall include any portion thereof, and any update or revision, or versions thereof. The section and other headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. This Agreement is written in, and shall be governed by, the English language. In the event of any conflict between this English language version of the Agreement and any translation of this Agreement, the English language version shall control.

13.6. Notices. All notices and other communications required or permitted under this Agreement must be in writing and shall be: (a) delivered personally, (b) sent by confirmed facsimile or other electronic transmission, (c) sent by commercial overnight courier with written verification of receipt, (d) sent by registered or certified mail, return receipt requested, postage paid, or (e) by e-mail to an address provided by You. All communications must be sent to the receiving party’s initial address set forth at the beginning of this Agreement, e-mail address, or to such other address that the receiving party may provide for purpose of notice.

13.7. Severability. If any provision of this Agreement is invalid under applicable law as it shall then be applied, such provision shall be limited, narrowed, construed and altered as necessary to render it valid, but only to the extent necessary to achieve such validity. If necessary, the invalid provision shall be eliminated from this Agreement. The remaining provisions shall remain in full force and effect.

13.8. Waiver. The failure of either party to exercise any right or the waiver by either party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other provision of the Agreement.

13.9 Restricted Rights of Government Use. This Software and its documentation and training materials is commercial computer software developed exclusively at private expense. Use, duplication, and disclosure by civilian agencies of the U.S. Government shall be in accordance with FAR 52.227-19(c) or other agency data rights provisions, as may be applicable. Use, duplication and disclosure by DOD agencies is subject solely to the terms of standard software License agreement as stated in DFARS 227.7202. “Unpublished-All rights reserved under the Copyright Laws of the United States”. Contractor/Licensor: Radical Imaging, LLC, Stow, MA.