VERUSTAT DEVICE AND SOFTWARE LICENSE AGREEMENT AND TERMS OF USE

This Verustat Device and Software License Agreement and Terms of Use (“Agreement”) is a legally binding agreement between you and Verustat, Inc. (“Verustat,” “we,” “us,” “the company”) governing your use of any Verustat device (each a “Verustat Device”), our mobile application (the “App”), and www.verustat.com, our website (the “Website”). The Verustat Device, App, Website and related services, including, but not limited to, software, data, subscription services, the use of de-identified and aggregated data for improving any of the foregoing, and other services provided by Verustat, shall be collectively referred to herein as the “Services.” The Verustat Device is a medical device regulated by the U.S. Food and Drug Administration. Please read all information that accompanies the Verustat Device. By using the Verustat Device, you assume the risks associated with using the Verustat Device.

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES, DOWNLOADING SOFTWARE, THE APP, OR ANY SOFTWARE UPDATE, BEFORE USING YOUR VERUSTAT DEVICE, VISITING OUR WEBSITE OR CREATING AN ACCOUNT AT OUR WEBSITE OR THROUGH THE APP.

1. Acceptance.

1.1. BY USING THE SERVICES, CREATING AN ACCOUNT, DOWNLOADING SOFTWARE, THE APP OR A SOFTWARE UPDATE, AS APPLICABLE, YOU INDICATE YOUR ACCTANCE OF ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1.2. IF YOU HAVE RECENTLY PURCHASED A VERUSTAT DEVICE AND YOU DO NOT AGREE TO THE TERMS OF THE LICENSE, YOU MAY RETURN THE VERUSTAT DEVICE WITHIN THE RETURN PERIOD TO VERUSTAT, INC., 1569 MALLORY LANE, BUILDING 200, BRENTWOOD, TN 37027.

1.3. You agree that the terms of this Agreement will apply to any Verustat-branded app that may be pre-installed on your Verustat Device, unless such app is accompanied by a separate license, in which case you agree that the terms of that license will govern your use of that app.

2. License.

2.1. We grant you a limited, nonexclusive, nontransferable license to access and use the Services, including, but not limited to, software (including Boot ROM code, embedded software and third-party software), documentation, interfaces, content, fonts, and any data that came with the Verustat Device (“Original Verustat Device Software”), as may be updated or replaced by feature enhancements, software updates or system restore software provided by Verustat (“Verustat Device Software Updates”), whether in read only memory, on any other media or in any other form (the Original Verustat Device Software and Verustat Device Software Update are collectively referred to as the “Verustat Device Software”) pursuant to the terms of this Agreement. You may only use the Services for your own personal use.

2.2. The Services are proprietary to Verustat. You acquire no right to the Services, the Verustat Device Software, or any information or data contained in or produced by the Services or the Verustat Device Software, except for the right to use such information and data solely for your own personal purposes, in accordance with this Agreement. This license does not grant you any rights to use Verustat proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third party devices and accessories, or third-party software applications, for use with the Verustat Device, Services, or otherwise. You may not sublicense, assign, or transfer your license to the Service, the Verustat Device Software, or the data and output produced by the Services or the Verustat Device Software to any third party.

2.3. This license shall terminate immediately upon termination, for any reason, or expiration of this Agreement or the agreement between us and the third party through which you receive the Services and all rights and licenses granted under this Agreement shall revert to Verustat. If you are receiving access to the Services through a third party, then there may be additional terms and conditions relating to your use of the Services.

2.4. Verustat, at its discretion, may make available future Verustat Device Software Updates for your Verustat Device. The Verustat Device Software Updates, if any, may not necessarily include all existing software features or new features that Verustat releases for newer or other models of Verustat Device. The terms of this License will govern any Verustat Device Software Updates provided by Verustat that replace and/or supplement the Original Verustat Device Software product, unless such Verustat Device Software Update is accompanied by a separate license in which case the terms of that license will govern.

2.5. All waveform data and all information surrounding the alert data is confidential, a trade secret, and/or otherwise proprietary to Verustat. No license is provided to you to use or disclose this information to others except as is necessary for medical treatment, and it is provided with similar restrictions.

2.6. Subject to the terms and conditions of this License, you are granted a limited, non-exclusive license to download Verustat Device Software Updates that may be made available by Verustat for your Device to update or restore the software on your Device.

2.7. You may not, and you agree not to or enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Verustat Device Software or the Services or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with the Verustat Device Software).

2.8. The Verustat Device Software may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials or materials in which you own the copyright. Any content displayed by, stored on or accessed through your Verustat Device or Services may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. Except as otherwise provided herein, this License does not grant you any rights to use such content nor does it guarantee that such content will continue to be available to you.

2.9. If you are a physician or business acquiring Verustat Devices and Services to be used by your patients, you warrant that you have ensured that patients have provided any consents needed and that you have executed a satisfactory Business Associate Agreement with Verustat (contact Information@verustat.com) in order for the Verustat Device and Services to be appropriately authorized.

2.10. You agree to use the Verustat Device Software and the Services in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the Verustat Device Software. Features of the Verustat Device Software and the Services may not be available in regions, some features may vary by region, and some may be restricted or unavailable from your service provider. A Bluetooth connection to a supported device (“Paired Device”) with Wi-Fi or cellular data connection is required for some features of the Verustat Device Software and Services.

2.11. You acknowledge that many features and Services of the Verustat Device Software and Verustat Device transmit data and could impact charges to your data plan, and that you are responsible for any such charges. You can control which applications are permitted to use cellular data and view an estimate of how much data such applications have consumed under Cellular Data Settings. For more information, please consult your User Guide for your cellular or internet Device.

2.12. Verustat Device, the sensors and their data and included Verustat Device apps are intended to be used only under and in conjunction with doctor or other professional medical care and supervision.

2.13. If you are a patient or non-medical-professional user of the Verustat Device or Services, you agree that you may not rely on the Verustat Device or Services for any medical decisions, and that if you have any concerns about your health, you should consult your physician regardless of information provided or not provided by the Verustat Device and Services. For example, Verustat’s Alerts provided by the Services, or the lack of a Verustat Alert, should not be relied on by you and you must seek medical attention as you would in the absence of the Verustat Device and Service. If you have any medical condition that you believe could be affected by Verustat Device, consult with your physician prior to using Verustat Device.

2.14. End Users. “End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses the Verustat Device or Verustat Services through you; or (b) otherwise accesses or uses the Services under your account. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement or use of the Service. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Service Offerings by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.

2.14.1. You agree not to misuse the Verustat Device or Services or help anyone else to do so. Any violation of this section may result in immediate suspension or termination of your Verustat account and/or suspension or termination of your employer’s Verustat account. Any attempt to do any of the following things, successful or otherwise, is a violation of this section: (a) probe, scan, test the vulnerability of, interfere with, or disrupt any system or network; (b) breach or otherwise circumvent any security or authentication measures; (c) access, tamper with, or gain unauthorized access to non-public areas or parts of the Services; (d) send unsolicited communications, promotions or advertisements, or spam; (e) send altered, deceptive, or false source-identifying information, including spoofing or phishing; (f) promote or advertise any products or services; (g) sell the Services unless specifically authorized to do so by Verustat; (h) harass any person, violate the privacy of any person, infringe upon the rights of any person (including intellectual property rights), or use the Services in any way that is unethical or immoral; or (i) use the Services in any way that constitutes a violation of law or that would give rise to civil liability.

3. Transfer.

You may not rent, lease, lend, sell, redistribute, or sublicense the Verustat Device or Verustat Device Software except that if you are a physician, you may acquire Verustat Devices and Services for patients and be reimbursed by them or on behalf of them.

4. User Account.

4.1. To utilize the Services, you must register for a user account. When you create an account with us, you must provide us information that is accurate, complete, and current at all times, and to access the Services, you must have your account associated with a valid email address and a valid form of payment. (Unless explicitly permitted by the Service Terms, you will only create one account per email address.)

4.2. You may not use as a username the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

4.3. You agree to take all reasonable efforts to prevent the unauthorized use or disclosure of your user ID and password to protect the Services, third-party services, Verustat Device, App, and Website from improper access. Your user ID and password are personal to you only. You are responsible for anyone who you provide access to your user ID and password. If you believe your user ID or password have been compromised, notify us as soon as possible. If you fail to do so, we are not responsible for any damages you sustain as a result of any unauthorized access to the App or Website or use of the Services. Further, you may be responsible for damages we sustain as a result of unauthorized access to the App or Website.

5. User Support & Communication. By registering for a user account, you agree that Verustat’s staff may contact you to assist you with the Services and the Verustat Device and to obtain updates on your health status and your feedback on the Services. You agree that Verustat may contact you (using the information you provided at registration) via email, push notification in the app, telephone, cell phone, and SMS/text message.

6. Consent to Use of Data. Verustat Device Software features require information from the Verustat Device to provide their respective functions. When you turn on or use these features, data potentially including, but not limited to, heart rate, respiratory rate, blood pressure, oxygen saturation, temperature, motion, posture, skin temperature, and/or mobility, and changes to the foregoing will be transmitted into Verustat’s software and Services. By using Verustat Device and Services, you agree and consent to Verustat’s and its and agents’ transmission, collection, maintenance, processing, and use of this information, to provide and improve the Verustat Device and Services and other Verustat products and services. At all times your information will be treated in accordance with Verustat’s Privacy Policy, which can be viewed at https://verustat.com/privacy

7. Assignment of Rights to Feedback. All data or comments submitted or otherwise given by you regarding the evaluation of or critique of our suggestions for improvement of the Verustat Device and Services (collectively “Feedback”) shall be owned by Verustat, and you hereby assign to Verustat all of your right, title and interest in and to such data and all Feedback. Additionally, you acknowledge and agree that Verustat may prepare, use, sell and distribute aggregated de-identified information collected and stored in or as part of the Services.

8. Third Party Materials.

8.1. The Verustat Device Software may enable access to third-party services and web sites. Use of third-party services requires Internet access. Use of certain third-party services may require an account and may require you to accept additional terms and may be subject to additional fees. By using such third-party services you agree to the applicable terms of service for that Service.

8.2. Verustat does not guarantee the availability, accuracy, completeness, reliability, or timeliness of data transmitted or displayed by any Services or third-party services.

8.3. To the extent that you upload any content through the use of the Services or third-party services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload such content and that such content does not violate any terms of service. You agree that the Services or third-party services contain proprietary content, information and material that is owned by Verustat, the site owner and/or their licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or third-party services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or Verustat. No portion of the Services or third-party services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services or third-party services, in any manner, and you shall not exploit the Services or third-party services in any unauthorized way whatsoever, including but not limited to, using the Services or third-party services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Service or third-party services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Verustat is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services or third-party services.

9. Termination. This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from Verustat if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Verustat Device Software. Accrued payment obligations, together with the terms and conditions of this sentence and Sections 6, 8 and 10 through 21 of this Agreement shall survive any such termination.

10. Disclaimer of Warranties.

10.1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE VERUSTAT DEVICE, VERUSTAT DEVICE SOFTWARE, AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE VERUSTAT DEVICE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.

10.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VERUSTAT DEVICE, SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. VERUSTAT AND VERUSTAT’S LICENSORS (COLLECTIVELY REFERRED TO AS “VERUSTAT” FOR THE PURPOSES OF SECTIONS 10 AND 11) HEREBY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE VERUSTAT DEVICE, VERUSTAT DEVICE SOFTWARE, AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY.

10.3. VERUSTAT DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE VERUSTAT DEVICE SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE VERUSTAT DEVICE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE VERUSTAT DEVICE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE VERUSTAT DEVICE SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE VERUSTAT DEVICE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE OR APPLICATIONS. THIRD PARTY INSTALLATION OF THIS VERUSTAT DEVICE SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD-PARTY SOFTWARE, APPLICATIONS, OR THIRD-PARTY SERVICES, AS WELL AS VERUSTAT PRODUCTS AND SERVICES.

10.4. YOU FURTHER ACKNOWLEDGE THAT THE VERUSTAT DEVICE SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE VERUSTAT DEVICE, SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS.

10.5. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VERUSTAT OR A VERUSTAT AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE VERUSTAT DEVICE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

10.6. THIS DISCLAIMER OF WARRANTIES MAY NOT BE ALLOWED IN CERTAIN JURISDICTIONS, SO THE PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU.

11. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL VERUSTAT, ITS AFFILIATES, AGENTS OR PRINCIPALS BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE VERUSTAT DEVICE SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE VERUSTAT DEVICE, SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Verustat’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of two hundred and fifty dollars (US$250.00). The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.

12. Indemnification. You hereby agree to defend, indemnify and hold harmless Verustat and its directors, employees, owners, successors and assigns from and against any and all losses, damages or expenses of whatever form or nature, including actual attorneys’ fees and other costs of legal defense, whether direct or indirect, which they, or any of them may sustain or incur as a result of your act or omission, including, but not limited to (i) your or any End User’s use and access of the Services and Verustat Device, by you or any person using your account and password; (ii) a breach of this Agreement or violation of applicable law by you or any End User; (iii) Content posted on the Service; or (iv) a dispute between you and any End User.

13. Controlling Law. This License will be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law principles. 14. Severability. If for any reason a court of competent jurisdiction finds any provision, or portion of this Agreement to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

15. Complete Agreement; Governing Language. This License constitutes the entire agreement between you and Verustat and supersedes all prior or contemporaneous understandings. No amendment to or modification of this License will be binding unless in writing and signed by Verustat. Any translation of this License is done for local requirements, and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in your jurisdiction.

16. Force Majeure. In no event shall Verustat be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss, or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.

17. Independent Contractors. Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

18. Disputes. Any disputes, controversy, or claim arising out of or relating to this Agreement or either Party’s performance or breach thereof, including regarding the scope of this Section, shall be submitted to binding arbitration before the American Arbitration Association pursuant to its Commercial Arbitration Rules then in effect, with the final hearing to be held in Nashville, Tennessee, except that you may assert claims in small claims court in Nashville, Tennessee, if your claims qualify. The prevailing Party shall be entitled to an award of its reasonable attorneys’ fees and costs associated with said dispute. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we and you waive any right to a jury trial. Notwithstanding the foregoing, we and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

19. No Third-Party Beneficiaries. Except as set forth in the Indemnification section, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

20. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

21. Notice.

21.1. To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Website; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Website will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.

21.2. To Us. To give us notice under this Agreement, you must contact Verustat by facsimile transmission or personal delivery, overnight courier or registered or certified mail to: 1569 Mallory Lane, Building 200, Brentwood, TN 37027. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.