SimTrack LLC

END USER LICENSE AGREEMENT FOR SIMTRACK LLC PRODUCTS

The software you are about to access is provided to you pursuant to the purchase of the Product by the legal entity which employs you, or which you represent (the "Licensee" or "You"), from SimTrack LLC. This purchase of the Product is subject to SimTrack LLC's Software Products General Terms and Conditions (the "SPGTC") and this End-User License agreement ("License"). The SPGTC can be found at www.simtrackpro.com

1. Interpretations and Definitions

Whenever used in this License, the following terms shall have the meaning set out below:

"Authorized Users" shall mean any person authorized to access the Product, which shall include the Licensee's employees, agents, representatives, simulation staff, healthcare professionals, educators, and students.

"Confidential Information" means any and all scientific and technical information which is in the possession of, or belonging to, SimTrack LLC and relating to the Product, including without limitation, all Data, Software, trade secrets, know-how, processes, methodologies, samples, components, analyses, compilations, guides, algorithms, models, and other information or documents prepared by SimTrack LLC, its subsidiaries and affiliates and/or their officers, servants, agents, representatives, employees or advisers which contain or are otherwise generated from or reflect any SimTrack LLC proprietary information, whether or not covered by intellectual property rights or explicitly designated as confidential or proprietary, which is disclosed by any means in written, oral, electronic, or any other form.

"Data" means any documentation, scenario content, training records, analytics, reports, or other information provided to Licensee in relation with the Product.

"Product" means any software, platform, application, components, modules, and materials licensed by the Licensee, including but not limited to SimTrack Pro, ScenarioBuilder AI, and any other software products owned or operated by SimTrack LLC.

"Purpose" means the use of the Software and the Data solely for the operation and maintenance of the Product, and the use of the Product solely for simulation operations management, healthcare education, training documentation, and related professional development activities.

"Software" means the software, in object code only, including web-based applications, mobile applications, desktop applications, and any APIs or integrations provided by SimTrack LLC.

"Work" means any scenarios, reports, analytics, documentation, or other content created using the Products which may have the option to be saved or reproduced by the Licensee.

2. License

2.1. In consideration of Licensee's agreement and compliance with the terms and conditions contained in the SPGTC and in this License, SimTrack LLC grants to Licensee a personal, non-exclusive, non-transferable license to use the Software and Data exclusively with the Product.

2.2. Without limiting the foregoing or any other terms in this License, Licensee shall, and shall ensure that any Authorized Users:

(a) not copy (save and except for normal back up and disaster recovery purposes provided such copy shall include SimTrack LLC's copyright and any other proprietary notices indicated on the Software and Data), ghost, export or produce any derivative works from the Product, or any part thereof, not network the Product without SimTrack LLC's prior written approval, or make it available for concurrent use beyond the licensed scope;

(b) not sell, attempt to sell or transfer (unless in compliance with the SPGTC), sublicense, or encumber the Software or Data;

(c) not modify the Product in any way, combine with other programs, or reverse engineer, screen scratch, decompile or disassemble any Software nor otherwise attempt to create or derive the source code related thereto;

(d) not deface or remove any copyright or proprietary notices;

(e) not use the Product without proper authentication credentials, or attempt to develop or develop any means or technology which would enable Licensee to bypass authentication or security measures to operate the Product;

(f) prevent anyone other than Authorized Users from accessing or using the Product;

(g) not incorporate the Product, in whole or in part, to any product or service that Licensee would make available to a third party, on a commercial basis or not, without prior written authorization from SimTrack LLC.

2.3. Except for the License granted herein, SimTrack LLC grants no express or implied right under any patent, copyright, mask work right, trademark, know how or other intellectual property rights. The Licensee shall not obtain any rights to SimTrack LLC's property, or any part thereof, by implication, estoppel or otherwise. Title to and full ownership of any trade secrets and other intellectual property rights related to the Product and components thereof shall remain with SimTrack LLC and, if applicable, its suppliers. For clarification, Licensee agrees that the source code for the Software is a trade secret of SimTrack LLC and only SimTrack LLC shall have the right to alter, maintain, enhance or otherwise modify the Software.

2.4. Notwithstanding anything else contained in this License, in no event shall Licensee use the Product and/or Confidential Information to enable, support, or otherwise aid Licensee or a third party to develop any product, software or service competitive with any of SimTrack LLC's products.

2.5. SimTrack LLC reserves the right to embed a software security mechanism within the Product to monitor usage of the Product to verify Licensee's compliance with this Agreement, as well as to control access to the Software through use of license administration software.

2.6. Licensee hereby recognizes that the entire rights, title and interests in and to Work remain the exclusive property of SimTrack LLC. Licensee shall not modify such Work in any way whatsoever and shall not remove or alter any SimTrack LLC notices. However, Licensee is permitted to produce and reproduce such Work only for non-commercial educational purposes and internal simulation operations.

3. Consent to Use of Collected Data and Feedback

3.1. Licensee agrees that SimTrack LLC may collect and use technical data and related information, including usage analytics, performance metrics, and system diagnostics ("Collected Data"), including but not limited to technical information about your Product usage that is gathered periodically to facilitate the provision of Software updates, Product support and other services related to your Product such as Software feature usage and run times. Such Collected Data shall be anonymous, and shall not personally identify any individual users. In the event that Licensee wishes to opt-out of permitting SimTrack LLC from having access to Collected Data, Licensee must inform SimTrack LLC of this requirement.

3.2. Upon the request of SimTrack LLC, Licensee agrees to provide SimTrack LLC, from time to time, with comments, suggestions, data, information or feedback ("Feedback") on the Product.

3.3. Licensee acknowledges and agrees that such Feedback and Collected Data may be freely used by SimTrack LLC, at its sole discretion, for the design, development, improvement, marketing and commercialization of its products and services, without any restrictions based on confidentiality or intellectual property rights.

4. Term and Termination

4.1. This License shall become effective as of the date of your acceptance of this License and shall remain in effect until terminated as provided hereafter.

4.2. This License terminates immediately upon termination of the SPGTC.

4.3. SimTrack LLC may terminate this License immediately, upon written notice, should Licensee (a) attempt to, directly or indirectly, assign or transfer any of the rights granted to it pursuant to this License without SimTrack LLC's prior written authorization, (b) disclose, in whole or in part, any Confidential Information, (c) use the Software otherwise than as authorized herein, or (d) is otherwise in breach of its obligations to protect the intellectual property contained in the Product. In addition, should Licensee fail to comply with any other terms and conditions of this Agreement and such failure is not cured within thirty (30) days after receipt of SimTrack LLC's written notice, SimTrack LLC may terminate this Agreement immediately.

4.4. Upon termination of this License, Licensee agrees to immediately discontinue use of the Confidential Information and the Product, and to return or destroy same as well as any copies, upon SimTrack LLC's request.

4.5. The following shall survive and continue in full force and effect notwithstanding any termination of this License: the obligations of Licensee under Sections 2 (License), 5 (Non-Disclosure); as well as any other clauses which by their nature and context are intended to survive.

5. Non-Disclosure

5.1. Licensee agrees to keep this License and all Confidential Information obtained hereunder in strict confidence, and shall only disclose same (a) to Authorized Users solely for the Purpose and provided such access to the Product conforms, at all times, to the terms and conditions governing the use of the Product contained herein, or (b) if required to be disclosed by law, and only to the extent of such disclosure and limited to the purpose requested, with prior notice to SimTrack LLC to permit it to seek an appropriate remedy to prevent the disclosure, or alternatively to agree to the terms of such disclosure.

5.2. The obligations of confidentiality, use and non-disclosure referred to in this Section 5 shall not apply to information which: (i) is or becomes publicly available through no fault of Licensee; (ii) was already in the rightful possession of Licensee prior to its receipt from SimTrack LLC; (iii) is independently developed by Licensee, provided it is not, in whole or in part, related to the Product; and (iv) is obtained by Licensee in good faith and on a non-confidential basis and without a use restriction from a third party who lawfully obtained and disclosed such information. However, Confidential Information does not come within the foregoing exceptions merely because features of it may be found separately or within a general disclosure in the public domain.

5.3. Licensee agrees to be responsible for enforcing the terms of this Section 5 and to take such action, legal or otherwise, to the extent necessary to cause anyone having access to the Confidential Information to comply with the terms and conditions set forth herein (including all actions that Licensee would take to protect its own trade secrets and confidential information but with not less than reasonable care). Licensee shall be responsible and indemnify, defend and hold harmless SimTrack LLC for any default caused by any such persons.

6. Irreparable Harm

6.1. Licensee acknowledges that the Software and Data constitute a special, irreplaceable asset of great value to SimTrack LLC, and that a breach, in any way, of any of Licensee's obligations under Sections 2 (License), and 5 (Non-Disclosure) hereof would cause serious and irreparable harm to SimTrack LLC which may not be adequately compensated for in damages. If the Licensee breaches any of such provisions, Licensee consents to an injunction being issued against it restraining it from any further breach of such provision, without derogation from any other remedy which SimTrack LLC may have in the event of such a breach.

7. Warranty

7.1. THE SOLE WARRANTIES PROVIDED BY SIMTRACK LLC ARE LIMITED TO THE WARRANTIES PROVIDED IN THE SPGTC. ANY WARRANTIES PROVIDED ARE PERSONAL AND NOT TRANSFERABLE.

8. Limitation of Liability

8.1. SIMTRACK LLC'S LIABILITY SHALL IN NO CIRCUMSTANCES EXCEED THE LIMITATION OF LIABILITY INDICATED IN THE SPGTC.

8.2. IN NO EVENT WILL SIMTRACK LLC BE LIABLE FOR ANY LOSS OF USE, LOSS OF PROFIT, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SIMTRACK LLC HAS BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SIMTRACK LLC'S LIABILITY TO LICENSEE FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE PURCHASE PRICE OF THE PRODUCT PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Third-Party Software

9.1. The Software may come bundled or otherwise be distributed with open source or other third party software, which is subject to the terms and conditions of the specific license under which it is distributed.

OPEN SOURCE SOFTWARE IS PROVIDED BY SIMTRACK LLC "AS IS" WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, AS IT RELATES TO ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH OPEN SOURCE SOFTWARE, SIMTRACK LLC SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Administrative Provisions

10.1. Applicable Law and Jurisdiction. This License shall be governed by, subject to, and interpreted according to the laws of the State of Ohio, U.S.A., without regard to its conflict of law rules. In all cases, the Parties expressly exclude and waive the application of the United Nations Convention on Commercial Agreements for the International Sale of Goods (1980) (Vienna Sales Convention) as amended. The exclusive jurisdiction for the resolution of any and all disputes arising out of or in connection with this Agreement shall be a court of appropriate jurisdiction located in the State of Ohio, U.S.A. Each Party hereby waives any right that it might otherwise have to object to such venue or seek dismissal of the action on the basis of forum non-conveniens. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LICENSE. Notwithstanding the foregoing, if a party seeks injunctive proceedings to preserve confidentiality obligations or intellectual property rights, then it is entitled to seek relief before the competent court/body of any jurisdiction.

10.2. United States Government Licensee: If Licensee is the United States Government ("U.S. Government") or a unit or agency of the U.S. Government, the Software and Data are deemed to be "commercial computer software" and "commercial computer software documentation", respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212 b) as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Software and/or Data by the U.S. Government, or any of its units or agencies shall be governed solely by the terms of this License and the SPGTC. Any technical data provided by SimTrack LLC with the Product that is not covered by the above provisions is deemed to be "technical data-commercial items" pursuant to DFAR Section 252.227.7015(a).

10.3. Export Controls: Licensee acknowledges that the laws and regulations of the United States may restrict the export and re-export of commodities and technical data of United States origin, including the Software. Licensee agrees that it will not export or re-export Software of, or containing items of, United States origin, in any form, without the appropriate United States and foreign governmental licenses.

10.4. Excluded Data: Licensee acknowledges that Software provided under this License are not designed with security and access management for the processing and/or storage of the following categories of data: (1) data that is classified and or used on the U.S. Munitions list, including software and technical data; (2) articles, services and related technical data designated as defence articles and defence services; (3) ITAR (International Traffic in Arms Regulations) related data; and (4) protected health information (PHI) as defined by HIPAA, or other personally identifiable information that is subject to heightened security requirements as a result of Licensee's internal policies or practices or by law (collectively referred to as "Excluded Data"). Licensee hereby agrees that Licensee is solely responsible for reviewing its data that will be provided to SimTrack LLC (or to which SimTrack LLC will have access) to ensure that it does not contain Excluded Data. SimTrack LLC makes no representations regarding the suitability of the Product for storing or processing Excluded Data.

10.5. No Waiver: No omission or delay by either party at any time to enforce a right or remedy reserved to it or to require performance of any of the terms of this License at the times designated, shall be a waiver of such right or remedy to which the party is entitled, nor shall it in any way affect the right of the party to subsequently enforce such provisions.

10.6. Modification: No provision of this License shall be deemed waived, amended or modified by either party unless the waiver, amendment or modification is in writing and signed by each of the parties to this License.

10.7. Severability: If any one or more of the provisions of this License is for any reason held invalid, illegal or unenforceable, the remaining provisions of this Agreement will be unimpaired.

10.8. Entire Agreement: This License, together with the SPGTC, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

10.9. Assignment: Licensee may not assign or transfer this License or any rights or obligations hereunder without the prior written consent of SimTrack LLC. Any attempted assignment in violation of this section shall be void.

End of End User License Agreement