EPICARDIO LIMITED END USER LICENCE AGREEMENT

NOTICE: READ THIS END USER LICENCE AGREEMENT (“EULA”) CAREFULLY BEFORE

ACCESSING OR USING EPICARDIO SIMULATION™ ACCOMPANYING THIS EULA CLICKING ON

THE “I ACCEPT” BUTTON BELOW, OR IN ANY OTHER WAY INSTALLING, ACCESSING,

COPYING OR USING THE LICENSED PRODUCT, CREATES A LEGALLY ENFORCEABLE

CONTRACT AND CONSTITUTES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS

EULA WITHOUT MODIFICATION.

IF YOU ARE NOT AUTHORISED TO ENTER INTO THIS EULA, OR IF YOU DO NOT AGREE TO

ALL OF THE TERMS OF THIS EULA, THEN YOU MUST CLICK ON THE “CANCEL” BUTTON

BELOW, AND YOU MUST NOT INSTALL, ACCESS, COPY OR USE THE LICENSED PRODUCT.

This EULA, effective as of the date you accept the terms hereof, is entered into between Epicardio

Limited, of 13 Marlborough Road, Richmond, Surrey TW10 6JT, United Kingdom (the “Licensor”)

and you (the “User”) (the “Parties).

The Parties agree as follows:

1. DEFINITIONS

“App” Means the Licensor’s applications for Apple macOS, iOS, iPadOS, Android, WebGL and

Microsoft WINDOWS, its Software, Content, Updates, and all related Documentation.

“Buyer” means the purchaser of the subscription for this App.

“Content” means any and all images, photos, videos, text, templates, sound recordings and other

content accompanying this EULA and provided by Licensor.

“Documentation” means the user guide, help information and/or other documentation provided by

Licensor with the Licensed Products.

“Licence Period” means the period of your valid subscription.

“Licensed Products” means, collectively, the App, its Software, Content, Updates, and all related

Documentation.

“Software” means the Epicardio Simulation™ – ECG and PACING, CARDIAC EP, VET, Temporary

Cardiac Pacing, Atrial Fibrillation and Epicardio Heart Simulator software, as applicable,

accompanying this EULA.

“Updates” means, if applicable, any patch, update or new version of the Software provided by

Licensor.“User” means any user of the Licensed Products who is authorised by the Buyer, in compliance with

the terms of this EULA, to use the Licensed Products.

2. LICENCE

2.1 Use of the Licensed Products is permitted solely pursuant to this EULA. The Licensor’s contract is

with the Buyer and the User must be authorised by the Buyer in order to use the Licensed Products.

2.2 Licensed Products. Subject to all terms and conditions in this EULA, the Licensor grants the User

a limited, non-exclusive, non-transferable, non-sublicensable right and licence to use the Licensed

Products without modification for the Licence Period. The Licensed Products are not sold to the User,

they are sold to the Buyer.

2.3 Limitations. Users may only access Licensed Products for which all fees have been paid by the

Buyer and you are the authorised user as a result of such purchase. The Licensed Products are not

intended for use in the operation of nuclear facilities, aircraft navigation or communication systems, air

traffic control systems, life support machines or other equipment in which the failure of the Licensed

Products could lead to death, personal injury, or severe physical or environmental damage.

2.4 Licence Control. The User acknowledges that the Licensed Products may contain code or require

devices that detect or prevent unauthorised use of, or disable, the Licensed Products, and the User

agrees not to circumvent or disable such code or devices unless User is expressly authorised to do so

by applicable statutory law to achieve interoperability, if the Licensor does not offer the means to do

so upon request by the User.

2.5 The User represents and warrants that (a) he/she is not located in a country that is subject to a

U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist

supporting” country; and (b) he/she is not listed on any U.S. Government list of prohibited or restricted

parties.

2.6 The Licensor reserves the right to amend login information or to restrict or deny access to the

Licensed Products if it believes that the terms of this EULA have not been complied with, including but

not limited to, the expiry of the Licence Period.

3. SUPPORT SERVICES

3.1 Support. The Licensor shall be solely responsible for providing any maintenance and support

services as applicable. Support enquiries should be directed to support@epicardio.com. The Licensor

will endeavour to respond within a reasonable period of time, it being understood that the Licensor

has no obligation to respond. The Licensor will similarly be under no obligation to provide support

should it choose to provide a telephone-based or any other means of support service.3.2 Updates and Maintenance. Licensor reserves the right to make updates to the Licensed Products

or any other any changes in the specification of the Licensed Products. Licensor reserves the right to

make the Licensed Products unavailable to the Users for essential maintenance.

3.3 The User recognises that the Licensed Products may not operate effectively on all machines and

that it is the responsibility of the User to ensure that it maintains requisite hardware and an internet

connection in order to effectively use the Licensed Products.

4. CONFIDENTIALITY

4.1 The User recognises that the Licensed Products, their content and software is the proprietary and

confidential property of the Licensor (the “Confidential Information”). Accordingly, the User shall not,

without the prior express written consent of the Licensor, disclose or reveal to any third party or utilise

for its own benefit other than pursuant to this EULA, any Confidential Information, provided that such

information was not previously known to the User or to the general public other than by reason of the

User’s default. The User shall take all reasonable precautions to preserve the confidentiality of the

Licensed Products.

4.2 The User agrees to keep any login information provided to it to enable access to the Licensed

Products confidential and not to disclose or reveal it to any third party.

4.3 The User recognises that certain elements pertaining to the functionality of the Licensed Products

may be hosted on the Licensor’s server, resulting in certain data being available to the Licensor. This

data may be required for the provision of the Licensed Products, or to assess compliance with the

terms of this EULA. The data available (“Licensor Confidential information”) is as follows:

4.3.1 Limited data regarding the User’s login name, device name, IP address and other

device identifiers, hardware specifications and internet access; and

4.3.2 Information relating to User usage and interaction with the Licensed Products including

the results of any testing modules.

4.4 The Licensor shall not, without the prior express written consent of the User, disclose or reveal to

any third party (other than the Buyer) or utilise for its own benefit other than pursuant to this EULA,

any User Confidential Information, provided that such information was not previously known to the

Licensor or to the general public other than by reason of the User’s default. The User agrees that the

Licensor may disclose such information to the Buyer.

4.5 The User will not use or authorise or permit any other person to use any name, trade mark, house

mark, emblem or symbol associated with the Licensor upon any premises, notepaper, visiting cards,

advertisements or other printed matter or in any other manner whatsoever unless such use shall have

been previously authorised in writing by the Licensor.

4.6 The Licensor’s privacy policy may be found at https://epicard.io/privacy-policy/5. PROPRIETARY RIGHTS

5.1 Restrictions. Except and only to the extent expressly specified in this EULA, the User shall not (a)

use any Confidential Information to create any software, content or documentation that is similar to

any Licensed Product, (b) disassemble, decompile, reverse-engineer or otherwise try to discover any

source code or underlying structures, ideas or algorithms of the Licensed Products or encryption for

the Content (except and only to the extent these restrictions are expressly prohibited by applicable

statutory law) to achieve interoperability, if the Licensor does not offer the means to do so when

requested by the User, (c) encumber, lease, rent, loan, sublicense, transfer or distribute any Licensed

Product, (d) copy, adapt, merge, create derivative works of, translate, localise, port or otherwise

modify any Licensed Product, (e) use the Licensed Products in an automated process, (f) permit any

third party to engage in any of the foregoing proscribed acts. The User shall not use the Licensed

Products for the benefit of any third party (e.g., time-share or service bureau arrangement) without

Licensor’s prior written consent, at its discretion.

5.2 No Implied Licence. Except for the limited rights and licence expressly granted hereunder, no

other licence is granted, no other use is permitted and the Licensor shall retain all right, title and

interest in and to the Licensed Products (and all patent rights, copyright rights, logos and trademarks

reproduced in the Licensed Products, trade secret rights and all other intellectual property and

proprietary rights embodied therein), including without limitation all software used to provide the

Licensed Products, and this EULA does not grant the User any intellectual property rights in or to the

Licensed Products or any of their components.

5.3 Markings. The User shall not alter, obscure or remove any trademark, patent notice or other

proprietary or legal notice displayed by or contained in any of the Licensed Products or packaging.

5.4 Third Party Terms and Agreements. The Licensed Products may incorporate, operate with or

interface with software or other technology (“In-Licensed Code”) that is in-licensed from, and owned

by, third parties (“Third Party Licensors”). The User agrees that (a) it will use In-Licensed Code as an

integral part of the Licensed Products in accordance with this EULA and any other restrictions

specified in the applicable licence set forth or referenced in the Documentation, (b) no Third Party

Licensor makes any representation or warranty to the User concerning the In-Licensed Code or

Licensed Products, (c) no Third Party Licensor will have any obligation or liability to the User as a

result of this EULA or the User’s use of the In-Licensed Code or Licensed Products and (d) it will

comply with all applicable third party terms of agreement when using the Licensed Products.

6. WARRANTY DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED PRODUCTS

AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED PRODUCTS ARE

PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANYKIND. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED

PRODUCTS IS AT YOUR SOLE RISK. LICENSOR DOES NOT WARRANT THAT THE LICENSED

PRODUCTS OR SUPPORT SERVICES WILL MEET THE USER’S REQUIREMENTS, THAT THE

LICENSED PRODUCTS WILL HAVE INTEROPERABILITY WITH THE BUYER’S OR THE USER’S

HARDWARE OR THIRD-PARTY SOFTWARE OR THAT THEY WILL BE UNINTERRUPTED OR

ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR HEREBY

DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER

EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED

PRODUCTS AND SUPPORT SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE , OF

ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS

AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF

PERFORMANCE OR USAGE OF TRADE. IN THE EVENT OF ANY NON-PERFORMANCE OF THE

LICENSED PRODUCTS, THE USER IS REQUESTED TO NOTIFY THE LICENSOR AS SOON AS

POSSIBLE HOWEVER UNLESS OTHERWISE AGREED IN WRITING YOU ASSUME THE ENTIRE

COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. 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.

7. LIMITATION OF LIABILITY

7.1 THE LICENSOR’S LIABILITY IN RELATION TO THIS EULA AND THE LICENSED PRODUCTS

(WHETHER FOR ANY BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF

STATUTORY DUTY OR OTHERWISE) IS AS BETWEEN THE LICENSOR AND THE BUYER.

7.2 SUBJECT ALWAYS TO CLAUSE 7.14, THE LICENSOR SHALL NOT BE LIABLE TO THE USER

BY REASON OF ANY REPRESENTATION, OR ANY IMPLIED WARRANTY, CONDITION OR

OTHER TERM, OR ANY DUTY AT COMMON LAW OR UNDER STATUTE, OR UNDER THE

EXPRESS TERMS OF THIS EULA, FOR ANY DIRECT OR CONSEQUENTIAL LOSS OR DAMAGE

SUSTAINED BY THE USER (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, LOSS OF

DATA, BUSINESS INTERRUPTION, LOSS OF PROFIT OR INDIRECT OR SPECIAL LOSS),

COSTS, EXPENSES OR OTHER CLAIMS FOR CONSEQUENTIAL COMPENSATION

WHATSOEVER, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY

(CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES (AND WHETHER CAUSED BY THE NEGLIGENCE OF THE

LICENSOR, ITS SERVANTS OR AGENTS OR OTHERWISE) WHICH ARISE OUT OF OR IN

CONNECTION WITH THE SUPPLY OF THE LICENSED PRODUCTS. SOME JURISDICTIONS DO

NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR

CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.7.3 IN NO EVENT, SUBJECT ALWAYS TO CLAUSE 7.14, SHALL THE LICENSOR BE LIABLE FOR

ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES AS A RESULT OF ITS

PERFORMANCE, OR BREACH OF THIS EULA OR NEGLIGENCE OR OTHERWISE.

7.4 IN NO EVENT, SUBJECT ALWAYS TO CLAUSE 7.14, SHALL THE LICENSOR’S TOTAL

LIABILITY TO YOU FOR ALL DAMAGES (WHETHER DUE TO BREACH OF CONTRACT, TORT

(INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE) EXCEED THE

AMOUNT IT HAS CHARGED THE BUYER PER USER FOR PROVIDING THE LICENSED

PRODUCTS TO THE USER.

7.5 THE USER RECOGNISES AND AGREES THAT THE LICENSED PRODUCTS ARE A GENERIC

TRAINING TOOL AND NOT DESIGNED FOR MEDICAL ADVICE OR ANY SPECIFIC PATIENT OR

CASE FOR WHICH THE USER OR ANYONE ELSE IS RESPONSIBLE.

7.6 INFORMATION PROVIDED IN THE LICENSED PRODUCTS IS FOR INFORMATIONAL

PURPOSES ONLY. IT IS NOT INTENDED AS A SUBSTITUTE FOR ADVICE FROM MEDICAL

PROFESSIONALS.

7.7 THE INFORMATION PROVIDED BY THE LICENSED PRODUCTS IS NOT TO BE USED FOR

DIAGNOSING OR TREATING ANY HEALTH CONCERNS YOU MAY HAVE FOR YOU, YOUR

PATIENTS OR ANYONE ELSE.

7.8 THE USER SHOULD NOT, TAKE, OR REFRAIN FROM TAKING, ANY ACTION SOLELY ON THE

BASIS OF THE LICENSED PRODUCTS AND SHOULD TAKE SPECIALIST ADVICE BEFORE

TAKING OR REFRAINING FROM TAKING ANY ACTION ON THE BASIS OF THE TRAINING

PROVIDED BY THE LICENSED PRODUCTS.

7.9 THE LICENSOR DOES NOT ACCEPT ANY RESPONSIBILITY FOR DECISIONS TAKEN ON

THE BASIS OF THE LICENSED PRODUCTS.

7.10 THE USER IS RESPONSIBLE FOR ITS OWN TRAINING REQUIREMENTS AND FOR ITS

ACTS AND OMISSIONS GENERALLY.

7.11 THE LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL MEET THE

USER’S TRAINING REQUIREMENTS.

7.12 BEFORE ACCESSING THE PRODUCT, THE USER MUST ADVISE THE LICENSOR IN

WRITING OF ANY SPECIAL, LEGAL, ADMINISTRATIVE OR REGULATORY REQUIREMENTS

APPLYING TO THE USE OF THE LICENSED PRODUCTS IN THE TERRITORY FROM WHICH THE

BUYER IS TO ACCESS IT AND MUST ADVISE THE LICENSOR IMMEDIATELY OF ANY CHANGE

MADE IN SUCH REQUIREMENTS.7.13 THE USER SHALL BE RESPONSIBLE FOR COMPLYING WITH ANY LEGISLATION OR

REGULATIONS GOVERNING THE USE OF THE PRODUCT IN THE COUNTRY OF USAGE AS

WELL AS FOR THE PAYMENT OF ANY GOVERNMENT-IMPOSED FEES, TAXES OR DUTIES

THEREON.

7.14 Nothing in this EULA shall exclude or limit in any way the liability of the Licensor for fraud,

fraudulent misrepresentation, death or personal injury caused by its negligence or any other matter

which cannot be limited by law.

7.15 to the extent that you have any claim related to the use of the aPP, THE Licensor is responsible

for adDressing any such claims, which may include but are not limited to: (A) PRODUCT LIABILITY

CLAIMS; (B) ANY CLAIM THAT THE app FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR

REGULATORY REQUIREMENT; AND (C) CLAIMS ARISING UNDER CONSUMER PROTECTION,

PRIVACY, OR SIMILAR LEGISLATION.

8. Indemnification

8.1 The Licensor shall indemnify and hold harmless the User from any suit or proceeding or

threatened suit or proceeding brought against the User based on a claim or claims that the Licensed

Products provided by the Licensor infringes or constitutes wrongful use of any copyright, patent,

registered industrial design, trade-mark or trade secret right of any third party (a “Proprietary Right”

herein). The User shall notify the Licensor in writing of any such suit or proceeding or threatened suit

or proceeding promptly after the User first learns of such suit or proceeding or threatened suit or

proceeding. In the event of any claim of infringement or wrongful use of a Proprietary Right as

aforesaid, the Licensor may either defend or settle such claim in its sole discretion. The Licensor

agrees to pay such damages and costs awarded against the User or payable by the User pursuant to

a settlement agreement in connection with such suit or proceeding together with reasonable legal

fees of the User. The Licensor shall have complete control over any such suit or proceeding,

including, without limitation, the right to settle on behalf of the User or the Licensor on any terms the

Licensor deems desirable (in the sole exercise of its discretion); however, the Licensor shall give

notice to the User of all material stages involved in any such suit or proceeding. The User shall

provide, at the Licensor’s cost, such assistance and cooperation as the Licensor may reasonably

request from time to time in connection with the defence of any such suit or proceeding or threatened

suit or proceeding. The User shall have the right to be independently represented by counsel of its

own choice. If the User fails to notify the Licensor promptly of any such suit or proceeding or

threatened suit or proceeding, and that failure prejudices the Licensor’s ability to defend, settle or

respond to the suit or proceeding, then the Licensor’s obligation to defend or indemnify the User with

respect to that suit or proceeding will be reduced to the extent the Licensor has been prejudiced. In

addition, such failure to provide prompt notification shall relieve the Licensor of any obligation to

reimburse any fees incurred prior to notification.

8.2 If the use of the Licensed Products are substantially restricted as a result of such action, the

Licensor shall, at its option and expense:8.2.1 obtain for the Buyer the right to continue using the Product;

8.2.2 modify the Product so that it no longer infringes Proprietary Rights, provided that it

continues to operate, function and perform in substantially the same manner intended; or

8.2.3 terminate this EULA and return a proportion of the purchase price pro rata to the period

from the termination to the end of the Licence Period.

8.3 The Licensor shall have no liability hereunder for infringement claims based solely upon or due to

modifications or misuse by the User of the Licensed Products, which modifications or misuse cause or

contribute to the computer software infringement claimed.

8.4 The Licensor shall have no liability hereunder for any claims to the extent that they are due to any

acts or omissions of the Buyer or User.

8.5 In the event that any third party claim arises that the App infringes that third party’s intellectual

property rights, the Licensor shall be solely responsible for the investigation, defence, settlement and

discharge of any such claim as per this Clause 8.

9. TERM AND TERMINATION

9.1 Term. This EULA shall commence upon acceptance of this EULA and continue in effect until the

User has logged out of or exited the Licensed Products.

9.2 Termination. Without prejudice to any other rights, the Licensor may terminate this EULA and deny

access to the Licensed Products immediately if the User fails to comply with the terms and conditions

of this EULA.

9.3 Effects of Termination. Upon termination of this EULA for any reason, all rights, obligations and

licences of the Parties hereunder shall cease, except that (a) all obligations that accrued prior to the

effective date of termination (including without limitation, any payment obligation) and any remedies

for breach of this EULA shall survive any termination, (b) the provisions of Sections 2.3 (Limitations),

4 (Confidentiality), 5 (Proprietary Rights), 6 (Warranty Disclaimers), 7 (Limitation of Liability), 9.3

(Effects of Termination), and 10 (General Provisions) shall survive.

10. GENERAL PROVISIONS

10.1 This document constitutes the entirety of the agreement between the Parties. It supersedes any

prior representations which may have been made, whether orally or in writing. The terms of any

subsequent end user licence agreements may be subject to change and should be reviewed carefully.

10.2 This EULA is produced, construed and shall be governed by the Law of England and Wales and

the Parties, and each of them, agree to submit to the exclusive jurisdiction of the English Courts.10.3 All clauses, sub clauses and parts thereof shall be severable and shall be read and construed

independently. Should any part of this EULA be found invalid this will not affect the validity or

enforceability of any other provision or of the whole of this EULA.

10.4 All terms, conditions and covenants contained in this EULA shall bind the Parties and their heirs,

legal representatives, successors to title and permitted assignees.

10.5 The User may not sub-licence or transfer all or any of its rights and responsibilities under this

EULA. The Licensor may transfer all or any of its rights and/or obligations under this EULA at any time

upon prior notice to the Buyer.

10.6 Nothing in these terms and conditions shall incur any rights on a third party and no third party

may enforce any provision of this contract under the Contracts (rights of Third Parties) Act 1999 et

seq (UK).

10.7 The failure by either Party to enforce any provision of this EULA shall not be deemed a waiver or

limitation of that Party’s right to subsequently compel and require strict compliance with every

provision of this EULA.

10.8 Acknowledgment. The User acknowledges that (a) it has read and understands this EULA, (b)

this EULA has the same force and effect as a signed agreement, (c) Licensor may require

identification of the User before issuing this licence and (d) issuance of this licence does not

constitute general publication of the Licensed Products or any other Confidential Information.