End User License Agreement

This Application End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "You") and CORI², Inc. ("Company"). This Agreement governs your use of the CORI² (including all related documentation, the "Application"). The Application is licensed, not sold, to you.

BY USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU AUTHORIZED TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE APPLICATION AND DELETE IT FROM YOUR DEVICE.

License Grant

Subject to the terms of this Agreement, Company grants you a limited, non-exclusive and non-transferable license to download, install and use the Application for commercial use of CORI² provided to you by Company strictly in accordance with the Application's documentation and this Agreement.

License Restrictions

Licensee shall not:

a. copy the Application software, except as expressly permitted by this license;
b. modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application software;
c. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application software or any part thereof;
d. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the product, including any copy thereof;
e. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application software or any features or functionality of the Application software, to any third party for any reason, including by making the Application software available on a network where it is capable of being accessed by more than one device at any time; or
f. remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application software.

Reservation of Rights

You acknowledge and agree that the Application software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application software under this Agreement, or any other rights thereto other than to use the Application software in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Company reserves and shall retain its entire right, title and interest in and to the Application software and all derivatives thereof, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Collection and Use of Your Information

You acknowledge that when you download, install or use the Application software, Company may use automatic means (including, for example, cookies and web beacons) to collect information/data a about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing or using the Application software or certain of its features or functionality, and the Application software may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application software is subject to our Privacy Policy. By downloading, installing, using and providing information to or through this Application software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. Information that you provide to or receive from third parties, including without limitation patient users of Company’s application, using the Application shall be outside the scope of this Agreement and the Privacy Policy, and Company shall not be responsible for or have any liability with respect to the use or disclosure of information provided to or received from third parties.

Geographic Restrictions

The Content and Services are based in the state of Oregon in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

Use of Application SOFTWARE

You agree that the Application software is designed to be used solely by qualified and licensed health care providers in conjunction with a patient’s use of Company’s application. You warrant that you will not use, nor shall you permit, the Application software to be used except in accordance with this Agreement, the Application software documentation, and in treating or designing a treatment plan for a patient to help combat or relieve subjective tinnitus. Moreover, the Application software is not designed to and shall not be used as a substitute for professional medical judgment. END USER ACKNOWLEDGES THAT THE APPLICATION SOFTWARE IS NOT ERROR FREE. END USER AGREES THAT IT IS THE SOLE RESPONSIBILITY OF END USER TO IDENTIFY AND CORRECT ANY SUCH ERRORS AND INACCURACIES BEFORE USING OR RELYING ON THE CONTENT, RESULTS OR OUTPUT OF THE APPLICATION FOR ANY MEDICAL RELATED PURPOSES. IN ADDITION, CONTENT, RESULTS OR OUTPUT FROM THE APPLICATION SOFTWARE MAY BE PROVIDED TO END USER ONLY AS RECOMMENDATIONS FOR END USER’S CONSIDERATION AND EVALUATION IN LIGHT OF ALL OTHER AVAILABLE INFORMATION. END USER AGREES THAT COMPANY IS NOT PROVIDING MEDICAL ADVICE, AND THAT END USER WILL CONSULT WITH AND RELY EXCLUSIVELY ON ITS OWN MEDICAL JUDGMENT OR OTHER APPROPRIATE MEDICAL DIRECTION FOR REVIEW AND USE OF ANY AND ALL RESULTS OR OUTPUT OF THE APPLICATION. COMPANY ASSUMES NO RESPONSIBILITY FOR ANY OF THE FOREGOING.

Updates

Company may from time to time in its sole discretion develop and provide Application software updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:

a. the Application software will automatically download and install all available Updates; or
b. you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application software or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application software and be subject to all terms and conditions of this Agreement.

Third Party Materials

The Application software may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Term and Termination

a. The term of Agreement commences when you first use the Application software and will continue in effect until terminated by you or Company as set forth in this section.
b. You may terminate this Agreement by deleting the Application software and all copies thereof
c. Company may terminate this Agreement at any time without notice if it ceases to support the Application software, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms or conditions of this Agreement.
d. Upon termination (i) all rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of the Application software and delete all copies of the Application from your Device and account.
e. Termination will not limit any of Company's rights or remedies at law or in equity.

Disclaimer of Warranties

THE APPLICATION SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION SOFTWARE WILL: MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, CURE ANY MALADY, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SHOULD THE APPLICATION SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OR ALL NECESSARY SERVICING, REPAIR, CORRECTION OR REPLACEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

a. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, OR
b. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOUR WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSE TO ACT IN A REPRESENTATIVE CAPACITY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend and hold harmless Company and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application software or your breach of this Agreement. Furthermore, you agree that Company assumes no responsibility for the content you submit, create, transmit, or make available through this Application software.

Export Regulation

The Application software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Application software to, or make the Application software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the US.

US Government Rights

The Application software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Application Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oregon in each case located in Portland and Multnomah County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation of Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Entire Agreement

This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the Application software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application software.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

This Agreement governs your use of the CORI² (including all related documentation, the "Application software"). The Application software is licensed, not sold, to you.

BY USING THE APPLICATION SOFTWARE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU AUTHORIZED TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE APPLICATION SOFTWARE AND DELETE IT FROM YOUR DEVICE.

License Grant

Subject to the terms of this Agreement, Company grants you a limited, non-exclusive and non-transferable license to download, install and use the Application software commercial use of CORI² provided to you by Company strictly in accordance with the Application's software documentation and this Agreement.

License Restrictions

Licensee shall not:

a. copy the Application software, except as expressly permitted by this license;
b. modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application software;
c. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application software or any part thereof;
d. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application software, including any copy thereof;
e. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application software or any features or functionality of the Application software to any third party for any reason, including by making the Application software available on a network where it is capable of being accessed by more than one device at any time; or
f. remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application software .

Reservation of Rights

You acknowledge and agree that the Application software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application software under this Agreement, or any other rights thereto other than to use the Application software in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Company reserves and shall retain its entire right, title and interest in and to the Application and all derivatives thereof, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Collection and Use of Your Information

You acknowledge that when you download, install or use the Application software, Company may use automatic means (including, for example, cookies and web beacons) to collect information/data a about your use of the Application software. You also may be required to provide certain information about yourself as a condition to downloading, installing or using the Application software or certain of its features or functionality, and the Application software may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application software is subject to our Privacy Policy. By downloading, installing, using and providing information to or through this Application software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. Information that you provide to or receive from third parties, including without limitation patient users of Company’s application, using the Application software shall be outside the scope of this Agreement and the Privacy Policy, and Company shall not be responsible for or have any liability with respect to the use or disclosure of information provided to or received from third parties.

Geographic Restrictions

Use of Application

You agree that the Application is designed to be used solely by qualified and licensed health care providers. You warrant that you will not use, nor shall you permit, the Application to be used except in accordance with this Agreement, the Application software documentation, and in treating or designing a treatment plan for a patient to help combat or relieve subjective tinnitus. Moreover, the Application software is not designed to and shall not be used as a substitute for professional medical judgment. END USER ACKNOWLEDGES THAT THE APPLICATION SOFTWARE IS NOT ERROR FREE. END USER AGREES THAT IT IS THE SOLE RESPONSIBILITY OF END USER TO IDENTIFY AND CORRECT ANY SUCH ERRORS AND INACCURACIES BEFORE USING OR RELYING ON THE CONTENT, RESULTS OR OUTPUT OF THE APPLICATION SOFTWARE FOR ANY MEDICAL RELATED PURPOSES. IN ADDITION, CONTENT, RESULTS OR OUTPUT FROM THE APPLICATION SOFTWARE MAY BE PROVIDED TO END USER ONLY AS RECOMMENDATIONS FOR END USER’S CONSIDERATION AND EVALUATION IN LIGHT OF ALL OTHER AVAILABLE INFORMATION. END USER AGREES THAT COMPANY IS NOT PROVIDING MEDICAL ADVICE, AND THAT END USER WILL CONSULT WITH AND RELY EXCLUSIVELY ON ITS OWN MEDICAL JUDGMENT OR OTHER APPROPRIATE MEDICAL DIRECTION FOR REVIEW AND USE OF ANY AND ALL RESULTS OR OUTPUT OF THE APPLICATION SOFTWARE. COMPANY ASSUMES NO RESPONSIBILITY FOR ANY OF THE FOREGOING.

Updates

a. the Application software will automatically download and install all available Updates; or
b. you may receive notice of or be prompted to download and install available Updates.

Third Party Materials

Term and Termination

a. The term of Agreement commences when you first use the Application and will continue in effect until terminated by you or Company as set forth in this Section 9.
b. You may terminate this Agreement by deleting the Application and all copies thereof
c. Company may terminate this Agreement at any time without notice if it ceases to support the Application Software, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms or conditions of this Agreement.
d. Upon termination (i) all rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of the Application and delete all copies of the Application software from your Device and account.
e. Termination will not limit any of Company's rights or remedies at law or in equity.

Disclaimer of Warranties

THE APPLICATION SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL: MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, CURE ANY MALADY, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SHOULD THE APPLICATION PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OR ALL NECESSARY SERVICING, REPAIR, CORRECTION OR REPLACEMENT.

Limitation of Liability

Indemnification

Export Regulation

The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the US.

US Government Rights

The Application software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

Severability

Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oregon in each case located in the City of Portland and Multnomah County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation of Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Entire Agreement

This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.