Products End User License Agreement (EULA)

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. THIS AGREEMENT INCLUDES MANDATORY ARBITRATION AND CLASS ACTION WAIVER WHERE PERMITTED. BY CLICKING ON THE “I ACCEPT” BUTTON OR LINK, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “I DO NOT ACCEPT” BUTTON OR LINK OR EXIT THE SOFTWARE.

THIS EULA APPLIES TO ALL COMPANY SOFTWARE APPLICATIONS, CLOUD SERVICES, AI MODULES, FIRMWARE, AND HARDWARE DEVICES MARKETED UNDER COMPANY BRANDS INCLUDING DENTEACH™, PREPSCANNER™, CAGEVIEW™, IMANUS™, AND ANY SUCCESSORS.

PORTIONS OF THE SOFTWARE (DEFINED BELOW) INCLUDE THIRD PARTY SOFTWARE. ACKNOWLEDGMENTS, LICENSING TERMS AND DISCLAIMERS FOR SUCH THIRD PARTY SOFTWARE ARE AVAILABLE UPON REQUEST. THEIR RESPECTIVE TERMS GOVERN YOUR USE OF SUCH THIRD-PARTY SOFTWARE.

BY CLICKING “I ACCEPT,” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND ANY ADDITIONAL TERMS AND CONDITIONS OR FUTURE MODIFICATIONS.

NOW THEREFORE in consideration of the foregoing and the mutual promises, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree as follows:

1. SCOPE; INTENDED USE; MODULAR APPLICATION; ORDER OF PRECEDENCE
1.1 Scope. This Agreement governs your access to and use of: (a) the Company’s software applications and software components, including any mobile, desktop, or web applications and related documentation (“Software” or “App”); (b) any hosted, cloud-based, online, connected, or subscription features, including data hosting, processing, analytics, reporting, updates, support, and generation of outputs or results (“Services”); and (c) any Company hardware devices and embedded software/firmware, if provided (“Hardware” or “Device”).

1.2 Covered Products. This Agreement applies to all Company products, platforms, and modules, including those marketed under Company brands and product families (e.g., DenTeach™, PrepScanner™, CageView™, iManus™), and any successors, upgrades, or related offerings, unless the Company expressly provides separate terms for a specific product.

1.3 Modular Application. Certain terms apply only if you use the applicable component:
· Software/App Terms apply to all users who access or use the Software/App.
· Service/SaaS Terms apply if you use any Services features (including any SaaS-only plan).
· Hardware/Device Terms apply if you purchase, lease, receive, access, or use any Hardware/Device.

1.4 Intended Use. The Software, Services, Hardware, and any outputs, analytics, scoring, or generated results (“Results”) are intended for educational/training, research, operational, and/or administrative purposes unless the Company expressly agrees otherwise in writing.

1.5          Order of Precedence. If you (or your Subscribing Organization) have a signed order form, statement of work, purchase agreement, invoice terms, or other transaction agreement with the Company (“Transaction Agreement”), that Transaction Agreement governs pricing, plan details, warranty duration (if any), support, and commercial terms for the applicable product(s), and prevails only to the extent of a direct conflict with this Agreement.

2. PRODUCT-SPECIFIC TERMS; PLANS; ADDENDA
2.1 Product-Specific Terms. Certain products, plans, features, modules, and deployments may have product-specific terms, plan descriptions, technical limitations, and usage rules (“Product Terms”) provided in a Transaction Agreement, in-app plan description, onboarding materials, documentation, or an addendum to this Agreement.

2.2 Application. Product Terms apply only to the product(s), plan(s), or feature(s) they address.

2.3 Conflicts. If Product Terms conflict with this Agreement, the Product Terms control only for that specific product/plan/feature and only to the extent of the conflict. All other provisions of this Agreement remain in effect.

2.4 Future Products. The Company may introduce new products or modules that are governed by this Agreement, with additional Product Terms where necessary.

3. DEFINITIONS
3.1 Definitions. The following terms, wherever used in this Agreement, shall have the respective meanings set forth below:
“Agreement” means this End User Licence Agreement and all of the schedules and appendices attached hereto, and any additional terms, conditions or future modifications as described herein.
“App” means any Company application(s) (mobile/desktop/web) used to access the Software and/or Services, including updates.
“Device” means any Company-branded or Company-supplied hardware unit(s), including embedded firmware/software, accessories shipped with it, and replacement units.
“Canada’s Anti-Spam Legislation” means an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act, as amended.
“Company” means Tactile Robotics Ltd. and, where applicable, its affiliates, directors, officers, employees, and authorized contractors acting on its behalf solely in connection with the Software, Hardware, and Services. For clarity, “Company” does not include customers, end users, partners, resellers, or other third parties unless expressly stated.
“Confidential Information” means any and all information, whether disclosed in writing, electronically, orally, in machine readable form or otherwise, of any nature and in any form, and whether or not specifically marked as confidential, including but not limited to, the terms and agreements contained in this Agreement, the information gathered by inspection or heard by the Licensee from an inspection of any property, activities or facilities of the Company, the Software,  business plans, business strategies, research and development plans, marketing plans, pricing information and any other technical, engineering, manufacturing, product, servicing, personnel, business or financial information, which is provided, developed, made available or disclosed by the Company to the Licensee, or that the Licensee prepares that contain or otherwise reflect a review of any of the information referred to in this Section.
“Content Licence” has the meaning assigned to it in Section 4.2(b).
“Defaulting Party” has the meaning assigned to it in Section 10.2(c).
“Hardware” means any hardware device, accessory, sensor, or equipment designed, supplied, or authorized by the Company for use with the Software and/or Services, including any embedded firmware/software.
“Software” means the Company’s software applications, platforms, modules, and components (including mobile/desktop/web applications), together with related documentation, updates, and embedded software/firmware, that the Company makes available under this Agreement.
“Intellectual Property” means any and all rights in and in relation to any intellectual and industrial property of every nature, under the laws of any country, whether registered or unregistered, including without limitation, improvements, modifications, developments, trade secrets, proprietary information, know-how, derivative works, copyrights, moral rights, databases, data structures, database designs, screenshots, database indices, modules, objects, classes, packages, in-line comments, user interfaces, design documents, test plans and scripts, computer programs, applications and software (whether in source, object code or executable formats) and related documentation and manuals, literary and/or artistic works, compositions, compilations, diagrams, designs, domain names, patents (including without limitation, divisions, reissues, substitutions, prolongations, continuations, re-examinations, continuations in part, renewals, modifications and extensions thereof), trademarks, trade dress, rights under registered user agreements, trade names, corporate names, business names, social media handles, hashtags, keywords and other trademark and service mark rights and goodwill, industrial designs, models and utility models, prototypes, inventions, ideas, data, suggestions,  conceptions, formulations, compounds, methods, discoveries, processes, compositions, research data and results, project plans, notes, testing materials, logs,  drawings, information, findings, results, technologies, materials, formulae, specifications and architecture, data, techniques, instructions, manuals, records, look and feel, integrated circuit topography, studies, blueprints, packaging, reports, files, samples, photographs, graphs, graphics, text files, websites (including all of the related web pages, content, software, information, photographs, images, illustrations, audio clips, video clips, data, code, graphics, text files, icons, titles, objects, concepts, artwork, animations, text, sounds, audio-visual effects, methods of operation and the look and feel of the content and information), drawings, interfaces, screen display, audio visual display or presentation, algorithms, documentation and media, and procedures, in whatever form or medium, including:
  (A) the benefit of all registrations and applications to register as well as all rights to apply for registration of any of the foregoing items and all rights in the nature of any of the foregoing items, each for their full term (including any extensions or renewals thereof);
(B) any other statutory protection of whatever kind;
(C) all such other rights which may be recognized under law, equity, contract or otherwise, to protect technical or other creative contributions or expressions;
(D) confidential information, know-how and trade secrets;
(E) all priority rights derived from any of the foregoing items and all rights in the nature of any of the foregoing items for any and all countries in the world; and
(F)  all rights to sue for infringement, misappropriation and/or violation of any of the foregoing items and all rights in the nature of any of the foregoing items, whether arising prior to or subsequent to the date of this Agreement.
“Licence” has the meaning assigned to it in Section 4.2(a).
“Licensee” means a person who uses and accesses the Software and/or the Results in any manner.  Such a person is also referred to in this Agreement as “you”.
“Licensee Content” means any data and information distributed or submitted electronically or otherwise by you via the Software, including but not limited to, data, images, videos, livestream videos, course rubrics, data about student work, performance data, motion data and account information.
“Marketplace” means a third-party app store or distribution platform (including Apple App Store, Google Play, or Microsoft Store) from which you may obtain or download the App.
Marketplace Terms. If you access or download the App from a Marketplace, you acknowledge that: (a) this Agreement is between you and the Company, not the Marketplace; (b) the Marketplace has no obligation to provide any maintenance or support services for the App; (c) the Company is solely responsible for the App and any claims relating to the App (including product liability, intellectual property infringement, or consumer protection claims), subject to the limitations in this Agreement; and (d) your use of the App may also be subject to the Marketplace’s applicable terms and policies, including payment and refund terms, which will control in the event of a conflict regarding Marketplace transactions. To the extent required by a Marketplace’s terms, the Marketplace is a third-party beneficiary of this section and may enforce it against you.
“Non-Defaulting Party” has the meaning assigned to it in Section 10.2(c).
“Requirements” has the meaning assigned to it in Section 7.3.
“Results” means any and all results, reports, grades, feedback, key performance indicators, progress reports and learning curve analysis, virtual-reality based renderings and recommendations based on the Licensee Content, user data, analytics and/or user data results based on the Licensee Content that the Company provides to the Licensee.
“Results Licence” has the meaning assigned to it in Section 4.2(c).
“Subscribing Organization” has the meaning assigned to it in Section 2.1.
“Subscription Fee” has the meaning assigned to it in Section 3.1.
“Term” has the meaning assigned to it in Section 10.1.
“Territory” means worldwide.
“Account” means an account, login, user profile, credentials, or other access mechanism issued or permitted by the Company (or a Subscribing Organization, where applicable) that enables access to and use of the Services.
“Authorized User” means any individual (including employees, faculty, students, contractors, or other personnel) who is authorized by the Licensee and/or a Subscribing Organization to access and use the Services under this Agreement, and who accesses the Services using an Account or other authorized access method.
“Documentation” means the user guides, manuals, technical documentation, training materials, specifications, release notes, and other written or electronic materials that the Company makes available for use with the Software, Hardware, or Services, as may be updated from time to time.
“Services” means the Company’s hosted, cloud-based, and/or related services provided in connection with the Software and/or Hardware, including (as applicable) account administration, data hosting and storage, processing, generation of Results, analytics, reporting, updates, maintenance, support, diagnostics, and other features or services made available by the Company under this Agreement or an applicable transaction agreement.

4. SUBSCRIBING ORGANIZATION
4.1 Subscribing Organization. If you are registering or using the Software on behalf of, or in connection with, your employment or engagement with a company, entity or organization (collectively, the “Subscribing Organization”), you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such Subscribing Organization to the terms and conditions of this Agreement, and you hereby do agree to be bound by the terms and conditions of this Agreement on behalf of such Subscribing Organization. In such a case, references to “you” and/or the “Licensee” in this Agreement shall be construed to mean you, the Subscribing Organization, and any other individual that uses the Software on the Subscribing Organization’s behalf or in connection with their employment with or engagement by such Subscribing Organization. To the extent your Subscribing Organization has a separate transaction agreement with the Company, that agreement will define the order of precedence between the terms of this Agreement and that separate transaction agreement with respect to such Subscribing Organization, provided that you remain individually bound by the terms and conditions of this Agreement with respect to your use of the Software.

5. HARDWARE / DEVICE TERMS (APPLIES ONLY IF YOU USE OR RECEIVE HARDWARE)
5.1 Delivery; Acceptance. Hardware is deemed accepted upon the earlier of: (a) installation/first use; (b) ten (10) days after delivery; or (c) written acceptance. The Licensee must notify the Company in writing of any shipping damage or material nonconformity within ten (10) days after delivery (or such shorter period required by the carrier), otherwise the Hardware will be deemed accepted.

5.2 Risk of Loss; Shipping. Risk of loss or damage transfers to the Licensee upon delivery to the carrier (if shipped by the Company) or upon pickup (if collected by the Licensee), except where prohibited by applicable law.

5.3 Title. Unless expressly stated otherwise in a written transaction agreement, title to purchased Hardware transfers upon full payment.

5.4 Hardware Warranty (Limited). Unless a different warranty (including duration, scope, exclusions, or remedies) is stated in a Transaction Agreement or Product Terms for the applicable Hardware, the Company warrants that the Hardware will be free from material defects in materials and workmanship under normal intended use for twelve (12) months from the date of delivery (“Hardware Warranty”). The Company’s sole obligation and the Licensee’s exclusive remedy for a valid Hardware Warranty claim is, at the Company’s option, to: (a) repair the Hardware; (b) replace the Hardware (new or refurbished); or (c) refund the amounts paid for the affected Hardware unit if repair or replacement is not commercially reasonable.

Exclusions/Voiding. The Hardware Warranty does not apply and is void if the Hardware is modified, opened, repaired, or serviced by anyone other than the Company or its authorized representative; used with non-approved accessories/components; damaged by misuse, accident, drops, liquids, power surges, improper storage, or environmental conditions; used outside the Documentation; or used after required maintenance/calibration is ignored.
Software/Services Disclaimer. Except as expressly stated in a Transaction Agreement, the Software/Services are provided “as is” and “as available,” and the Company disclaims all warranties to the maximum extent permitted by law.

5.5 RMA Process. To obtain warranty service, the Licensee must request an RMA and follow Company instructions. The Licensee is responsible for properly packaging the Hardware. Unless prohibited by law, the Company may require the Licensee to pay shipping to the Company; the Company pays return shipping for validated warranty claims.

5.6 Consumables; Third-Party Items. Consumables and third-party components are not covered except as expressly stated.

5.7 Safety; Intended Use. The Licensee is responsible for ensuring operators are trained and use the Hardware safely and in accordance with Documentation and applicable laws. The Company is not responsible for use outside intended educational/training workflows (or outside expressly authorized clinical workflows, if any).

6. FEES
6.1 Fees & Payment.  Fees are as set out in an order form, invoice, checkout page, or separate written agreement. Unless prohibited by law or expressly stated in writing, fees are non-refundable. The Company may change fees only for renewal terms or new orders, and will provide at least 30 days’ notice (email or in-app notice) before a renewal fee change takes effect. Taxes are the Licensee’s responsibility except taxes on the Company’s net income. For clarity, the Services may be provided on a SaaS-only basis without Hardware, or in combination with Hardware, as specified in an order form, invoice, checkout page, or transaction agreement.

7. SERVICE PROVISIONING
7.1 Delivery.  Subject to the terms and conditions of this Agreement:
(a) the Company will host the Software on its servers for access and reasonable use by the Licensee; and
(b) the Company shall, from time to time and at its sole discretion, provide the Results to the Licensee.

7.2          Licences.

• Licence to the Software. Subject to the terms and conditions of this Agreement (including payment of applicable fees), the Company grants to the Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence, during the Term, to access and use the Software and Documentation solely for the Licensee’s internal educational, training, evaluation, and administrative purposes in connection with the Services, and only in accordance with the Documentation and this Agreement. All rights not expressly granted are reserved by the Company and its licensors.

• Licensee Content Licence (Content Licence). The Licensee retains ownership of Licensee Content, subject to the licences granted in this Agreement. Subject to the terms and conditions of this Agreement, the Licensee grants to the Company a worldwide, non-exclusive, royalty-free, fully paid licence to access, host, store, transmit, reproduce, process, display, and otherwise use Licensee Content only to the extent reasonably necessary to:

(i) provide, operate, secure, support, and maintain the Services and the App;
(ii) generate Results and enable features and functionality requested by the Licensee or its Subscribing Organization;
(iii) prevent abuse, detect and respond to security incidents, enforce this Agreement, and protect the integrity of the Services; and
(iv) comply with applicable law and lawful requests.

Controller Responsibilities. The Licensee (or Subscribing Organization) is responsible for obtaining all required rights, permissions, and consents to submit Licensee Content to the Services and for ensuring the Licensee Content complies with applicable privacy and data protection laws.

• Results Licence (Results Licence).

• “Results” are outputs generated by the Services from Licensee Content. Ownership. As between the parties, the Licensee owns Results as output content, subject to any third-party rights in Licensee Content.

Company retained rights. For clarity, the Company retains all rights in and to the Services and underlying technology, including without limitation: the Software, Hardware, firmware, Documentation, interfaces, algorithms, grading methods, scoring logic, templates/rubrics supplied by the Company, analytics, and all know-how used to generate Results. Limited licence-back to operate the Services. The Licensee grants the Company a limited, worldwide, non-exclusive, royalty-free licence to use Results (the “Results Licence”) only as necessary to:

(i) provide, operate, secure, support, and maintain the Services;

(ii) troubleshoot, provide customer support, and verify system performance;

(iii) improve and develop the Services using de-identified and/or aggregated Results where reasonably feasible; and

(iv) comply with applicable law and lawful requests.

Sublicensing. The Company may grant sublicences under the Results Licence solely to its affiliates and service providers assisting in providing the Services, and solely to the extent necessary for those purposes.

De-identified / Aggregated use; no marketing of identifiable Results. Where reasonably feasible, the Company may use Results in de-identified and/or aggregated form for internal analytics, quality assurance, product improvement, and service reliability. The Company will not use identifiable Results in public marketing materials, public case studies, or publications without the prior written consent of the Licensee or the applicable Subscribing Organization/controller (as applicable).

7.3 Privacy; Data Handling (Applies If You Use Any Service Features)

• (a) Privacy Policy. The Company’s Privacy Policy, as made available within the App and/or on the Company’s website, is incorporated by reference and forms part of this Agreement.

• (b) As between the parties, the Licensee (or Subscribing Organization) acts as the controller of Licensee Content containing personal information (including, where applicable, education records, research data, and/or health-related information), and the Company acts as a service provider/processor to host, process, and generate Results solely for the purposes described in this Agreement and the applicable Product Terms.

• (c) Customer Responsibilities. The Licensee is responsible for (i) obtaining all necessary rights, permissions, and consents to provide Licensee Content to the Services; (ii) ensuring Licensee Content is accurate and lawfully collected; and (iii) configuring access controls and Authorized Users appropriately.

• (d) The Company will implement reasonable administrative, technical, and physical safeguards designed to protect Licensee Content against unauthorized access, use, alteration, and disclosure. The Licensee acknowledges no method of transmission or storage is 100% secure.

• (e) Retention; Export; Deletion. Upon termination of the Services (or upon written request, where practicable), the Company will provide a reasonable opportunity to export Licensee Content and Results using available export features. After that, the Company may delete Licensee Content and Results from active systems within a commercially reasonable period, except where retention is required by law or for legitimate business purposes (e.g., security, dispute resolution, or backups for limited time).

• (f) Subprocessors; Transfers. The Licensee acknowledges the Company may use third-party hosting and service providers (subprocessors) to deliver the Services, and Licensee Content may be processed or stored in jurisdictions different from the Licensee’s location, subject to the Company’s applicable safeguards and Privacy Policy.

• (g) De-identified / Aggregated Use. Where reasonably feasible, the Company may use de-identified and/or aggregated data derived from Licensee Content or Results for internal analytics, service reliability, product improvement, and quality assurance, and will not use identifiable Results or identifiable data in public marketing materials, public case studies, or publications without prior written consent of the Licensee or the applicable Subscribing Organization/controller (as applicable).

• (h) Incident Response. The Company will maintain reasonable measures designed to detect, respond to, and mitigate security incidents affecting the Services. To the extent required by applicable law, the Company will provide notice of a confirmed breach of security involving personal information.

7.4            Restrictions. 
Except as expressly permitted by this Agreement or by the Company in writing, the Licensee shall not, and shall not permit any Authorized User or third party to:

• Copy / Modify / Derivative Works. copy, reproduce, duplicate, modify, enhance, translate, adapt, arrange, create derivative works from, or otherwise alter the Software, Documentation, or any part of the Services;

• Reverse Engineering. reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Software or Services, except to the limited extent that such restrictions are prohibited by applicable law;

• Circumvention / Security. circumvent, disable, bypass, or interfere with any security feature, access control, authentication mechanism, usage limit, or technical restriction of the Services, or attempt to gain unauthorized access to the Services, accounts, systems, networks, or data;

• Credential Sharing / Unauthorized Access. share credentials, allow simultaneous use of a single Account by multiple individuals (except where explicitly supported by the Software’s user management features), impersonate another person, or permit any unauthorized person to access or use the Services;

• Competitive Use; Benchmarking; Model Training. access or use the Services to build, develop, test, train, benchmark, validate, or improve any product, service, dataset, model, or algorithm that competes with the Company or the Services, including using the Services or any Results/Licensee Content to train machine learning or AI models for competitive purposes, or publishing benchmark tests or comparative analyses without the Company’s prior written consent;

• Scraping / Bulk Extraction. scrape, harvest, extract, index, mine, or otherwise collect any data, Results, Licensee Content, or metadata from the Services in bulk or through automated means, except through documented export features or APIs authorized by the Company;

• Unlawful / Harmful Use. use the Services in a manner that is unlawful, infringing, deceptive, harmful, or violates any third-party rights (including privacy, publicity, confidentiality, or intellectual property rights), or upload/transmit malware, spyware, or other malicious code;

• interfere with, disrupt, damage, overload, or degrade the Services or the Company’s infrastructure, including by denial-of-service attacks, automated traffic generation, probing, scanning, or penetration testing without the Company’s prior written authorization;

• Proprietary Notices. remove, alter, obscure, or disable any proprietary notices, branding, trademarks, copyright notices, or other identifiers in the Software, Documentation, Services, Hardware, or Results (to the extent such notices are included by the Company);

• Unauthorized Transfer. sell, resell, rent, lease, lend, distribute, transfer, sublicense, assign, time-share, provide as a service bureau, or otherwise make the Services available to any third party, except as expressly permitted under an Order Form or Subscribing Organization agreement;

• Hardware Restrictions. modify, open, repair, tamper with, or otherwise alter the Hardware (including firmware) or use the Hardware with non-approved accessories, components, or software, except as expressly authorized by the Company in writing; and

• Circumvent Payment / License Controls. use the Services to avoid fees, bypass subscription controls, exceed authorized seat/user limits, or otherwise use the Services beyond the scope purchased or permitted.

7.5 Proprietary Rights / Intellectual Property

• Company IP. As between the parties, the Company (and/or its licensors) retains and shall at all times own all right, title, and interest, including all Intellectual Property rights, in and to the Services and all Company materials, including without limitation: the Software, Hardware, firmware, Documentation, user interfaces, designs, workflows, algorithms, models, scoring and grading methods, templates/rubrics supplied by the Company, analytics logic, calibration methods, reports formats, and all improvements, updates, enhancements, modifications, derivative works, inventions, discoveries, and developments related thereto (collectively, “Company IP”). Nothing in this Agreement transfers any ownership of Company IP to the Licensee.

• Licensee Content; Limited Rights. The Licensee retains ownership of Licensee Content and Results as output content, subject to the licences granted under Licensee Content Licence and Results Licence in the LICENCES section and subject to any third-party rights in Licensee Content. Except for those limited licences, the Company does not claim ownership in Licensee Content or Results.

• If the Licensee or any Authorized User provides any suggestions, ideas, enhancement requests, feedback, or other input relating to the Services (“Feedback”), the Licensee grants the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable right and licence to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, without restriction and without any obligation to provide compensation, attribution, or accounting.

• Improvements and Collaborative Developments — Sole Ownership by the Company. To the fullest extent permitted by law, any improvements, modifications, enhancements, updates, customizations, configurations, integrations, derivative works, inventions, discoveries, works of authorship, or other developments that relate to the Services or Company IP, and that are conceived, created, reduced to practice, authored, or delivered by or on behalf of the Company—including those developed in collaboration with customers, partners, clinicians, universities, advisors, contractors, or other third parties (collectively, “Improvements”)—shall be the sole and exclusive property of the Company. For clarity, no joint ownership is created unless the parties expressly agree otherwise in a separate written agreement signed by the Company.

• Assignment; Further Assurances. To the extent that any right, title, or interest in Improvements or Company IP may vest in the Licensee or any of its personnel by operation of law, the Licensee hereby irrevocably assigns (and shall cause its personnel to assign) all such rights to the Company without additional compensation, and shall execute (and shall cause its personnel to execute) all documents and take all actions reasonably requested by the Company to perfect, register, or enforce such rights. If the Licensee fails to execute such documents within a reasonable time after request, the Licensee hereby appoints the Company as its attorney-in-fact solely for the purpose of executing such documents on the Licensee’s behalf.

• DenTeach™, PrepScanner™, Tactile Robotics™, and all related names, logos, and marks are trademarks of the Company. Except for the limited right to use the Services in accordance with this Agreement, no licence or right is granted to the Licensee to use any Company trademarks without the Company’s prior written consent.

• Reservation of Rights. All rights not expressly granted to the Licensee in this Agreement are reserved by the Company and its licensors.

8.  ACKNOWLEDGEMENTS & COVENANTS

8.1 Acknowledgements. The parties agree that:

• The Licensee agrees and acknowledges the validity of the Software. The Licensee shall not use or modify the Software in any manner likely to negate, impair or dilute any of the rights of the Company. The Licensee shall not, either during the Term or at any time thereafter, contest or dispute or assist another in contesting or disputing, directly or indirectly, the validity, ownership, control or enforceability of any of the Company’s right, title and interest in and to the Software and/or the Confidential Information, and all Intellectual Property relating thereto.

• The Licensee agrees that it shall not at any time file any Intellectual Property, secure and/or register any Intellectual Property or maintain any Intellectual Property relating to or arising out of the Software and/or the Confidential Information, or any Intellectual Property relating thereto.

• The Licensee shall not, to the extent legally enforceable, file any action to challenge or raise any question or objection, or cause to be filed any such action or cause to be raised any such question or objection, to the validity, enforceability, registration or patentability of the Software or the Confidential Information, or any Intellectual Property relating thereto, on any grounds whatsoever.

• The Licensee shall provide to the Company all such access, assistance and co-operation as is reasonably requested by the Company in order to facilitate the performance by the Company of its obligations hereunder.

• The Licensee shall access and use the Software in a careful and prudent manner in accordance with this Agreement.

• The Licensee shall (a) comply with all laws and directions of the Company regarding the access and use of the Software; (b) not, nor shall the Licensee permit any person, other than the Company’s authorized representatives, to modify, disassemble, perform maintenance on, service or attempt any repair or adjustment to the Software.

• The Licensee agrees to assume the full risk for loss or damage to the Software, however caused, except if caused by the negligent act or omission of the Company.

• The Licensee shall keep the Software and the Confidential Information free and clear of any liens or other encumbrances.

8.2 Service Level. You shall ensure that your systems include reasonable attacker defences and security measures. Your systems shall be configured with reasonable security measures related to data theft (through SSL encryption) and unauthorized network access from other unlicensed computers within your end users.

8.3 Licensee Costs.  The Licensee shall be solely responsible for:
(a) the cost of all necessary servicing, repair or correction of problems caused by viruses or other harmful components, unless such viruses or other harmful components are the direct result of the Company’s negligence or wilful conduct; and
(b) the cost of acquiring, installing, operating, servicing, maintaining and updating all equipment, computers, software and communication services not owned or operated by or on behalf of the Company that allows the Licensee to access and use the Software.

8.4 Availability. The Licensee acknowledges and agrees that the operation and availability of the systems used for accessing, using and interacting with the Software, the Results and/or the Licensee Content, including the public telephone, computer networks and the Internet, or to transmit information whether or not supplied by you or the Company, can be unpredictable and may, from time to time, interfere with or prevent the access, the use and/or the operation of the Software, the Results and/or the Licensee Content. The Licensee acknowledges and agrees that the bandwidth and servers provided by the Company are not guaranteed and the Licensee agrees not to use an unreasonable amount of bandwidth or unreasonably burden the Company’s servers. The Company is not responsible for any outages at your premises, including internal network, local infrastructure or facilities, unless directly attributable to the Company’s negligence or wilful conduct. In the event viruses are detected in your local client environment managed by the Company, the Company may be required to secure the systems by denying access to infected users. If the virus infection is traced back to you, you will be invoiced for remedying the virus. The Licensee acknowledges and agrees that the Results may not be available at all times and may contain inaccuracies.

8.5 Removal/Suspension. The Company may remove, disable access to, or restrict Licensee Content or Results only where reasonably necessary to:
(a) comply with law or lawful requests;
(b) protect security, integrity, or availability of the Services;
(c) enforce this Agreement or prevent abuse; or
(d) address a credible risk of infringement or harm.

Where practicable, the Company will provide reasonable notice and an opportunity to export data. Licensee remains responsible for maintaining backups.
Liability: The Company is not liable for removal required by law or caused by Licensee’s breach, but this section does not limit liability that cannot be limited under applicable law.

8.6 Representations & Warranties. When the Licensee distributes or submits the Licensee Content on or through the Software, the Licensee represents and warrants: (1) that the Licensee owns or otherwise controls all of the rights, including moral rights and Intellectual Property rights, to the Licensee Content; (2) that the Licensee can grant or has obtained all rights and consents that are necessary for the Licensee to grant any rights and licences described in this Agreement and relating to the Licensee Content to the Company, including the Content Licence; (3) that the Licensee Content is accurate and is original to the Licensee and that no other party has any rights thereto; (4) that any and all access, use, submission, modification, transmission, creation of derivative works, adaptation, translation, hosting, bundling, arrangement, distribution and full exploitation of the Licensee Content will not infringe the rights of any third party and will not otherwise cause injury to any person or entity; and (5) that the Licensee will immediately notify the Company of any Licensee Content that does not comply with this Agreement or may infringe the rights of a third party or third parties.

9. CONFIDENTIALITY
9.1 Confidentiality.  The parties acknowledge that it shall be necessary for the Company to disclose or make available to the Licensee the Confidential Information. The Confidential Information shall remain the sole exclusive property of the Company. Both during and after the termination or expiration of this Agreement, the Licensee:
(a) covenants to keep the Confidential Information strictly confidential;
(b) shall make no further use of the Confidential Information upon the return or the destruction of the Confidential Information;
(c) shall not nor will it assist any other person, directly or indirectly, at any time, to (1) use for itself or others, or divulge to others, the Confidential Information; nor (2) use, publish or sell for its own purposes or for any purpose, other than to carry out its obligations under this Agreement, the Confidential Information;
(d) shall take all steps and do all things necessary to preserve the value, confidential nature and proprietary nature of the Confidential Information;
(e) shall immediately notify the Company of any use, disclosure, transfer or transmission of the Confidential Information or any part thereof which is not in accordance with the terms of this Agreement;
(f) may make the Confidential Information available to its agents, contractors or employees having a need to know such information solely for the purposes described in this Agreement and only to the extent necessary for such agents, contractors or employees. Prior to making any such disclosure, the Licensee shall provide to the Company a listing of all persons receiving the Confidential Information and shall cause all such agents, contractors or employees to execute non-disclosure agreements or other agreements containing substantially similar terms and conditions to those contained in this Agreement;
(g) acknowledges and agrees that, save and except for the purpose of discharging its obligations pursuant to this Agreement and save and except as provided for in this Agreement, it has no right whatsoever to any of the Confidential Information; and
(h) shall take all reasonable steps to prevent the accidental or intentional disclosure of the Confidential Information to third parties and shall comply with any reasonable request of the Company with regard to the safeguarding of the Confidential Information.

9.2 Exclusions. Information shall not be considered to be Confidential Information if it:
(a) becomes publicly available through no fault of the recipient;
(b) at the time communicated by the disclosing party as Confidential Information, was already in the possession of the recipient;
(c) is lawfully received from a third party having the right to disclose the Confidential Information without restriction; or
(d) has been independently developed without access to or use of any Confidential Information.

9.3 Requirements. If the Licensee becomes compelled to disclose any Confidential Information pursuant to law, regulation or a lawful order or process (collectively, the “Requirements”), the Licensee shall provide the Company with prompt notice of any such Requirement and shall cooperate with the Company in seeking to obtain any protective order or other arrangement pursuant to which the Confidential Information is preserved. If such an order or arrangement is not obtained, the Licensee shall disclose only that portion of the Confidential Information as is required pursuant to such Requirement. Any such required disclosure shall not, in and of itself, change the status of the disclosed information as Confidential Information under the terms of this Agreement.

10. INFRINGEMENT
10.1 Infringement.  The parties agree that:

(a) The Licensee and the Company shall promptly notify each other in writing of any conflicting use, act of infringement or appropriation that comes to their attention regarding the Software, the Results, the Confidential Information and/or the Licensee Content, and all Intellectual Property relating thereto, and shall provide any evidence relating to same which is reasonably available.
(b) In such cases where it is alleged that a third party is infringing the Intellectual Property rights of the Company, the Company shall have the sole right, but not the obligation, at the Company’s sole cost and expense, (i) to bring an action for infringement against the alleged infringer or to take steps as it may deem necessary in order to terminate such conflict, infringement or appropriation; or (ii) to investigate, defend, litigate and settle any such complaint. The Company may in its sole discretion settle any action or complaint as it sees fit.  Any damages or sums recovered by the Company in such action or complaint or any settlement thereof shall be retained by the Company. The Licensee shall not at any time settle any such action or complaint without first obtaining the written consent of the Company.
(c) The Licensee shall cooperate fully with and assist the Company to the fullest extent possible on any such action or step and in the event of any such complaint and execute such documents and do such other acts and things as in the opinion of the Company may be necessary, including to testify when requested by the Company, and to make available any records, papers, information, specimens, and the like.

11. LIMITATIONS AND DISCLAIMERS
11.1 Disclaimers & Limitation of Liability. The parties agree that:
(a) THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO THE LICENSEE, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MIGHT NOT APPLY TO THE LICENSEE, AND THE LICENSEE MIGHT HAVE ADDITIONAL RIGHTS.

(b) THE LICENSEE AGREES THAT THE SOFTWARE, THE RESULTS AND THE CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO, ARE PROVIDED BY the Company ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE LICENSEE FURTHER AGREES THAT THE LICENSEE’S ACCESS AND USE OF THE SOFTWARE, THE RESULTS AND THE CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO, SHALL BE AT THE LICENSEE’S SOLE RISK.

(c) TO THE FULLEST EXTENT PERMITTED BY LAW, the Company DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTEES AND/OR REPRESENTATIONS, EXPRESS, STATUTORY IMPLIED OR ARISING BY CUSTOM, COURSE OF DEALING OR TRADE USAGE, IN CONNECTION WITH THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND THE CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO, AND THE LICENSEE’S ACCESS TO AND USE THEREOF, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY, CONDITION, GUARANTEE AND/OR REPRESENTATION OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, PERFORMANCE, QUALITY, NON-INFRINGEMENT, SECURITY, ACCURACY, COMPLETENESS, SUITABILITY OR ANY IMPLIED WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

(d) the Company MAKES NO WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS ABOUT THE TRUTHFULNESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, OR THE AVAILABILITY, QUALITY, CHARACTERISTICS, LEGITIMACY, FUNCTIONALITY, SECURITY OR SAFETY OF ANY OF THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, AND the Company ASSUMES NO LIABILITY OR RESPONSIBILITY THEREOF.

(e) the Company ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE LICENSEE’S ACCESS TO AND USE OF THE SOFTWARE, THE RESULTS AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO; (B) ANY UNAUTHORIZED ACCESS TO AND USE OF the Company’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE OR THE RESULTS; (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE AND/OR THE RESULTS BY ANY THIRD PARTY; AND/OR (E) ANY ERRORS OR OMISSIONS CONTAINED IN THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, AND/OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE ACCESS TO OR USE OF THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND/OR CONFIDENTIAL INFORMATION, AND ALL INTELLECTUAL PROPERTY RELATING THERETO.

(f) IN NO EVENT SHALL the Company BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO (I) THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, AND (2) THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS, BUSINESS INTERRUPTION, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION AND/OR GOODWILL, ANTICIPATED OR OTHERWISE, AND/OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY the Company OR ANY PERSON FOR WHOM the Company IS RESPONSIBLE, AND EVEN IF the Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED.  IN THOSE JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, THE LIABILITY OF the Company SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. 

(g) THE LICENSEE HAS SOLE RESPONSIBILITY FOR ANY DECISIONS THE LICENSEE MAKES BASED ON INFORMATION CONTAINED IN THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND/OR THE CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO. 

(h) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSEE ACKNOWLEDGES AND AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH the Company IS TO STOP USING THE SOFTWARE AND THE RESULTS. 

(i) the Company WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THE LICENSEE OR ANY THIRD PARTY MAY SUFFER AS A RESULT OF THE TRANSMISSION, STORAGE OR RECEIPT OF THE RESULTS AND CONFIDENTIAL OR PROPRIETARY INFORMATION THAT THE LICENSEE MAKES OR THAT THE LICENSEE EXPRESSLY OR IMPLICITLY AUTHORIZES the Company TO MAKE, OR FOR ANY ERRORS OR ANY CHANGES MADE TO ANY TRANSMITTED, STORED OR RECEIVED INFORMATION OR RESULTS.

(j) LIMITATION OF LIABILITY CAP. To the maximum extent permitted by law, the Company’s total aggregate liability arising out of or relating to this Agreement will not exceed: (a) for App/Services claims, the total fees paid by the Licensee to the Company for the App/Services in the twelve (12) months immediately preceding the event giving rise to the claim; and (b) for Hardware claims, the amount paid for the specific Hardware unit(s) giving rise to the claim. In no event will the Company be liable for indirect, incidental, consequential, special, punitive, or exemplary damages as stated above.

(k) IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY THE LICENSEE FROM the Company SHALL CREATE ANY WARRANTY.

(l) THE LICENSEE AND the Company AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SOFTWARE, THE RESULTS, THE LICENSEE CONTENT AND/OR CONFIDENTIAL INFORMATION, AND INCLUDING ALL INTELLECTUAL PROPERTY RELATING THERETO, OR THIS AGREEMENT, MUST COMMENCE AND BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

11.2  Release. The Licensee releases and forever discharges the Company from and against any and all demands, causes of action, liability and claims, at law or in equity, of any nature or kind, including, without limitation, that the Licensee, or its successors or assigns, can, has ever had, now or may hereafter have arising out of or connected in any way with the Software, the Results, the Licensee Content and/or the Confidential Information, and all Intellectual Property relating thereto.

11.3 Indemnity. Except if caused by the negligent act or omission of the Company, the Licensee shall indemnify and hold harmless the Company from and against any and all claims, damages, losses, expenses or liability of any kind whatsoever from third parties relating to:
(a) the Licensee’s breach of any provision, representation, warranty or covenant of this Agreement; or
(b) any loss, injury, death, damage, expense, charge or cost that the Company may suffer or incur, whether in respect of injury to persons or damage to its property, end-users, or others in any manner that arises out of, or is attributable to the use or access by the Licensee of the Software, the Results and/or the Confidential Information, and all Intellectual Property relating thereto, or any other item provided by the Company hereunder; or
(c) the Licensee Content and the Results, including any claim in respect of infringement of a third party’s Intellectual Property rights. The Company takes no responsibility and assumes no liability for any Licensee Content distributed or submitted by the Licensee or any third party.

12. TERMINATION
12.1 Term. The term of this Agreement will commence on the date of your acceptance of this Agreement and shall remain in effect until terminated as provided in this Agreement or in any transaction agreement between you and the Company (the “Term”).
12.2 Termination.  The parties agree that:
(a) The Company shall have the right to terminate this Agreement upon the provision of one (1) month’s written notice to the Licensee.
(b) termination applies only at renewal or with refund of prepaid unused subscription fees (if any), unless otherwise stated in a Transaction Agreement.
(c) In the event the Licensee fails to pay the Subscription Fee or other amounts due to the Company pursuant to this Agreement or any transaction agreement between the Company and the Licensee, the Company may immediately terminate this Agreement and the rights and licenses granted hereunder.
(d) Subject to Section 10.2(a) and Section 10.2(b), in the event that a party (the “Defaulting Party”) breaches any material provision of this Agreement or fails to observe or perform any covenant or obligation applicable to it under this Agreement, the other party (the “Non-Defaulting Party”) has the right to serve written notice on the Defaulting Party of the Non-Defaulting Party’s intent to terminate this Agreement. The notice of intent to terminate shall specify the alleged breach or failure and, if within thirty (30) business days of the date of delivery of such notice the Defaulting Party has not cured all defaults, the Non-Defaulting Party may, at its sole discretion, terminate this Agreement. Such termination shall be without prejudice to any other rights or remedies the Non-Defaulting Party may have in respect of such default.
(e) The Licensee agrees to pay any outstanding amounts owing to the Company to the effective date of termination of this Agreement. Termination shall not relieve any of the parties from obligations incurred prior to the date of termination and shall not relieve the Licensee from any obligations which survive termination of this Agreement for any reason.
(f) If any party becomes insolvent or bankrupt, dissolves or winds up, this Agreement terminates immediately.
(g) Where either party is given a right to terminate hereunder and does not exercise the same, such forbearance shall not be deemed to be a waiver of such party’s right to terminate upon any subsequent or future event by which such party has, or is provided with, the right to terminate this Agreement.

12.3 Return. Upon the expiration or termination of this Agreement, for any reason whatsoever:
(a) The Licensee shall forthwith deliver to the Company, without charge, the Confidential Information and the Software, and all Intellectual Property relating thereto, including all copies, and the Licensee shall certify to the Company that no copies of such material have been retained and have been destroyed.
(b) The Licensee shall immediately cease any and all access and use of the Software and the Confidential Information and any other item provided by the Company hereunder, and any Intellectual Property relating thereto, disclosed or provided by the Company to the Licensee in any manner whatsoever.
(c)  The License will cease and terminate. The Licensee’s access and use to the Software shall be disabled. The Content Licence and the Results License shall continue.
(d) The Licensee agrees that the Company has the right to notify any persons it deems necessary or appropriate as to the termination or expiry of the rights granted hereunder.

13. PRODUCT-SPECIFIC DISCLAIMERS
13.1 iManus / Rehabilitation & Remote Care Disclaimer (If Applicable)
To the extent the Software/Services are used for rehabilitation, exercise guidance, tele-rehabilitation, remote monitoring, or clinician-directed programs (including iManus offerings): (a) the Software/Services/Results do not provide medical advice and are not a substitute for professional clinical judgment; (b) the Software/Services are not intended for emergency use or for situations requiring immediate medical intervention; (c) the Licensee and/or Subscribing Organization is solely responsible for obtaining all required patient consents/authorizations, providing appropriate clinical supervision, verifying suitability of any program, and complying with applicable health privacy and data protection laws; and (d) the Company does not guarantee clinical outcomes, patient adherence, or therapeutic results.

13.2 Cageview / Research & Animal Use Compliance Disclaimer (If Applicable)
To the extent the Hardware/Software/Services are used for laboratory research, animal monitoring, feeding, activity, enrichment, or cage-based systems (including CageView offerings): (a) the Licensee and/or Subscribing Organization is solely responsible for study design, protocol approvals, animal welfare compliance, and adherence to all applicable institutional, ethical, and legal requirements; (b) the Hardware/Software/Services/Results are informational tools and do not replace required supervision, husbandry, veterinary oversight, or safety procedures; (c) the Company does not guarantee research outcomes, data completeness, or fitness for a particular experimental protocol; and (d) the Licensee assumes all responsibility for how the system is configured and used in the research environment.

14. GENERAL
14.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties expressly exclude the application of (a) the United Nations Convention on Contracts for the International Sale of Goods (CISG) and (b) The International Sale of Goods Act (Manitoba), as amended, replaced, or re-enacted from time to time.

14.2 Informal Resolution
Before commencing arbitration or a court proceeding (except where urgent injunctive or equitable relief is sought under Section 11.4), either party shall provide the other party with written notice describing the dispute and the relief requested (a “Dispute Notice”). The parties shall attempt in good faith to resolve the dispute within thirty (30) days after the Dispute Notice is received (or such longer period as the parties may agree in writing).

14.3 Binding Arbitration
Except as expressly provided in Section 11.4 (Injunctive / Equitable Relief) and Section 11.5 (Small Claims), any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including any question regarding its existence, validity, interpretation, performance, breach, termination, or enforceability (a “Dispute”), shall be finally resolved by binding arbitration in accordance with The Arbitration Act (Manitoba) (or any successor legislation then in force).
(a) Seat / Place. The seat and place of arbitration shall be Winnipeg, Manitoba, Canada.
(b) Arbitrator. The arbitration shall be conducted by one (1) arbitrator, unless the parties agree otherwise in writing. The parties shall attempt to mutually agree on an arbitrator within fourteen (14) days after a request for arbitration is delivered. If the parties do not agree, the arbitrator shall be appointed in accordance with The Arbitration Act (Manitoba).
(c) Language. The arbitration shall be conducted in English.
(d) Decision. The arbitrator shall render a written decision with reasons. The arbitrator’s decision shall be final and binding on the parties, and judgment on the award may be entered and enforced in any court of competent jurisdiction.
(e) Confidentiality. To the extent permitted by law, the arbitration proceedings, submissions, and award shall be treated as confidential by the parties, except as required for enforcement of an award or as required by law.

14.4 Injunctive / Equitable Relief
Notwithstanding Sections 11.2 and 11.3, either party may apply to the courts of Manitoba (or any other court of competent jurisdiction where interim relief is required) for interim, injunctive, or other equitable relief to protect its Intellectual Property, Confidential Information, proprietary rights, or to prevent irreparable harm. Seeking such relief does not waive the right to arbitrate the merits of the Dispute.

14.5 Small Claims (Where Permitted)
Either party may bring an eligible claim in small claims court in Manitoba (or another court of competent small claims jurisdiction), provided that the claim remains an individual action and is not brought as a class, collective, representative, consolidated, or private attorney general action.

14.6 Class Action Waiver; Jury Waiver (Where Permitted)
(a) To the maximum extent permitted by applicable law:
(b) all Disputes must be brought only on an individual basis and not as a plaintiff or class member in any purported class, collective, representative, consolidated, or private attorney general proceeding; and
(c) the parties waive any right to a trial by jury.

14.7 Costs
The arbitrator may award costs and expenses (including reasonable legal fees) as permitted by applicable law and The Arbitration Act (Manitoba). Unless otherwise awarded by the arbitrator, each party shall bear its own costs and expenses.

14.8 Currency
All references to dollar amounts in this Agreement shall be lawful money of either Canada or the United States as indicated in any transaction agreement between the Licensee and the Company.

14.9 General
All rights and remedies of each party under this Agreement are cumulative and may be exercised at any time and from time to time, independently or in combination. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of any other provision of this Agreement. No party shall be bound by any waiver of any provision of this Agreement unless such waiver is consented to in writing by that party. No waiver of any provision in this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise provided. Time shall be of the essence herein. The Licensee and the Company are independent contractors. No agency relationship or partnership exists between them, and neither of them has the right to enter into a contract on behalf of or as an agent or representative of the other. The parties shall execute and deliver, or cause to be executed and delivered, upon written request, any and all further documents and do all acts and things or cause such acts or things to be performed which may be necessary or desirable to give effect to the terms of this Agreement. The parties acknowledge that this Agreement and any existing transaction agreements between the Licensee and the Company, together with any schedules and appendices attached thereto, constitutes the entire agreement between the parties and supersedes all previous representations or agreements, written or oral, between the parties hereto. The Licensee consents to the exchange of information and documents electronically over the internet or by email, and agrees that this electronic agreement shall be equivalent of a written paper agreement between the parties.

14.10 Notice
Any notice required or authorized under this Agreement to be given by any party to the other shall be in writing and may be delivered in person, by courier, by prepaid registered mail, or via email, and addressed to the addresses described in any transaction agreement between the Licensee and the Company (or to such other address as a party may notify the other in writing).
(a) Any notice delivered in person or by courier shall be deemed received on the date of delivery.
(b) Any notice sent by prepaid registered mail shall be deemed received on the fifth business day following the date of mailing.
(c) Any notice sent via email shall be deemed received on the next business day after transmission, provided that the sender does not receive an automated “bounce back” or delivery failure notice.

14.11 Language of Agreement
The parties hereto confirm that it is their wish that this Agreement, as well as other documents related hereto, including notices, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté à cette convention de même que tous les documents, y compris tout avis qui s’y rattache, sont rédigés en anglais seulement.

14.12 Other Remedies
Except as expressly provided herein to the contrary, the exercise of a right of termination or any other right or remedy by either party shall be without prejudice to such party’s right, subject to the limitations set forth in this Agreement, to pursue any other right or remedy available hereunder or under applicable law.

14.13 Survival
Any indemnity or any obligation of confidence under this Agreement is independent and survives termination or expiration of this Agreement. All obligations under this Agreement that necessarily extend beyond termination or expiration of this Agreement in order to fully achieve their intended purpose shall survive termination or expiration of this Agreement, including without limiting the generality of the foregoing, all indemnification provisions, intellectual property provisions, confidentiality provisions, licence provisions, representations, warranties, covenants, ownership provisions, disclaimers and limitation of liability provisions.

14.14 Assignment & Enurement
The Licensee may not assign, transfer or encumber this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the Company. Any attempted assignment, transfer or encumbrance without the required consent shall be void. The consent of the Company to any assignment of this Agreement shall not constitute the Company’s consent to a further assignment. Notwithstanding this Section, this Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns.

14.15 Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement, or for any loss or damage resulting therefrom, due to acts of God, the public enemy, terrorist activities, riots, fires, pandemics, epidemics, and similar causes beyond such party’s control. In the event of such failure or delay, the date of delivery or performance shall be extended for a period not to exceed the time lost by reason of the failure or delay; provided that the party affected by such delay is using commercially reasonable efforts to mitigate or eliminate the cause of such delay or its effects.

14.16 Non-Solicitation
Both during this Agreement and after the termination or expiration of this Agreement for a period of one (1) year, the Licensee shall not, directly or indirectly, whether for the Licensee’s own benefit or for the benefit of any other entity or individual, solicit, encourage, induce or in any way influence any person employed by, or engaged to render services on behalf of the Company, to leave the Company or to engage in any activity contrary to or conflicting with the interests of the Company.

14.17 Anti-Spam Consent
In the event that Canada’s Anti-Spam Legislation applies to the installation of the Software and related upgrades, the Company hereby seeks and the Licensee hereby provides consent to the Company for such installation and potential future upgrades installation so that the Licensee may use the Software, provided that the Licensee may revoke such consent at any time. The function and purpose of the Software that is to be installed or may have upgrades is described in this Agreement. The mailing address and contact information for the Company is noted in this Agreement.

14.18 Changes to EULA
The Company may update this Agreement from time to time by posting an updated version within the App and/or on the Company’s website. Non-material changes are effective upon posting. For material changes, the Company will provide reasonable prior notice (e.g., in-app notice or email), and such material changes will apply prospectively only. If the Licensee has a paid subscription, material changes will take effect at the start of the next renewal term (or upon the Licensee’s earlier acceptance). Continued use after the effective date constitutes acceptance. If the Licensee does not agree, the Licensee must stop using the App/Services/Hardware and may terminate at renewal in accordance with any applicable transaction agreement.

14.19 Unsolicited Commercial Electronic Messages
The inclusion of any email addresses on the Software, the Results or within this Agreement does not constitute consent to receiving unsolicited commercial electronic messages or SPAM.

14.20 Hardware Returns
If the Licensee purchased Hardware and does not accept the terms of this Agreement, the Licensee may return such Hardware in its original package with the sales receipt within thirty (30) days of purchase or in accordance with the return policy of the Licensee’s point of purchase, whichever is longer, subject to applicable law and any stated return conditions.

14.21 Contact Us
If the Licensee has any questions, concerns or comments, please contact the Company at:
Tactile Robotics Ltd.
Mailing Address: 302-135 Innovation Drive, Winnipeg, MB R3T 6A8
Telephone No.: 1-888-822-7621
E-mail: support@tactilerobotics.ca