Document number: LEG0001EN rev. 3.2 of July 17, 2017

End user license agreement for Cardiovascular Suite ver. 3

Please read this EULA carefully, as it sets out the basis upon which we license the Software for use.

By clicking "accept agreement" when you first install the Software, you agree to be bound by the provisions of this EULA. If you do not agree to be bound by the provisions of this EULA, you must stop the installation now.

By agreeing to be bound by this EULA, you further agree that any person you authorize to use the Software will comply with the provision of this EULA.

By agreeing to be bound by this EULA, you hereby acknowledge that you are familiar with and agree to the terms of the Licensor's privacy policy available at http://www.quipu.eu/privacy- policy/

1.        Definitions

1.1        Except to the extent expressly provided otherwise, in this EULA:

       "Commercial License" means a license to use Software obtained or renewed by the User by paying fees;

       "Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the User;

       "EULA" means this end user license agreement, including any amendments to this end user license agreement from time to time;

       "Effective Date" means the date upon which the User gives the User's express consent to this EULA, following the issue of this EULA by the Licensor;

       "Expiry Date" means such date as may be the ending of the usage of the software.

       "Evaluation License" means a 14 days license according to this EULA, limited only for evaluation of the Software purposes, in accordance with Clause 5.

       "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

       "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

       "Licensor" means Quipu s.r.l., a company incorporated in Italy (registration number 01995110507 ) having its registered office at via Moruzzi 1 I-56124 Pisa – Italy;

       "License Key" means a piece of hardware (USB dongle) provided by the Licensor, which must be plugged into a USB port of the computer where the software is installed and allows the software to run.

       "Perpetual License" means a license with no specified term or expiration.

       "Software" means the software Cardiovascular Suite ver. 3.0.

       "Software Defect" means a defect, error or bug in the Software having an adverse effect on the appearance, operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

(a)        any act or omission of the User;

(b)        any use of the Software contrary to the Documentation by the User or any person authorized by the User to use the Software;

(c)        a failure of the User to perform or observe any of its obligations in this EULA; and/or

(d)        an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification;

       "Software Specification" means the specification for the Software set out in the Documentation;

       "Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;

       "Term" means the term of this EULA, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

       "Time License" means a time limited license that is granted until the expiry date.

       "Update" means a hotfix, patch or minor version update to the Software;

       "Upgrade" means a major version upgrade of the Software;

       "User" means the person to whom the Licensor grants a right to use the Software under this EULA; and

2.        Term

2.1        This EULA shall come into force upon the Effective Date.

2.2        This EULA shall continue in force:

(a)        indefinitely, for Perpetual Licenses; or

(b)        until the expiry date, for Time Licenses; or

(c)        14 days, for Evaluation Licenses;

subject to termination in accordance with Clause 12.

3.        License

3.1        The Licensor hereby grants to the User from the date of supply of the Software to the User until the end of the Term a worldwide, non-exclusive license to:

(a)        install a single instance of the Software;

(b)        use a single instance of the Software in accordance with the Documentation; and

(c)        create, store and maintain up to 5 back-up copies of the Software,

       subject to the limitations and prohibitions set out and referred to in this Clause 3.

3.2        The User may not sub-license and must not purport to sub-license any rights granted under Clause 3.1 without the prior written consent of the Licensor.

3.3        Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any license granted under this Clause 3 shall be subject to the following prohibitions:

(a)        the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;

(b)        the User must not alter, edit or adapt the Software; and

(c)        the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software;

4.        Restrictions of use of the License Key

4.1        The Software will run under a commercial license only if the License Key is plugged into the computer where the software is installed; if the License Key is disconnected the Software will stop working;

4.2        The License Key will work only on the computer where it is used for the first time (i.e. it will be locked to this computer);

4.3        The License Key can be unlocked by the Licensor, so to be locked again to a new computer, maximum three times a year.

5.        Restrictions of the Evaluation License

5.1        Under the Evaluation License, the User agrees to use the software only for evaluation purposes.

5.2        The User cannot use/publish/distribute data generated by the software in the period of time when the Evaluation License is in force, unless the User purchases a Commercial License.

6.        Updates and upgrades.

6.1        Licensor may, in its sole discretion, provide Updates (hotfix, patch or minor version update) of the Software; the User is entitled to receive and run Updates of the Software during the Term;

6.2        Licensor may, in its sole discretion, provide Upgrades (major version upgrade) of the Software; in order to be entitled to receive and run Upgrades of the Software, the User must subscribe a separate upgrade agreement;

7.        Source Code

7.1        Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any license of the Source Code.

8.        No assignment of Intellectual Property Rights

8.1        Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.

9.        Warranties

9.1        The Licensor warrants to the User that it has the legal right and authority to enter into this EULA and to perform its obligations under the EULA.

9.2        The User warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its obligations under the EULA.

9.3        All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into the EULA or any related contract.

10.        Acknowledgements and warranty limitations

10.1        The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.

10.2        The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.

10.3        The User acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.

10.4        The User acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this EULA or in relation to the Software; and, except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.

10.5        The User acknowledges that is fully responsible of protecting the License Key against loss and damage; in case of malfunction, the User will be entitled to obtain a replacement License Key only if the original defective License Key is returned to the Licensor by a trackable courier service; when the malfunction of the License Key is due by the User, the User will be charged of a cost of 80 EUR plus shipping cost for the replacement.

11.        Limitations and exclusions of liability

11.1        Nothing in this EULA will:

(a)        limit or exclude any liability for death or personal injury resulting from negligence;

(b)        limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)        limit any liabilities in any way that is not permitted under applicable law; or

(d)        exclude any liabilities that may not be excluded under applicable law,

       and, if a party is a consumer, that party's statutory rights will not be excluded or limited by the EULA, except to the extent permitted by law.

11.2        The limitations and exclusions of liability set out in this Clause 11 and elsewhere in this EULA:

(a)        are subject to Clauses 11.1 and 14.6; and

(b)        govern all liabilities arising under the EULA or relating to the subject matter of the EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the EULA.

11.3        The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.

11.4        The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.

11.5        The Licensor will not be liable to the User in respect of any loss of revenue or income.

11.6        The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.

11.7        The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.

11.8        The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.

11.9        The liability of the Licensor to the User under this EULA in respect of any event or series of related events shall not exceed the greater of:

(a)        1 EUR; and

(b)        the total amount paid and payable by the User to the Licensor under the EULA in the 12 month period preceding the commencement of the event or events.

11.10        The aggregate liability of the Licensor to the User under this EULA shall not exceed the greater of:

(a)        1 EUR; and

(b)        the total amount paid and payable by the User to the Licensor under the EULA.

12.        Termination

12.1        Either party may terminate this EULA immediately by giving written notice of termination to the other party if the other party commits any breach of the EULA.

12.2        Either party may terminate this EULA immediately by giving written notice of termination to the other party if:

(a)        the other party:

(i)        is dissolved;

(ii)        ceases to conduct all (or substantially all) of its business;

(iii)        is or becomes unable to pay its debts as they fall due;

(iv)        is or becomes insolvent or is declared insolvent; or

(v)        convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)        an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)        an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the EULA)];

(d)        if that other party is an individual:

(i)        that other party dies;

(ii)        as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii)        that other party is the subject of a bankruptcy petition or order.

12.3        The Licensor may terminate this EULA immediately by giving written notice to the User if:

(a)        any amount due to be paid by the User to the Licensor under the EULA is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b)        the Licensor has given to the User at least 30 days' written notice, following the failure to pay, of its intention to terminate the EULA in accordance with this Clause 12.5.

13.        Effects of termination

13.1        Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.1, 11, 13, 14,15..

13.2        The termination of this EULA shall not affect the accrued rights of either party.

13.3        For the avoidance of doubt, the licenses of the Software in this EULA shall terminate upon the termination of this EULA; and, accordingly, the User must immediately cease to use the Software upon the termination of this EULA.

13.4        Within 10 Business Days following the termination of this EULA, the User must:

(a)        return to the Licensor or dispose of as the Licensor may instruct all media in its possession or control containing the Software; and

(b)        irrevocably delete from all computer systems in its possession or control all copies of the Software.

14.        General

14.1        No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.

14.2        If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

14.3        This EULA may not be varied except by a written document signed by or on behalf of each of the parties.

14.4        Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this EULA.

14.5        This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.

14.6        Nothing in this EULA shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.

14.7        Subject to Clauses 11.1 and 14.6, this EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

14.8        This EULA shall be governed by and construed in accordance with Italian law.

14.9        The courts of justice of Pisa - Italy shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.

15.        Interpretation

15.1        In this EULA, a reference to a statute or statutory provision includes a reference to:

(a)        that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)        any subordinate legislation made under that statute or statutory provision.

15.2        The Clause headings do not affect the interpretation of this EULA.

15.3        In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.