MednaSci

SOFTWARE LICENSE AGREEMENT

This Software License Agreement (the "Agreement") is made available by MEDNA Scientific Inc., a corporation with its principal office located at 1551 Corporate Drive, Irving, Texas ("Licensor"). By accessing, downloading, installing, or using the Software, or by clicking a box indicating your acceptance, you ("Licensee") agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not download, install, or use the Software.

1. DEFINITIONS

1.1 "Documentation" means the user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.

1.2 "Instrument" means the specific hardware device or equipment identified in the applicable Quote/Order for which the Software is licensed ("Purchasing Agreement.")

1.3 "License Fee" means the license fee(s) as set forth in the applicable Purchasing Agreement.

1.4 "License Term" means the period of time for which the Software is licensed as set forth in the applicable Purchasing Agreement.

1.5 "Purchasing Agreement" means the document issued by Licensor and accepted by Licensee that describes the specific Software licensed, License Term, License Fees, and other applicable terms.

1.6 "Software" means the computer programs identified in the applicable Purchasing Agreement, in object code form only, and any updates, upgrades, or new versions provided to Licensee under this Agreement.

1.7 "Software License Type" means the specific edition of the Software as described in the applicable Purchasing Agreement, which may include: (a) "Base": Basic functions including Process Management; or (b) "Premium": Includes additional features such as Remote Connectivity and Process Flow Designer.

2. LICENSE GRANT

2.1 License Grant. Subject to the terms and conditions of this Agreement and Licensee's payment of the applicable License Fees, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Software during the License Term solely in connection with the Instrument described in the applicable Purchasing Agreement and solely for Licensee's internal business purposes. All rights not expressly granted to Licensee remain with Licensor

2.2 License Restrictions. Except as expressly permitted in this Agreement, Licensee shall not, and shall not permit any third party to: (a) Copy the Software, except as necessary for backup or archival purposes; (b) Modify, translate, adapt, or otherwise create derivative works of the Software; (c) Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive the source code of the Software, except to the extent such activities are expressly permitted by applicable law; (d) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party; (e) Use the Software for timesharing or service bureau purposes or for the benefit of a third party; (f) Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property notices from the Software; or (g) Use the Software in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person.

2.3 Software Activation and Security.

(a) The Software requires activation with a valid license activation code ("Product Key") to function properly. Product Keys are specific to the licensed Software and can be accessed through Licensee's account at https://icon.medna.us.

(b) Each Product Key may only be used to activate the Software on one (1) computer at a time, unless otherwise specified in the applicable Purchasing Agreement.

(c) If Licensee needs to transfer the Software to a different computer, Licensee must deactivate the Software on the original computer before activating it on another computer.

(d) If Licensee experiences activation issues or needs to reactivate the Software due to hardware changes, Licensee should contact Licensor's support team at info@medna.us for assistance.

(e) Licensee shall not attempt to circumvent the activation requirements or security measures incorporated in the Software.

3. LICENSE TERM AND FEES

3.1 Term. This Agreement commences on the Effective Date and continues until terminated as provided herein. The License Term for the Software shall be as specified in the applicable Purchasing Agreement.

3.2 License Fees. Licensee shall pay all License Fees as set forth in the applicable Purchasing Agreement. Unless otherwise specified in the Purchasing Agreement, all License Fees are due and payable within thirty (30) days of invoice date.

3.3 Taxes. All License Fees are exclusive of all taxes, including federal, state, or local sales, use, property, excise, service, or similar taxes related to this Agreement. Licensee shall pay or reimburse Licensor for all such taxes, excluding taxes on Licensor's net income.

4. DELIVERY AND INSTALLATION

4.1 Delivery. Licensor shall deliver the Software to Licensee in electronic form by making it available for download or as otherwise agreed by the parties.

4.2 Installation. Unless otherwise specified in the applicable Purchasing Agreement, Licensee shall be responsible for installing the Software on the applicable Instrument in accordance with the Documentation.

5. SUPPORT AND MAINTENANCE

5.1 Support and Maintenance Services. During the License Term, Licensor shall provide the support and maintenance services described in the applicable Purchasing Agreement, if any.

5.2 Updates. During the License Term, Licensor shall provide updates, upgrades, bug fixes, patches, and other error corrections to the Software as these become generally commercially available. Licensee shall install such updates within a reasonable time after receipt. Licensee acknowledges that failure to install updates in a timely manner may result in software instability or security vulnerabilities for which Licensor is not responsible.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Reservation of Rights. Except for the limited license rights expressly granted in this Agreement, Licensor reserves all rights, title, and interest in and to the Software, including all related intellectual property rights. No rights are granted to Licensee hereunder other than as expressly set forth herein.

6.2 Feedback. If Licensee provides any feedback, comments, suggestions, ideas, recommendations, or other input regarding the Software ("Feedback"), Licensee hereby grants to Licensor a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.

7. CONFIDENTIALITY

7.1 Confidential Information. Each party acknowledges that it may receive confidential or proprietary information of the other party in connection with this Agreement ("Confidential Information"). The Software and Documentation shall be deemed Licensor's Confidential Information. Each party shall: (a) Maintain the confidentiality of the other party's Confidential Information; (b) Not disclose such Confidential Information to any third party, except as required by law or as expressly permitted under this Agreement; and (c) Use the Confidential Information only as necessary to fulfill its obligations or exercise its rights under this Agreement.

7.2 Exceptions. Confidential Information shall not include information that: (a) Is or becomes publicly available through no fault of the receiving party; (b) Was rightfully known to the receiving party without restriction prior to receipt; (c) Is rightfully obtained by the receiving party from a third party without restriction; or (d) Is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

7.3 Confidentiality Period. The obligations in this Section 7 shall continue for a period of three (3) years following the termination or expiration of this Agreement.

8. WARRANTIES AND DISCLAIMERS

8.1 Limited Warranty. Licensor warrants that for a period of one hundred and eighty (180) days from the date of payment of the License Fee ("Warranty Period"): (a) The Software will substantially conform to the Documentation when used as authorized under this Agreement and in accordance with the Documentation; and (b) The Software will be free from material defects in materials and workmanship under normal use.

8.2 Remedies. If during the Warranty Period, Licensee discovers and reports to Licensor a reproducible material error in the Software that causes it to fail to conform to the warranty in Section 8.1, Licensor shall, at its option and as Licensee's exclusive remedy: (a) Use commercially reasonable efforts to correct such error; (b) Replace the defective Software; or (c) Refund the License Fee paid for the defective Software and terminate this Agreement with respect to such Software.

8.3 Exclusions. The warranty in Section 8.1 shall not apply if the material error has been caused by: (a) Any modification, variation, or addition to the Software not performed by Licensor; (b) Incorrect use or abuse of the Software; (c) Use of the Software with other software or on equipment with which it is incompatible; or (d) Any failure by Licensee to install updates, upgrades, bug fixes, patches or other error corrections provided by Licensor.

8.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 8.1, THE SOFTWARE IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VULNERABILITIES. LICENSEE ASSUMES ALL RESPONSIBILITY FOR SECURITY CONFIGURATION AND COMPLIANCE WITH LOCAL DATA LAWS.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Indirect Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Limitation on Direct Damages. EXCEPT FOR LIABILITY ARISING FROM SECTIONS 2.2 (LICENSE RESTRICTIONS), 7 (CONFIDENTIALITY), OR LICENSEE'S PAYMENT OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID BY LICENSEE TO LICENSOR DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3 Essential Purpose. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 SHALL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9.4 Exceptions. Nothing in this Agreement shall limit or exclude either party's liability for: (a) Death or personal injury caused by its negligence; (b) Fraud or fraudulent misrepresentation; or (c) Any other liability that cannot be limited or excluded by applicable law.

10. TERM AND TERMINATION

10.1 Term. This Agreement commences on the Effective Date and continues until the expiration of all License Terms, unless earlier terminated as provided herein.

10.2 Termination for Breach. Either party may terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

10.3 Termination for Convenience. Licensee may terminate this Agreement for convenience upon thirty (30) days' written notice to Licensor. In the event of such termination, Licensee shall be entitled to a pro-rated refund of any prepaid License Fees for the unused portion of the License Term.

10.4 Effect of Termination. Upon termination or expiration of this Agreement: (a) All licenses granted hereunder shall immediately terminate; (b) Licensee shall immediately cease all use of the Software; (c) Licensee shall promptly return to Licensor or destroy all copies of the Software and Documentation; and (d) Upon Licensor's request, Licensee shall certify in writing to Licensor that it has complied with the requirements of this section. If applicable, Licensor may remotely deactivate the Software.

10.5 Survival. The following provisions will survive any termination or expiration of this Agreement: Sections 6 (Intellectual Property Rights), 7 (Confidentiality), 9 (Limitation of Liability), 10.4 (Effect of Termination), 10.5 (Survival), and 11 (General).

11. GENERAL

11.1 Entire Agreement. This Agreement, together with all applicable Purchasing Agreements, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

11.2 Assignment. Neither party may assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations under this Agreement, without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in its entirety, without the other party's consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

11.3 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.

11.4 No Third-party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein shall give or be construed to give any person or entity, other than the parties hereto, their successors, and permitted assigns, any legal or equitable rights hereunder.

11.5 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, 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 shall be instituted in the federal courts of the United States or the courts of the State of Texas, in each case located in Dallas County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

11.6 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the parties agree that the remaining provisions of this Agreement will remain in full force and effect.

11.7 Amendment and Modification. No amendment or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party. Licensor shall provide Licensee with at least thirty (30) days' prior written notice of any material changes to this Agreement.

11.8 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.

11.9 Notices. All notices required or permitted under this Agreement must be in writing and shall be deemed to have been given when delivered personally, sent by certified or registered mail (return receipt requested), or sent by email with confirmation of receipt.

11.10 Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, or power outages. The affected party shall use diligent efforts to end the failure or delay and minimize the effects of such force majeure event.

11.11 Electronic Acceptance. This Agreement may be accepted electronically by checking the acceptance box or downloading, installing, or using the Software. Electronic acceptance shall have the same legal effect as if you had manually signed this Agreement.

11.12 Export Compliance. The Software may be subject to export laws and regulations. Licensee shall comply with all domestic and international export laws and regulations that apply to the Software.

11.13 Last Updated. This Agreement was last updated on March 21, 2025

By checking the box indicating your acceptance, downloading, or using the Software, you acknowledge that you have read and understand this Agreement, and agree to be bound by its terms and conditions.