BayesFusion Software Evaluation License Agreement BY CLICKING THE "I ACCEPT" BUTTON OR INSTALLING ANY VERSION OF THE SOFTWARE OR ANY MODIFICATIONS AND/OR UPDATES PROVIDED BY OR ON BEHALF OF LICENSOR TO LICENSEE ("SOFTWARE"), YOU AGREE TO BE BOUND BY THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE TO ACCEPT THE TERMS OF THIS AGREEMENT, YOU MUST NOT INSTALL THE SOFTWARE. PLEASE READ THIS AGREEMENT CAREFULLY. "LICENSEE" OR "YOU" MEANS THE INDIVIDUAL INSTALLING OR USING THE SOFTWARE ON YOUR OWN BEHALF OR, IF THE SOFTWARE IS DOWNLOADED OR INSTALLED ON BEHALF OF AN ORGANIZATION SUCH AS AN EMPLOYER, "LICENSEE" OR "YOU" MEANS THE ORGANIZATION FOR WHICH THE SOFTWARE IS DOWNLOADED OR INSTALLED AND YOU AGREE YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. Licensor and Licensee are each sometimes referred to as "Party" or "Parties." Both the notice below and full terms of this Agreement shall be embedded in any location or medium in which the Licensor Materials are stored, copied, or reproduced, and shall be loaded into computer memory for use, display, or reproduction in any copy of the Licensor Materials, including any permitted derivative works (if any). The notice to accompany the full terms of this Agreement shall state: "GeNIe, QGeNIe and SMILE Software are licensed from the University of Pittsburgh. Copyright 2015-2022, University of Pittsburgh, Used under license." 1. Definitions Unless otherwise specified, capitalized terms used in this Agreement shall have the meanings set forth in this Section 1 or otherwise specified in this Agreement or any addendums. 1.1. "Commercial Use" means any attempt whatsoever to copy, use, modify, or distribute, in whole or in part, Software or related documentation for financial or commercial gain, or to further the aims of any third party, including but not limited to use of Software in a research division of a third party, use of Software to improve a business or financial model, production of derivative works based on the Software that will be sold or offered for sale, incorporation of Software into a product or collection or products that will be sold or offered for sale, or distribution of Software commercially. 1.2. "Evaluation Period" means a 30-day period commencing on License Activation, unless extended in writing by Licensor, in its sole and absolute discretion, upon Licensee's request. 1.3. "License Activation" means the date on which Licensee first activates the Software using the license key provided by or on behalf of Licensor. 1.4. "Licensor" means BayesFusion, LLC. 1.5. "Licensor Materials" means the Software, and all user, operating, programming and training materials, technical information, and other documentation and materials provided by or on behalf of Licensor to Licensee in connection with the Software. 1.6. "Software" means GeNIe (including without limitation QGeNIe) Software and SMILE Software. 2. Limited License & Use of Service 2.1. Grant. For the duration of the Evaluation Period, Licensor hereby grants to Licensee a single-user, non-exclusive, non-transferable, non-sublicensable, limited license to download and use one (1) copy of the Software and other Licensor Materials, on a computer owned or operated by Licensee, solely in the course of Licensee's regular business operations, subject to the terms and conditions contained in this Agreement. The license is granted for the sole purpose of evaluation the Software. Licensee is prohibited from Commercial Use and shall only use the Software for evaluating the Software solely for Licensee's own internal purposes in accordance with the Licensor Materials and the terms of this Agreement.. 2.2. Limitations on Use. Licensee shall not, without the prior written consent of Licensor: (i) sell, rent, lease, sublicense, provide access to, or otherwise transfer any portion of the Software of Licensor Materials, or any copy of any portion of the Software or Licensor Materials, to any Person, except as expressly provided in this Agreement; (ii) modify, translate, reverse engineer, decompile or disassemble the Software; (iii) create derivative works based upon the Software; (iv) alter, destroy, copy, modify, or otherwise remove any proprietary notices or labels on or embedded within the Licensor Materials; (v) embed any portion of the Software into any product sold, distributed or otherwise disposed of by Licensee; (vi) show or demonstrate the Software or other Licensor Materials to a competitor of Licensor or use the Software or other Licensor Materials for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor's commercial disadvantage; (vii) use (including make any copies of) the Software or other Licensor Materials beyond the scope of the license granted under Section 2.1; or (viii) use the Software or other Licensor Materials in violation of any law, regulation, or rule. 2.3. Support and Maintenance. Subject to Section 4, Licensor will provide such support and maintenance services, updates and upgraded versions to Licensee as it determines in its sole discretion until the end of the Evaluation Period or termination of the license granted hereunder, whichever is earlier. 2.4. Ownership Rights. Except for the limited license rights expressly granted to Licensee under Section 2.1, Licensor retains all right, title and interest in and to the Software, including, but not limited to, the right to reproduce, publish, sell, license, create derivative works of, and distribute the Software to any persons. The Licensor Materials constitute published works and are protected by copyright and other intellectual property laws and by international treaties. 3. Fees. Subject to compliance with all terms of this Agreement, including without limitation that the Licensee does not engage in any Commercial Use, the Software is provided under this Agreement without fee. 4. Termination. 4.1. This Agreement, and all Licensee's rights hereunder, shall automatically terminate at the end of the Evaluation Period, unless earlier terminated effective immediately upon notice from Licensor: 4.1.1. in case of Licensee's breach of this Agreement; or 4.1.2. if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property. 4.2. Upon expiration or earlier termination of this Agreement, the license granted hereunder shall terminate, and Licensee shall cease using and destroy all copies of the Software and Licensor Materials. 5. Disclaimer of Warranty. 5.1. THE SOFTWARE IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY LICENSOR MATERIALS OR SERVICES PROVIDED BY LICENSOR AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 5.2. Licensor makes no warranty that the Licensor Materials when provided to Licensee in digital or electronic format will be compatible with Licensee's computer and/or other equipment. Nor does Licensor make any warranty as to any results that may be obtained from the use of the Licensor Materials. 5.3. Licensor hereby disclaims all warranties of any kind related to Licensee's hardware or other software. 6. Indemnification. 6.1. Licensee shall indemnify, defend and hold Licensor harmless from and against any and all claims, losses, costs, damages and expenses (including reasonable legal expenses), resulting from or arising out of: (i) Licensee's breach of this Agreement; (ii) Licensee's unauthorized use of the Software or other Licensor Materials; (iii) Licensee's activities after Licensor has notified Licensee that such activities may result in the infringement of the intellectual property rights of any third party; (iv) Licensee's use of the Software other than as set forth in this Agreement, the Licensor Materials or other written instructions supplied by Licensor with respect to the use, operation, or combination of the Software on or with third party programs, data, equipment, or documentation; or (v) any claim that the Software or the use thereof infringes upon, misappropriates or violates any patents, copyrights, trade secret rights or other proprietary rights of a third party if such claim results from or relates to (a) a modification of the Software which modification is not authorized in writing by Licensor; (b) in whole or in part results from or relates to the combination of the Software with software, hardware or equipment not provided by Licensor if the Software alone would not be the subject of such claim; or (c) Licensee's use of the Software other than as set forth in this Agreement, the Licensor Materials or other written instructions supplied by Licensor. Licensor may employ counsel, at its own expense, to assist it with respect to any such claim, provided that if Licensee does not elect to control the defense of such claim, the reasonable cost and expenses of Licensor's counsel shall be borne by Licensee. 7. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: 7.1. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.2. IN NO EVENT WILL LICENSOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR THE SOFTWARE THAT IS THE SUBJECT OF THE CLAIM. 7.3. THE LIMITATIONS SET FORTH IN SECTION 7.1 AND SECTION 7.2 SHALL APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. 8. General Provisions 8.1. Assignment. Licensee shall not sell, transfer or otherwise assign, by operation of law or otherwise, this Agreement or any of its rights and obligations hereunder, without the prior written consent of Licensor. Any purported assignment in violation hereof shall be void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. 8.2. Relationship of the Parties. Nothing in this Agreement shall be construed as creating any agency or partnership between the Parties, and neither party shall have any express or implied power or authority to act on or make any representations whatsoever on behalf of the other party. 8.3. Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself, nor any other right or remedy available to either party under this Agreement. 8.4. Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. 8.5. Governing Law, Venue. This Agreement shall be governed, construed and enforced in all respects exclusively by the laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the state or federal courts located in Allegheny County, Pennsylvania. Both parties submit and agree to such exclusive jurisdiction, acknowledge and agree that the venue provided above is the most convenient forum for both of them, and waive any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement or the transactions contemplated hereby. Service of process, summons, notice, or other document by mail to such party's address set forth in the Sales Documentation shall be effective service of process for any suit, action, or other proceeding brought in any such court, unless the receiving party shall have given the other party prior notice of a new address, in which case the foregoing will apply with respect to the new address. 8.6. Entire Agreement. This Agreement constitutes the final, complete and exclusive agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any prior or collateral agreements with respect to the subject matters contained herein. This Agreement may only be changed by mutual agreement of authorized representatives of the Parties in writing. 8.7. Export Regulation. The Software and Licensor Materials may be subject to US export control laws, including the US Export Administration Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export, or release the Software or Licensor Materials to, or make the Software or Licensor Materials accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software or Licensor Materials available outside the US. 8.8. US Government Rights. The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the US Government or any contractor therefor, Licensee shall receive only those rights with respect to the Software and Licensor Materials as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. 8.9. Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.