END-USER LICENSE AGREEMENT FOR PIXSPAN SOFTWARETHIS END-USER LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGAL CONTRACT WITH IMPORTANT
LEGAL CONSEQUENCES BETWEEN YOU, THE INDIVIDUAL OR BUSINESS ENTITY THAT HAS PLACED AN
ORDER FOR A LICENSE TO THE SOFTWARE PROGRAMS (“USER”) AND PIXSPAN, INC., (“PIXSPAN”) THE
OWNER OF CERTAIN SOFTWARE PROGRAMS THAT HAVE BEEN PROVIDED TO USER BY PIXSPAN.
DO NOT INSTALL OR USE THE SOFTWARE UNTIL YOU HAVE READ AND AGREED TO THE TERMS OF THISAGREEMENT; BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PROGRAMS, YOU
AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMER,
LIMITATION OF LIABILITY, AND TERMINATION PROVISIONS BELOW.
1. “Software Programs” means: (a) the computer software programs and related documentation owned or licensed by
Pixspan that are being installed by User; (b) any Pixspan software programs embedded in third party software programs that
User is installing; and (c) all maintenance releases, updates, upgrades, or features to the Software Programs, if any, provided
at any time by Pixspan directly or indirectly.
2. Subject to payment of the applicable license fees and to User's continuing compliance with this Agreement, User may
install and use the Software Programs in accordance with the terms of this Agreement. Use of the Software Programs is nonexclusive and limited to User's internal use thereof on computers owned or controlled exclusively by User for the processingof User's and User's customers' data, which use may not exceed the term or the scope of the specific license purchased (e.g.,but not by way of limitation, the permitted number of copies, threads, seats, servers, or active user accounts as reflected in
the transaction documentation issued by Pixspan) and as authorized by Pixspan in writing. If User has any questions
regarding the term or scope of the licensed purchased, User is to contact Pixspan Sales at: sales@pixspan.com.
3. Software Programs are activated by delivery of technology-enabled license keys or an entitlement system, which license
keys or entitlement systems may be designed to allow use of the Software Programs only in compliance with the scope of thelicense granted and to facilitate or enable termination of this Agreement at the end of its term (if not perpetual).
4. User shall not upload, install, or copy the Software Programs for use in a hosted service established to provide
Infrastructure-as-a-Service (“IaaS”), Platform-as-a-Service (“PaaS”), and Software-as-a-Service (“SaaS”) for use by otherend users over the Internet or any similar network (for the purpose of this Agreement, a “Cloud Environment”) without aseparate written license from Pixspan expressly permitting such use.
5. User shall not: (a) sublicense, lease, rent, or transfer the Software Programs, in whole or in part, to a third party in any
way; or (b) use the Software Programs for third-party training, commercial time-sharing, rental, or service bureau use; or (c)otherwise permit third parties to use the Software Programs, except employees, agents and contractors acting on behalf ofUser.
6. User shall not: (a) make or distribute copies of the Software Programs (provided that User may make one copy for backup
purposes only); (b) alter, merge, modify, or adapt the Software Programs or make derivative works thereof; or (c) reverse
engineer, disassemble, decompile, or otherwise derive the source code of the Software Programs, or disable or circumventthe license key or entitlement system, or attempt to do so. Where applicable law would, notwithstanding the foregoing
restriction, permit User to decompile, disassemble, or otherwise reverse engineer the Software Programs by any means
whatsoever to achieve interoperability, User hereby agrees that should User exercise such legal permission, any source code
or information derived from the source code such as the internal design and architecture of the Software Programs, that may
be accessed by or on behalf of User shall be treated for all purposes hereunder as the confidential and proprietary trade secret
information of Pixspan. User will not permit the disclosure of any such information to any person other than employees oragents of User that (a) have a need to access the information in connection with User's internal business functions; and (b)are subject to a binding written agreement not to disclose the information except to others entitled to access it under theterms hereof.
7. User may not transfer any rights under this Agreement without the prior written consent of Pixspan.
8. User shall not use or combine any open source software with the Software Programs in any manner that would subject any
Software Programs or confidential or proprietary information of Pixspan or its suppliers to the provisions of GPL, LGPL orsimilar open source terms and conditions, or to any other provisions that could require, or could condition the use or
distribution of such combined software on, the disclosure, licensing, or distribution of any source code for any portion of the
Software Programs.
9. User may use an evaluation version of the Software Programs, if provided hereunder, only to review and evaluate theSoftware Programs.
10. User shall pay all taxes of any and all kind, including but not limited to, sales, use, excise, value added tax, or import orexport (or similar tax or duties), levied upon delivery of the Software Programs or upon the license fees or royalties payable
hereunder, except taxes based on the overall net taxable income of Pixspan. If applicable law requires User to withhold any

income taxes levied on payments to be made pursuant to this Agreement (“Withholding Tax”) User shall increase suchpayment to Pixspan so that, after deduction for Withholding Tax, Pixspan receives payments as if no Withholding Tax had
been deducted.
11. User warrants it will not export, directly or indirectly, any information acquired under this Agreement or any Software
Programs utilizing any such information to any country to which such export prohibited by the laws of the United States, orfor which the U.S. Government or any agency thereof at the time of export requires an export license or other government
approval without first obtaining all necessary licenses or approvals. Further, User agrees that the costs of such compliance,
including but not by way of limitation, bonds, duties, or taxes shall be User's obligation.
12. This license is between Pixspan and User as a business entity; User shall take all appropriate steps to ensure that the
Software Programs are operated by User's employees, agents, or contractors in accordance with the terms of this Agreement
and to prevent unauthorized reproduction, distribution, disclosure, use or publication. User shall be responsible for any
breach of this Agreement by any of such personnel.
13. This Agreement grants the User only a limited license to use the Software Programs. Subject to the ownership rights ofthird parties specified in Section 19 below, Pixspan retains all right, title and interest, including all copyright and intellectual
property rights, in and to, the Software Programs and all copies thereof. All rights not expressly granted in this Agreement
are reserved by Pixspan. Unless applicable law gives User greater rights despite this limitation, you may use the software
only as expressly permitted in this Agreement.
14. User hereby grants Pixspan a non-exclusive, perpetual, non-terminable, worldwide, royalty free right and license to use,
reproduce, modify, create derivative works of, display, import, disclose, distribute, sublicense, rent, lease, lend copies of, andotherwise exploit any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided
by User directly or indirectly to Pixspan or created for User by Pixspan or its licensee that relate to Pixspan's software or
technology.
15. PIXSPAN PROVIDES THE SOFTWARE PROGRAMS “AS IS” AND DOES NOT WARRANT THAT THE
SOFTWARE PROGRAMS FURNISHED TO USER WILL MEET USER'S REQUIREMENTS OR THAT THE
OPERATION OF THE SOFTWARE PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. WITHOUT
LIMITING THE FOREGOING, PIXSPAN DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESSOR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND
FITNESS FOR A PARTICULAR PURPOSE. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE
UCC WILL BE CONFERRED ON USER UNLESS EXPRESSLY GRANTED HEREIN. THE SOFTWARE PROGRAMSARE NOT DESIGNED, INTENDED, OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING
FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION MEDICAL IMAGING APPLICATIONS, ANDPIXSPAN SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCHPURPOSES.
16. IF AND ONLY IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWAREPROGRAMS, PIXSPAN WARRANTS THAT THE SOFTWARE PROGRAMS WILL PEFORM SUBSTANTIALLY IN
ACCORDANCE WITH ITS ACCOMPANYING DOCUMENTATION FOR A PERIOD OF NINETY (90) DAYS FROM
THE DATE THE SOFTWARE PROGRAMS ARE FIRST MADE AVAILABLE FOR USE BY USER. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY PIXSPAN, ITS AGENTS, OR EMPLOYEES SHALL CREATE A
WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. SOMESTATES IMPOSE LIMITATIONS UPON OR PROHIBIT THE EXCLUSION OF IMPLIED WARRANTIES UNDERCERTAIN CIRCUMSTANCES, SO THE EXCLUSION AND DISCLAIMER OF WARRANTIES ABOVE MAY NOTAPPLY TO USER.
17. To the extent permitted by applicable law, neither party shall have any liability for incidental, consequential, indirect,
special, exemplary, or punitive damages; or liabilities of any kind for loss of revenue, loss of profits, loss of business, loss ofdata, interruption of business, cost of replacement goods, or other financial loss arising out of or in connection with thisAgreement or any order, regardless of the form of the action, whether in contract, tort (including negligence), strict productliability, or otherwise, even if any representative of a party hereto has been advised of the possibility of such damages andeven if any limited remedy specified in this Agreement or any order is deemed to have failed of its essential purpose.
Provided, however, that the parties expressly agree that this limitation does not apply to damages for infringement of one
party's intellectual property rights by the other party, and that any express payment obligation of User under this Agreement
or any order shall be deemed direct damages and no portion of any such express payment obligation shall be deemed
consequential damages within the meaning of this Section 17.
18. To the extent permitted under applicable law, Pixspan's total liability with respect to claims arising from or in connection
with its performance, or observance of its obligations or otherwise under this Agreement or any order, regardless of the formof the action, whether in contract, tort (including negligence), or other legal or equitable theory shall in no circumstances
exceed the lesser of: (a) amounts paid by licensee to Pixspan in the sixÂ (6) months preceding the event or (b) ten thousand
United States dollars ($10,000). Pixspan's maximum aggregate liability, regardless of the form of the action, whether incontract, tort (including negligence), or other legal or equitable theory in respect to, arising from, or in connection with its
performance or observance of its obligations, or otherwise under this Agreement and all purchase orders is fifty thousandUnited States dollars (U.S. $50,000).
19. This Agreement provides no other rights to User not expressly set forth herein (including any rights to maintenance andsupport, training, or other development services relating to the Software Programs). Any rights of User to any such services
shall be solely as provided in a separate written service, support and maintenance, or other agreement between User andPixspan and subject to the conditions therein. In no event shall User have any rights to enforce against Pixspan any
provisions of any license agreement or other agreement if either Pixspan or User is not a party to such agreement.
20. User agrees that Pixspan may audit User's use of the Software Programs for compliance with the terms of this Agreement
at any time, upon reasonable notice. In the event that such audit reveals any use of the Software Programs by User other thanin full compliance with the terms of this Agreement, User shall: (a) reimburse Pixspan for all reasonable expenses related tosuch audit in addition to any other liabilities to which User may be subject as a result of such non-compliance; and (b) pay
Pixspan for all additional license required to bring User's past use of the Software Programs into compliance with the termsof this Agreement plus interest thereon calculated at 1.5% per month (but in no event more than the maximum amountallowed by law) from the date User should have purchased the additional licensees to avoid non-compliance with the termsof the Agreement. User acknowledges that Pixspan shall have the right to enforce the provisions of this Agreement directlyagainst User, and Pixspan's remedies for any breaches may include, without limitation, damages, or injunctive or other
equitable remedies.
21. Pixspan may terminate the rights granted hereunder if User breaches this Agreement. This Agreement will automaticallyterminate by expiration of the applicable license keys or entitlement system, if this is a temporary or “demo” license or if the
Software Programs are issued to User prior to receipt of full payment. Temporary license keys or entitlement system may be
issued on original delivery pending receipt of payment for the license. In the event of termination, User must destroy all
copies of the Software Programs.
22. If the Software Program license purchased by User is a subscription plan or for a fixed term, User must destroy all copiesof the Software Programs upon expiration of the subscription plan or fixed term.
23. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof andreplaces any prior oral or written communications between User and Pixspan. In entering into this Agreement neither party isrelying on any representation that is not specified in this Agreement including without limitation any representations
concerning: (a) the performance or function of the Software Programs, other than as expressly warranted in Section 16
above; (b) the experiences or recommendations of other parties; or (c) any results or savings that User may achieve.
Additional or different terms in any written communication from User (such as a purchase order) are void. No Pixspanreseller, remarketer, licensee, agent, or employee is authorized to make any amendment to this Agreement unless such
amendment is in writing and signed by a duly authorized officer of Pixspan.
24. This Agreement shall be governed by the laws of the State of Maryland without giving effect to choice of law principles.
User hereby consents to the exclusive jurisdiction of the state or federal courts in Maryland to resolve any disputes arisingunder this Agreement and consents to venue in any court having subject-matter jurisdiction within the State of Maryland. In
each case this Agreement shall be construed and enforced without regard to the United Nations Convention on theInternational Sale of Goods.
25. Pixspan and the other trademarks trade names, product names, and logos contained in the Software Programs aretrademarks of Pixspan or of third party owners. User may not remove or alter any trademark, trade names, product names,logo, copyright, or other proprietary notices, legends, symbols or labels in the Software Programs. This Agreement does not
authorize User to use Pixspan's or its licensor's names or any of their respective trademarks.
26. If any part of this Agreement is found to be void or unenforceable it will not affect the validity of the remainder of theAgreement, which shall remain valid and enforceable according to its terms.