END USER LICENSE AGREEMENT (Software as a Service)

IMPORTANT-READ CARFULLY: This End User License Agreement (this 'EULA') contains the terms and conditions regarding your use of the SOFTWARE (as defined below). This EULA contains material limitations to your rights in that regard. You should read this EULA carefully and treat it as valuable property.

I THIS EULA

1. Your relationship with MRI Software. Product(s) purchased in all regions, this EULA relates to MRI Software LLC. ('MRI SOFTWARE');

2. Software Covered by this EULA. This EULA governs your use of the MRI SOFTWARE product(s) accessed or used in this service offering (individually and collectively, the 'SOFTWARE'). The term 'SOFTWARE' includes to the extent provided by MRI SOFTWARE: (a) any revisions updates and/or upgrades thereto; (b) any data, images or executable files, databases, data engines, computer software, or similar items customarily used or distributed with computer software products; (c) anything in any form whatsoever intended to be used with or in conjunction with the SOFTWARE; and (d) any associated media, documentation (including physical, electronic and on-line) and printed materials (the 'Documentation').

3. This EULA is a Legally Binding Agreement Between You and MRI SOFTWARE. If you are acting as an agent of a company or other legal person, such as an officer or other employee acting for your employer, then 'you' and 'your' mean your principal, the entity or other legal person for whom you are acting. However, importantly, even if you are acting as an agent for another, you may still be personally liable for violation of laws such as copyright infringement.

This EULA is a legally binding agreement between you and MRI SOFTWARE. You intend to be legally bound by this EULA to the same extent as if MRI SOFTWARE and you physically signed this EULA. By using the SOFTWARE, you agree to be bound by the terms and conditions contained in this EULA. If you do not agree to all of the terms and conditions contained in this EULA, you may not use the SOFTWARE.

II INTELLECTUAL PROPERTY

1. Copyright. You agree that all right, title, and interest in and to the SOFTWARE (including, but not limited to, any images, photographs, animations, video, audio, music, text, and 'applets' incorporated into the SOFTWARE), and any copies of the SOFTWARE, and any copyrights and other intellectual property therein or related are owned exclusively by MRI SOFTWARE except to the limited extent that MRI SOFTWARE may be the rightful license holder of certain third-party technologies incorporated into the SOFTWARE. The SOFTWARE is protected by copyright laws and intellectual treaty provisions. The SOFTWARE is licensed to you, and not sold to you. MRI SOFTWARE reserves all rights not otherwise expressly and specifically granted to you in this EULA.

2. Limitations on reverse engineering, decompilation, and disassembly. You may not alter, assign, modify, create derivative works, reverse engineer, decompile, or disassemble the SOFTWARE.

3. Software Rental. You may not rent or lease the SOFTWARE to any other party.

III LIMITED LIABILITIES

1. Liabilities. In no event shall MRI SOFTWARE be liable for any damages whatsoever (including, without limitation, damages for loss of business profit, business interruption, loss of business information, loss of contracts, or for any financial or economic loss or for any damages or losses, special, direct, indirect or consequential loss or damages whatsoever) arising out of the use or inability to use the SOFTWARE, even if MRI SOFTWARE has been advised of the possibility of such damages.

2. Use of SOFTWARE. The data available through this SOFTWARE does not constitute advice or the making of any recommendation and the content or output of this SOFTWARE should not be relied upon as the basis for any decision or action. We exclude to the fullest extent permitted by law any and all liability for any direct, indirect or consequential loss or damage arising as a result of access to and use of the SOFTWARE, reliance on the content contained on them or as a result of the SOFTWARE being unavailable.

3. Use of Data. The use of information obtained from the SOFTWARE is at your sole discretion and risk.

IV HOSTED SERVICES

1. Virus Prevention. We take reasonable precautions to prevent viruses and malicious code in this service, but you are responsible for ensuring that anything downloaded from this service is suitable for use and is free from viruses and malicious code. We exclude to the fullest extent permitted by law and all liability that may arise in connection with or as a result of any failure to do so.

2. Access by You. You are responsible for making all arrangements necessary to have access to this service.

3. Termination. We have the right to terminate your use of this service at any time if you are in breach of this EULA.

4. System Availability. We shall not be liable for any breach of this EULA or any failure to provide or delay in providing access to the service resulting from any event or circumstance beyond our reasonable control including, without limitation, strikes, lockouts and other industrial disputes, breakdown of systems or network access or other technical equipment including hardware, software, fire, explosion or accident.

V USAGE TRACKING

The Software tracks anonymous usage data of the Software to improve the user experience, and by use of the Software you consent to the collection of this information. The Software also tracks Software failures for the purpose of product improvements. All information collected is used exclusively for product improvement and customer support purposes, and is not shared with other parties.

VI MISCELLANEOUS

1. This is the Entire Agreement. This EULA (including any addendum or amendment to this EULA included with the SOFTWARE) is the final, complete and exclusive statement of the entire agreement between you and MRI SOFTWARE. This EULA supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications between you and the provider of this service in relation to the subject matter of this EULA, whether oral or written. No terms or conditions, other than those contained in this EULA, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon the parties unless entered into in writing.

2. Right to Change EULA. MRI SOFTWARE reserves the right to change any part of this service or the EULA at any time without notice.

3. You Indemnify MRI SOFTWARE. You agree to indemnify, hold harmless, and defend MRI SOFTWARE and its suppliers and resellers from and against any and all claims or lawsuits, including legal fees, that arise or result from this EULA.

4. Interpretation of this EULA.
EMEA REGION
If for any reason a court of competent jurisdiction finds any provision of this EULA, or any portion thereof, to be unenforceable, that provision of this EULA will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA will continue in full force and effect. Formative of defined terms shall have the same meaning of the defined term. Failure by either party to enforce any provision of this EULA will not be deemed a waiver of future enforcement of that or any other provision. This EULA is governed by the laws of England. The parties consent to the personal jurisdiction and venue of England, and agree that any legal proceeding arising out of the EULA shall be conducted in England.

US REGION
If for any reason a court of competent jurisdiction finds any provision of this EULA, or any portion thereof, to be unenforceable, that provision of this EULA will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA will continue in full force and effect. Formative of defined terms shall have the same meaning of the defined term. Failure by either party to enforce any provision of this EULA will not be deemed a waiver of future enforcement of that or any other provision. This EULA is governed by the laws of the United States; and the state of Illinois. The parties consent to the personal jurisdiction and venue of Illinois, and agree that any legal proceeding arising out of the EULA shall be conducted in Illinois.

APAC
If for any reason a court of competent jurisdiction finds any provision of this EULA, or any portion thereof, to be unenforceable, that provision of this EULA will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA will continue in full force and effect. Formative of defined terms shall have the same meaning of the defined term. Failure by either party to enforce any provision of this EULA will not be deemed a waiver of future enforcement of that or any other provision. This EULA is governed by the laws of Hong Kong. The parties consent to the personal jurisdiction and venue of Hong Kong, and agree that any legal proceeding arising out of the EULA shall be conducted in Hong Kong in English.

MRI Software LLC Issued: 1st May 2024

Terms and Conditions

END USER LICENSE AGREEMENT (Software as a Service)