1. RIGHTS TO USE SERVICES.

Availability and Locating of Services.Subject to the following Terms and Conditions of this Glassbeam SaaS License Agreement (“Agreement”), Glassbeam agrees to manage and make available to the party (“Customer”) access to the Glassbeam Software as a service product offering(s) identified in the applicable Glassbeam SaaS Order Form (“SaaS Order Form(s)”) including all Documentation and Enhancements thereto made available hereunder (collectively, the “Services”) set forth on the applicable SaaS Order Form(s).

2. LIMITATIONS ON RIGHTS GRANTED FOR USE OF SERVICES; LIMITED LOCATION LICENSE.

2.1 Generally. Subject to the Terms and Conditions herein and under the applicable SaaS Order Form(s), Glassbeam hereby grants to Customer the right to access and use the Services, in object code form, solely as follows:

(a) Customer does not acquire under this Agreement any right or license to use the Services in excess of the scope and/or duration of the Services set forth in the applicable SaaS Order Form(s) during the Term, and, if not otherwise renewed or extended, all rights to access and use the Services will terminate at the expiration of such Term.

(b) Each user accessing the Services must be a Named User and must have access to only those functions for which Glassbeam has granted
specific user rights. Named Users can be defined by Glassbeam by sending email to [email protected], or Customer can manage Named Users
using Admin Portal.

(c) Product Operational Data uploaded to all Glassbeam products is limited to data created by Customer’s or its Named User’s devices, software and applications. Product Operational Data uploaded from additional sources requires the prior written approval of Glassbeam and may be subject to additional fees.

2.2 Third Party Software. The Services may contain or require the use of Third- Party Software. Customer’s use of the Third- Party Software is subject to and governed by the respective license terms of such Third- Party Software, except that Section 10 (Warranty), and Section 10 (Limitation on Direct Damages) of this Agreement also govern Customer’s use of the Third- Party Software (except where the application of such provisions would violate the terms of the applicable license for use of the Third- Party Software). Glassbeam may provide certain notices to Customer and its Named Users in the Documentation, readme or notice files available through the Services in connection with such Third- Party Software. The Third- party owner, author or provider of such Third- Party Software retains all ownership and Intellectual Property Rights in and to such Third- Party Software. Any Third- Party Software embedded, included or provided or used in connection with the Services may only be used in conjunction with the Services, which use is subject to this Agreement.

2.3 Limited Software Location License. Subject to the Terms and Conditions herein and Customer’s payment obligations, Glassbeam hereby grants toCustomer a non-exclusive, non­sublicensable, non-transferable, limited license (“License”) during the term set forth under the applicable SaaS Order Form.Customer shall have no right to receive, use or examine any source code or design Documentation relating to the Software. The License permits the use of theServices only in accordance with the purchased Services Configuration. It is a violation of this Agreement to create, set-up or design any hardware, software or system which alters the purchased Services Configuration.

2.4 Services Environment.Glassbeam will maintain the Services at a reputable third-party Internet service provider and hosting facility (“Glassbeam Cloud”) and will implement industry standard security precautions intended to prevent unauthorized access to Customer Content (which shall be any content uploaded by Customer to the Glassbeam Cloud).

3. PASSWORDS/SECURITY.

If applicable, Glassbeam shall issue to Customer, or shall authorize a Customer administrator to issue, a password for each Named User of the Services. Customer agrees to immediately notify Glassbeam of any unauthorized use of Customer's account (including each password of each Named User accessing the Services by means of Customer's account) or any other breach of security known to Customer. Glassbeam shall have no liability for any loss or damage arising from Customer's failure to comply with these requirements.

4. OWNERSHIP.

Glassbeam possesses all right, title and interest in the Services and any other Glassbeam materials furnished or made available hereunder,
and all modifications and Enhancements thereof, including all copyright and patent and other Intellectual Property Rights, belong to and are retained solely by Glassbeam, as applicable. There are no implied rights. Glassbeam acknowledges that, as between Glassbeam and Customer, all right, title and interest in Customer Content and any other Customer materials furnished or made available hereunder, and all modifications and Enhancements thereof, including all rights under copyright and patent and other Intellectual Property Rights, belong to and are retained solely by Customer and its Named Users and customers, as applicable. There are no implied rights.

5. CUSTOMER OBLIGATIONS.

5.1 Prohibited Actions. Customer shall not, directly or indirectly, or permit any Named User to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; modify, translate, or create derivative works based on the Services or any related Documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services; use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; remove any proprietary notices from the Services or any other Glassbeam materials furnished or made available hereunder; publish or disclose to third parties any evaluation of the Services without Glassbeam's prior written consent; or use the Services in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data.

5.2 Hardware. Customer is solely responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access and use the Services in any Glassbeam controlled Services Environment and for paying all third-party fees and access charges (e.g., ISP, telecommunications, etc.) incurred while using the Services.

5.3 Network Operations; Transmission of Product Operational Data.Customer acknowledges and agrees: (1) that Customer assumes the risk for use of the Services; (2) that Customer is responsible for selecting appropriate remediation for, and resolving, any issues found on Customer’s network or in Customer’s web traffic through the Services; and (3) that Glassbeam is not liable for, or responsible to, remediate any issues found on Customer’s network or in Customer’s web traffic through the Services. Customer is responsible for providing Glassbeam with Product Operational Data collected regularly from its or its customers’ installed base, as applicable.

5.4 Conduct; Compliance with Laws.Customer shall be solely responsible for its actions and the actions of its Named Users while using the Services.Customer and Glassbeam agree to abide by all local, state, national, and international laws and regulations applicable to Glassbeams’ provision of the Services and Customer's use of the Services, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Services, intellectual property and privacy laws, gambling and gaming laws, and all laws applicable to wireless e-mail marketing and advertising Glassbeam may remove any Content that violates the foregoing, in Glassbeam’s reasonable discretion, posted or stored using the Services or transmitted through the Services,Provided however, Glassbeam shall notify Customer in writing of any such removal with an explanation providing sufficient detail for Customer to respond accordingly within five (5) business days of such removal.

5.5 Acceptable Use.Customer agrees to comply with the terms and conditions of Glassbeam’s Acceptable Use Policy (“AUP“) which can be accessed at the Glassbeam Portal (www2.glassbeam.com/aup-contract), as the same may be updated from time to time.

6. TERMINATION.

6.1 Breach. Either party may terminate this Agreement upon written notice if the other party has breached a material term of this Agreement and has not cured such breach within thirty (30) days of receipt of notice from the non-breaching party specifying the breach.

6.2 Customer Conduct.Glassbeam may suspend or terminate access to the Services, at its sole option, with or without notice to Customer, if Customer breaches either of Section 5.4 or 5.5 of this Agreement.

6.3 Effect of Termination.Glassbeam shall not be liable to Customer or any third party for suspension or termination of Customer’s access to, or right to use, the Services under this Agreement. Upon the effective date of expiration or termination of this Agreement for any reason, whether by Customer or Glassbeam, Customer's right to use the Services shall immediately cease. Upon the expiration or termination of this Agreement, Customer and its Named Users’ access to the Services will terminate and Customer shall cease accessing and using the Services immediately. Sections, 4, 5, 6, 7,8, 9, 10,11, 12, 13, and 14 of this Agreement shall survive its expiration or termination for any reason. Glassbeam shall retain Customer’s Product Operational Data files for a period of thirty (30) days after expiration or termination of this Agreement. Customer may request that Glassbeam conduct a mass export of Customer’s Product Operational Data files, Customer Content, and the database, and Glassbeam agrees to provide such services at its then-current rates on a time and materials basis. After thirty (30) days, Glassbeam will delete and destroy all Customer Product Operational Data files and Customer Content without notice or further liability to Customer.

7. CONFIDENTIALITY.

Customer shall hold in the strictest confidence the Services and any related Software and materials or information including, but not
limited to, any technical data, research, product plans or know-how provided by Glassbeam to Customer, either directly or indirectly in writing, orally or by inspection of tangible objects (“Confidential Information”). Customer shall not disclose any Confidential Information to third parties, including any of its employees who do not have a need to know such information and Customer shall take reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of the Confidential Information. Customer shall immediately notify Glassbeam in the event of an unauthorized or suspected use or disclosure of the Confidential Information. Upon expiration or termination of this Agreement for any reason, Customer shall promptly return to Glassbeam, or destroy all copies of Glassbeam’s Confidential Information.

8. FEES AND TAXES.

8.1 Fees. Customer agrees to pay the applicable setup fees (“Setup Fees”), if any, and during the Initial Term and any Extended Term (as defined below) monthly subscription fee based on Customer’s usage of the Services in each month (“Subscription Fee”), in accordance with the fees, charges, and billing terms set forth in this Agreement and applicable Order Form (collectively, “Fees”). The initial number of Assets and number of Exams (collectively referred as, “Billing Units”) is set forth on the attached Order Form. On or about thirty (30) days following the commencement of the Initial Term (and on or about each 30-day anniversary thereof), Glassbeam will review the actual number of Billing Units that are sending data for Customer’s account in the preceding 30 days to determine if the initial number of Billing Units was exceeded. If the initial number of Billing Units was exceeded during the preceding 30 days, Glassbeam will increase the Fee associated with Customer’s account per increased number of Billing Units. Customer agrees to sign an Amendment to the SaaS Order Form reflecting such increased number of Billing Units, based on Glassbeam’s then-current price list, and to pay such increased Fee immediately upon its receipt of Glassbeam’s invoice. All Fees are quoted and payable in United States currency. In addition to such Fees, Customer shall pay all applicable sales, use and other taxes or duties (excluding taxes based on Glassbeam’s net income).

8.2 Payments.The Subscription Fee (other than Fees for Customer’s exceeding the Billing Units) will be invoiced in advance per year with net 30 payment terms for access to the Services, unless otherwise stated on the attached Order Form. Invoices will be sent to Customer at the address noted in the attached Order Form.

8.3 Additional Billing Units. During any Term of this Agreement, Customer may contact Glassbeam to place an order to increase Billing Units. The fee for any additional Billing Units shall be assessed at Glassbeam’s then-current rates on a pro-rated basis and will be included in the invoice for the calendar month immediately following the month in which the additional Billing Units were added to Customer’s account.

9. Audit.

Glassbeam shall have the right to review Customer’s use of the Services and/or enter Customer’s facilities and premises, if required, during normalbusiness hours, upon not less than five (5) business days prior written notice to Customer, to verify Customer’s compliance with the terms of this Agreement.Alternatively, Glassbeam may request that Customer provide a written report as to the number of Billing Units being analyzed by the Services. In the event that an audit reveals excess usage in Billing Units being analyzed (compared to contracted Services), Glassbeam shall issue an invoice for the Services equal to the number of such excess billings at the then-current rate for the Services and Customer shall pay such invoice within forty-five (45) days of receipt of invoice. The costs of any such audit shall be at Glassbeam’s expense. Any such audit shall be conducted at a time and in a manner so that it does not materially interfere with Customer’s day-to-day operations.

10. WARRANTY.

10.1 Glassbeam covenants, represents and warrants that the Services will be provided in compliance with all applicable laws and regulations.

10.2 TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR SERVICE ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. GLASSBEAM DOES NOT WARRANT THAT (A) THE USE OF THE GLASSBEAM MATERIALS WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT GLASSBEAM WILL CORRECT ALL SERVICES ERRORS, (B) THE GLASSBEAM MATERIALS WILL OPERATE IN COMBINATION WITH ANY NAMED USER’S CONTENT OR DATA, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY GLASSBEAM, AND (C) THE GLASSBEAM MATERIALS WILL MEET EITHER CUSTOMER OR ANY NAMED USER’S REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS.

10.3 GLASSBEAM DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GLASSBEAM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. GLASSBEAM IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM ANY NAMED USER’S CONTENT OR DATA UPLOADED TO THE SERVICES.

11. GENERAL INDEMNIFICATION.

Each party as the indemnifying party (“Indemnifying Party”) agrees to indemnify, defend and hold the other party as the indemnified party (“Indemnified Party”) harmless from all third party claims, losses, judgments, damages, expenses and costs (including, without limitation, reasonable attorneys’ fees and court costs), whether fixed or contingent, and whether or not adjudicated, as well as any settlements agreed to by IndemnifyingParty arising from or in any way related to: (a) damage to real or tangible personal property; or (b) bodily injury or death ; resulting from any act or omission of a party or (ii) resulting from a party’s negligence or willful act or omission. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any matter which is subject to the indemnity obligations above. The Indemnified Party agrees (i) to notify the Indemnifying Party of any such claim; (ii) to cooperate in the defense and furnish related evidence in its control; and (iii) that the Indemnifying Party shall have sole control of the defense and all related settlement negotiations, except any negotiation, settlement, and/or judgment which contemplates or has the effect of restricting or preventing normal business practices or otherwise has a negatively impact on the Indemnified Party’s business

12. INFRINGEMENT INDEMNIFICATION.

Glassbeam shall indemnify, defend and hold harmless Customer (and its parents, officers, directors, members, stockholders, subsidiaries, affiliates, employees and agents) from and against any liability, claim, action, loss, cost, damage or expense (including reasonable attorneys’ fees) incurred or suffered by Customer, arising out of any third party claim alleging any violation or infringement of any copyright, patent, trademark, service mark, or other proprietary right of any third party relating to Customer’s use of the Services provided by Glassbeam to Customer hereunder. If it is shown that the Services provided by Glassbeam to Customer hereunder do infringe a third-party’s intellectual property rights, Glassbeam shall, at its option, (i) modify the infringing materials to be non-infringing; (ii) obtain for Customer a license to continue using the infringing materials consistent with the rights granted in this Agreement; (iii) replace the infringing materials with non-infringing materials; or (iv) solely, if Glassbeam determines in its sole and reasonable discretion that
neither (i), (ii), or (iii) above are commercially reasonable, promptly refund to Customer the fees paid for the infringing Services. The forgoing shall be Glassbeam’s sole liability and obligation and Customer’s sole recourse with respect to any infringement indemnification. The forgoing intellectual property infringement indemnity shall not be applicable with respect to any Third-Party Software, provided however, to the extent any software belonging to a third party is embedded in Glassbeam’s proprietary software products, this indemnity shall apply with respect thereto.

13. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AND AGENTS BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR FOR LOSS OF PROFITS, REVENUES, CONTRACTS, CUSTOMERS, LOSS OF USE, LOSS OF DATA, GOODWILL, BUSINESS INTERRUPTION, COST OF REPLACEMENT GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED COST SAVINGS EVEN IF ADVISED OF THE POSSIBILITY OF SAME OR SAME WERE REASONABLY FORESEEABLE.

EXCEPT WITH RESPECT TO GLASSBEAM’S INFRINGEMENT INDEMNITY OBLIGATIONS AND A BREACH OF CONFIDENTIALITY BY CUSTOMER, EACH PARTY’S MAXIMUM LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL IN NO EVENT EXCEED OF THE TOTAL AMOUNT PAID BY CUSTOMER TO GLASSBEAM FOR THE SOFTWARE OR SERVICES DIRECTLY CAUSING THE LIABILITY DURING THE TWENTY-FOUR (24) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM, AND UNDER NO CIRCUMSTANCES IN THE AGGREGATE FOR ALL CLAIMS TO EXCEED THE AMOUNT PAID TO GLASSBEAM DURING TERM OF THIS AGREEMENT, AND SHALL BE LIMITED TO DIRECT DAMAGES ONLY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FUNDAMENTAL BREACH, BREACH OF MATERIAL TERM OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14. GENERAL.

This Agreement shall inure to the benefit of each party’s successors and permitted assigns. Both parties acknowledge and agree that the Services and technology subject to this Agreement are subject to the export and re-export control laws and regulations of the United States and any applicable jurisdiction, including but not limited to the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. Both parties will comply with these laws and regulations. This Agreement may be amended or superseded only by a written instrument signed by both parties. This Agreement shall be governed by the laws of the state of Delaware, excluding its conflict of laws rules. The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. Any provision of this Agreement held to be unenforceable shall not affect the enforceability of any other provisions of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any other agreement, the terms of this Agreement shall control. Except with respect to Customer’s payment obligations under each applicable SaaS Order Form, neither
party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party’s reasonable control, including acts of God, civil commotion, war, strikes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements. All pre-printed terms and conditions of any quote, invoice, purchase order or other form of document that are inconsistent to or in conflict with this Agreement shall be null and void and of no legal force or effect. In The event of a conflict between the terms of this Agreement and any SaaS Order Form, the terms of this Agreement shall control unless such SaaS Order Form expressly states that such conflicting term shall take precedence. No waiver shall be deemed a waiver of any prior or subsequent default hereunder.

15. MARKETING.

Upon Customer’s prior written approval in each and every instance, Glassbeam may use Customer’s name and logo in its customer list, and request for approval on a customer quote for a Glassbeam press release announcing new customer win(s).

16. CUSTOMER SUPPORT.

Except as expressly stated on a SaaS Order Form, the Fees include the provision to Customer of Glassbeam’s current Standard Support as described at https://www2.glassbeam.com/support-contract

17. DEFINITIONS.

The following terms shall have the meanings set forth below when used in this Agreement:

(a) “Billing Units” includes two things: 1) “Number of Exams” where Exam data is DICOM header information from a procedure (a collection of images) that are sent to a PACS server in a hospital IT network by all imaging modalities, such as MRI, CT, Ultrasound, etc, and 2) “Number of Assets” where Asset data means Product Operational Data e.g. machine logs. All data from Billing Units is uploaded to, resides in, retained for 12 months, and is run through the Services for analysis.

(b) Affiliate means any person, partnership, joint venture, corporation, company or other form of enterprise, including, but not limited to subsidiaries, located in the Territory and in which Customer holds directly (or indirectly through one or more intermediaries) more than fifty percent (50%) of the outstanding voting shares, voting rights or other securities, or which is controlled by, or is under common control with Customer.

(c) “Documentation” means the documentation supplied with the Services or otherwise made available to Customer under this Agreement, including, without limitation, the program instructions and user manuals for the Services referenced within the Services, as well as any help windows and readme files that are accessible from within the Services.

(d) “Content” means all data, information, text, files, images, graphics, illustrations, audio, video, photographs and other content and material, in any format, provided by Customer or any Named Users that are uploaded to, reside in, or run on or through, the Services including, without limitation, Product Operational Data.

(e) “Enhancements” means all modifications, improvements, derivative works of or revisions to the Software including, without limitation, those expanding its functionality or improving its performance commonly known as upgrades

(f) “Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, including moral rights and all applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

(g) “Named Users” means those employees, contractors, agents and other authorized individuals identified by Customer as permitted to use the Services and include each level of user, including, without limitation, all Regular Users and Power Users. Regular Users can use all functionalities of the Services offered, EXCEPT the ability to author Rules and Dashboards, which are only allowable to Power Users.

(h) “Product Operational Data” means any data containing configuration, status, statistics and events, CRM information and any device or other Customer-related information that is uploaded to, resides in, or is run on or through, the Services.

(i) “Services Configuration” means the subscriptions to the Software and Services and any additional services purchased by Customer, the Licensed Servers, if any, and the applicable fees payable with respect thereto.

(j) “Services Environment” refers to the combination of hardware and Software components owned and managed by Glassbeam to which Glassbeam grants Customer and its Named Users access as part of the Services or, where applicable, the hardware and Software components owned and managed by or on behalf of Customer through which access to the Services is provisioned. As applicable and subject to the terms of this Agreement, Customer and its Named Users’ Content may be hosted in the Services Environment.

(k) “Software” means the commercial versions of software product/s, in object code form only (and accompanying Documentation, if applicable), including all Enhancements thereto, and made available by Glassbeam to Customer and its Named Users as part of the Services.

(l) Third Party Software” means certain software that is supplied by third parties that Glassbeam provides access to as part of or which is incorporated into the Services.