MERA Software End User License Agreement (EULA)

This MERA Software End User License Agreement (“Agreement”) sets forth the terms under which EdgeCortix, Inc. (“EdgeCortix” or “Licensor”) licenses to the customer (“Customer”) the right to use EdgeCortix’s proprietary MERA compiler, software stack, tools, runtime components, and related platform elements (collectively, the “Software”).

If Customer has also entered into EdgeCortix’s Terms and Conditions of Sale and License (Hardware Products) (the “Hardware Terms”), the Hardware Terms govern the sale and use of hardware products (“Products”), and this Agreement governs Customer’s use of the Software. In the event of a direct conflict between this Agreement and the Hardware Terms with respect to the Software, this Agreement shall control.

By installing, accessing, or using the Software, Customer agrees to be bound by this Agreement.

1. GRANT OF LICENSE

1.1 License Grant.

Subject to Customer’s continued compliance with this Agreement and any applicable ordering document, EdgeCortix grants to Customer a limited, personal, non-exclusive, non-transferable license to install, access, and use the Software solely:

for Customer’s internal business purposes; and
in connection with EdgeCortix Products and/or other hardware or systems expressly designated by EdgeCortix as compatible.

Subject to Customer’s full compliance with this Agreement, EdgeCortix grants Customer a limited, non-exclusive, non-transferable license to reproduce and distribute the runtime components of the Software, in object code form only, solely:

as embedded within Customer’s products that incorporate EdgeCortix Products; and
as an integrated and inseparable part of such products.

Customer may not distribute the Software on a standalone basis.

Customer shall:

ensure the Software is not accessible or modifiable except as required for normal operation of Customer’s product;
prohibit reverse engineering, decompilation, and disassembly to the maximum extent permitted by law;
include appropriate copyright and proprietary notices; and
impose license terms on its end users that are at least as protective of EdgeCortix as this Agreement
All other rights are reserved by EdgeCortix.
1.1.1 Sublicensing. Notwithstanding the foregoing, Customer may sublicense the Software to third parties (each, a "Sublicensee") solely in connection with Customer's products that incorporate the Software, subject to all of the following conditions:
(a) each Sublicensee must execute a written license agreement containing terms and conditions at least as protective of EdgeCortix and the Software as those set forth in this Agreement;
(b) Customer shall remain fully liable to EdgeCortix for all acts and omissions of each Sublicensee as if such acts and omissions were Customer's own;
(c) Sublicensees shall have no right to further sublicense the Software to any other party;
(d) Customer shall maintain complete and accurate records of all Sublicensees and shall provide such records to EdgeCortix upon request;
(e) Customer shall promptly notify EdgeCortix in writing of any breach or suspected breach of the sublicense terms by any Sublicensee; and
(f) EdgeCortix may, in its sole discretion, require Customer to terminate any sublicense upon written notice if EdgeCortix reasonably believes the Sublicensee has violated or is likely to violate the terms of this Agreement.

1.2 Authorized Users.
Customer may permit its employees and individual contractors acting on its behalf (collectively, “Authorized Users”) to use the Software solely for the benefit of Customer and solely in accordance with this Agreement. Customer is responsible for all use of the Software by Authorized Users and any other person using the Software through Customer’s accounts or systems.

1.3 No Other Rights.
This Agreement grants only the license rights expressly set forth herein. All other rights are reserved by EdgeCortix and its licensors.

2. USE RESTRICTIONS

2.1 General Restrictions.
Customer shall not, and shall not permit or assist any third party to:

a. decompile, translate, reverse engineer, disassemble, or otherwise attempt to derive the source code, structure, algorithms, or underlying ideas of the Software or any data files generated by the Software, or assist any third party in doing so;

b. publish, disclose, or make available the Software’s object code, or make any memory dumps or screen copies of such object code, except as strictly necessary for permitted use;

c. publish or disclose the results of any benchmarking, performance testing, or competitive analysis of the Software, or use such results to develop or benchmark competing products;

d. copy the Software, except for a reasonable number of backup or archival copies, which must include all proprietary notices; e. modify, adapt, translate, or create derivative works of the Software;

f. sell, rent, lease, loan, lend, time-share, sublicense (except as expressly permitted under Section 1.1.1), distribute, or otherwise transfer the Software to any third party;

g. remove, alter, or obscure any product identification, proprietary, or intellectual property notices on or in the Software;

h. use the Software in violation of any applicable law or regulation;

i. use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any person or entity; or

j. use the Software for any purpose that competes with EdgeCortix's business.

2.2 Compatibility.
Customer acknowledges that the Software is designed to be compatible only with the software, hardware, and/or systems specified by EdgeCortix. Use with any other environment is at Customer’s sole risk.

2.3 EdgeCortix Enforcement and Protection Rights.

If any Authorized User, Sublicensee, or other person using the Software through Customer’s systems violates or threatens to violate this Agreement (including this Section 2), EdgeCortix may, in addition to any other rights or remedies available at law or in equity, take immediate steps to enforce this Agreement and protect the Software and its proprietary rights without prior notice to Customer. Such steps may include requiring Customer to take corrective actions, suspending or terminating Customer’s access to Software updates, support services, documentation, license entitlements, or other EdgeCortix-controlled resources, and terminating this Agreement in accordance with Section 7. Customer shall reimburse EdgeCortix for all costs and expenses, including reasonable attorneys' fees, incurred in enforcing this Agreement.

Customer acknowledges that EdgeCortix does not control the Software after it has been downloaded and installed by Customer. Nothing in this Agreement obligates EdgeCortix to monitor Customer’s use of the Software. Customer remains solely responsible for ensuring that all use of the Software complies with this Agreement.

Customer further acknowledges that unauthorized use of the Software, interference with contractual or technical safeguards, or misuse of the Software may cause irreparable harm to EdgeCortix for which monetary damages may be inadequate. Accordingly, EdgeCortix shall be entitled to seek injunctive or other equitable relief, without the necessity of posting bond or proving actual damages, in addition to any other remedies available.

2.4 Customer Responsibility.

Customer is liable for any damage or loss caused by any Authorized User, Sublicensee, or other person using the Software through Customer’s account or systems, whether in violation of this Agreement or otherwise. EdgeCortix may, where appropriate, report any actual or suspected criminal activity related to use of the Software to law enforcement and shall have no liability to Customer arising from any such report.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Ownership.

Customer acknowledges and agrees that EdgeCortix and its licensors own all right, title, and interest in and to the Software, all related documentation, and all enhancements, modifications, improvements, updates, derivative works, and any other developments thereof (whether made by EdgeCortix, Customer, or any third party), including all associated intellectual property rights. No title or ownership rights are transferred to Customer under this Agreement. Any modifications, improvements, or derivative works of the Software created by Customer or on Customer's behalf shall be owned exclusively by EdgeCortix, and Customer hereby assigns to EdgeCortix all right, title, and interest in any such works.

3.2 No Source Code Access.

Customer acknowledges that the Software is licensed in object code form only and that Customer has no right to access, receive, or use the Software in source code form except as expressly provided under this Agreement.

3.3 Trademarks.
EdgeCortix shall have and retain sole ownership of its trademarks, service marks, trade names, logos, and related goodwill. Customer shall not remove or alter any trademark, patent, or copyright notices or any EdgeCortix branding in or on the Software or documentation, and shall not challenge or contest EdgeCortix’s exclusive rights thereto.

3.4 No Implied Licenses; Relationship to Hardware Terms.
Except for the limited license expressly granted in this Agreement, no licenses or rights are granted to Customer, whether by implication, estoppel, or otherwise, under any patents, copyrights, trade secrets, trademarks, or other intellectual property of EdgeCortix or its licensors. Payment of any license fees, support fees, or non-recurring engineering or customization charges does not convey any ownership interest in, or rights to, any source code, design, tooling, or other materials used or developed by EdgeCortix. Rights in and to hardware Products are governed by the Hardware Terms, and nothing in this Agreement shall be construed to modify or expand Customer’s rights in any Products.

3.5 Open Source Components.

The Software may include or make use of certain third-party open source software components (“Open Source Components”) that are subject to separate open source licenses (“Open Source Licenses”). Customer’s use of any Open Source Components is governed by the applicable Open Source Licenses, which may grant Customer additional rights beyond those set forth in this Agreement.

Information about Open Source Components and applicable Open Source Licenses will be made available in the Software documentation, a “NOTICE” file, or at a location designated by EdgeCortix. Nothing in this Agreement limits Customer’s rights under any applicable Open Source License. Open Source Components are provided “as is” without warranties or conditions of any kind from EdgeCortix, to the extent permitted by applicable law. All other portions of the Software that are not Open Source Components remain proprietary to EdgeCortix and are licensed under the terms of this Agreement.

4. SUPPORT AND MAINTENANCE

Unless otherwise agreed in a separate written support agreement or order, EdgeCortix is under no obligation to provide updates, upgrades, maintenance, or support services for the Software. EdgeCortix may, in its sole discretion, discontinue or modify the Software or any support services at any time without notice or liability. Where EdgeCortix agrees to provide support, Customer shall make available appropriate personnel and information reasonably required for EdgeCortix to perform such obligations. EdgeCortix shall not be responsible for any delay in support arising from Customer’s failure to provide such assistance. Any support provided shall be subject to EdgeCortix's then-current support policies and pricing.

5. CUSTOMER DATA

To the extent Customer inputs data into the Software or the Software generates outputs based on Customer-provided data (“Customer Data”):

a. as between the parties, Customer retains ownership of Customer Data;

b. Customer is solely responsible for the accuracy, quality, and legality of Customer Data and its use of such data with the Software.

c. Customer acknowledges that the Software is downloaded and installed onto systems owned and controlled by Customer. EdgeCortix does not have the ability to access, view, process, or otherwise interact with any Customer Data or any other data residing on Customer's systems. Accordingly, EdgeCortix is not acting as a data processor, service provider, subprocessor, or in any similar capacity with respect to Customer Data under any applicable data protection or privacy laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), or any similar legislation. Customer shall be solely responsible for complying with all applicable laws relating to the collection, use, protection, and storage of Customer Data.

6. FEEDBACK

To the extent Customer, any Authorized User, any Sublicensee, or any of their respective representatives provide EdgeCortix with any suggestions, ideas, requests for enhancements, error reports, bug fixes, or other input regarding the Software, Products, or related documentation (“Feedback”), Customer agrees that such Feedback is provided voluntarily and without any restriction, expectation of compensation, or confidentiality obligation. EdgeCortix may use, modify, commercialize, and sublicense such Feedback without obligation or compensation, and Customer hereby irrevocably assigns (and shall cause its representatives, Authorized Users, and Sublicensees to assign) all right, title, and interest in and to such Feedback to EdgeCortix, including all intellectual property rights therein. Customer shall execute any documentation or take any other actions as reasonably requested by EdgeCortix to effectuate the intent of this section.

7. TERM AND TERMINATION

7.1 Term.
This Agreement is effective as of the earlier of (a) Customer’s first installation, access, or use of the Software, or (b) execution of an order referencing this Agreement, and continues until terminated as set forth herein.

7.2 Termination for Breach or Insolvency.

Either party may terminate this Agreement upon written notice if the other party:

a. commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice; or

b. becomes insolvent, is subject to any bankruptcy or similar proceeding, or ceases to operate in the ordinary course of business. Notwithstanding the foregoing, EdgeCortix may terminate this Agreement immediately upon written notice if Customer breaches any provision of Sections 1, 2, or 3 (relating to license scope, use restrictions, or intellectual property).

7.3 Termination for Misuse.

EdgeCortix may limit, suspend, or terminate Customer’s access to the Software immediately and without prior notice if, in EdgeCortix’s sole judgment:

a. Customer’s or any Sublicensee's use materially adversely affects or threatens to affect EdgeCortix, the Software, or other customers;

b. Customer’s or any Sublicensee's use is unlawful, unauthorized, fraudulent, or otherwise in violation of this Agreement;

c. EdgeCortix reasonably believes that continued access poses a security risk; or

d. Customer fails to pay any amounts due to EdgeCortix under this Agreement or any related agreement.

7.4 Effect of Termination.

Upon any expiration or termination of this Agreement for any reason, Customer shall immediately:

(a) cease all use of the Software and terminate all sublicenses granted hereunder;

(b) promptly return, destroy, or cause to be destroyed all copies of the Software and related documentation in its possession or control or in the possession or control of any Sublicensee; and

(c) remove all copies of the Software from any systems, devices, or products and ensure that any and all Sublicensees similarly remove all such copies. Upon request, Customer shall provide written certification of such destruction, return, and removal, signed by an authorized officer, within ten (10) business days. All license rights and sublicenses granted under this Agreement shall terminate upon termination of this Agreement.

7.5 Survival.
Sections relating to intellectual property, restrictions, confidentiality, disclaimers, limitations of liability, indemnification, export control, and any other provisions which by their nature are intended to survive, shall survive expiration or termination of this Agreement.

8. CONFIDENTIALITY

8.1 Confidential Information.
In connection with this Agreement, each party may receive or have access to non-public information of the other party, including software, product plans, pricing, customer lists, technical data, “know-how,” and trade secrets, that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”).

8.2 Use and Protection.
The receiving party shall:
a. use Confidential Information solely as necessary to perform its obligations and exercise its rights under this Agreement;
b. not disclose Confidential Information to any third party except to its employees, agents, and contractors who have a need to know such information for purposes consistent with this Agreement and who are bound by confidentiality obligations no less restrictive than those herein; and
c. protect Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, and in no event less than reasonable care.

8.3 Exclusions.
Confidential Information does not include information that:
a. was lawfully known to the receiving party without restriction prior to disclosure;
b. becomes publicly available through no breach of this Agreement by the receiving party; or
c. is rightfully received from a third party without a duty of confidentiality.

8.4 Compelled Disclosure.
If the receiving party is required by law, regulation, or court order to disclose Confidential Information, it shall provide prior notice to the disclosing party (to the extent legally permitted) and reasonably cooperate, at the disclosing party’s expense, in any effort to seek a protective order or other appropriate remedy.

8.5 Duration.
Confidentiality obligations under this Section 8 shall survive for five (5) years from the date of disclosure, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law, consistent with the Hardware Terms.

9. DISCLAIMER OF WARRANTIES

9.1 Software Provided “AS IS.”
THE SOFTWARE (INCLUDING ANY SUPPORT, UPDATES, OR DOCUMENTATION, IF PROVIDED) IS PROVIDED “AS IS,” “AS AVAILABLE,” AND "WITH ALL FAULTS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EDGECORTIX AND ITS LICENSORS, SUPPLIERS, AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, ACCURACY, RELIABILITY, PERFORMANCE, COMPATIBILITY, OR SYSTEM INTEGRATION. EDGECORTIX DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OPERATE WITHOUT INTERRUPTION, ERROR, OR DEFECT, BE SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT USE OF THE SOFTWARE IS AT CUSTOMER'S SOLE RISK.

9.2 Third-Party Licenses.
Customer acknowledges that use of the Software in combination with other software, hardware, or protocols may require licenses from third parties. Customer is solely responsible for obtaining any such third-party licenses.

9.3 Critical and Safety-Critical Applications.
THE SOFTWARE IS NOT DESIGNED OR INTENDED TO BE FAIL-SAFE OR FOR USE IN ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING LIFE SUPPORT OR SAFETY SYSTEMS, CLASS III MEDICAL DEVICES, NUCLEAR FACILITIES, AIRBAG DEPLOYMENT, OR OTHER APPLICATIONS WHERE FAILURE COULD RESULT IN DEATH, PERSONAL INJURY, OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE (“CRITICAL APPLICATIONS”). THE SOFTWARE IS ALSO NOT DESIGNED FOR USE IN CONNECTION WITH ANY APPLICATIONS THAT AFFECT CONTROL OF A VEHICLE OR AIRCRAFT UNLESS ADEQUATE EXTERNAL FAIL-SAFE OR REDUNDANCY IS PROVIDED (NOT IMPLEMENTED USING THE SOFTWARE OR ANY EDGECORTIX HARDWARE). CUSTOMER ASSUMES ALL RISK AND LIABILITY ARISING FROM ANY USE OF THE SOFTWARE IN OR FOR CRITICAL APPLICATIONS. THIS SECTION IS INTENDED TO ALIGN WITH, AND BE INTERPRETED CONSISTENTLY WITH, THE USE RESTRICTIONS ON PRODUCTS SET FORTH IN THE HARDWARE TERMS.

9.4 No Warranty of Fitness for Customer Requirements.

CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE HAS NOT BEEN DEVELOPED TO MEET CUSTOMER’S INDIVIDUAL REQUIREMENTS, INCLUDING ANY SPECIFIC REGULATORY, CYBERSECURITY, OR OPERATIONAL REQUIREMENTS, AND CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SOFTWARE MEETS ITS NEEDS.

9.5 Customer Responsibility for Security and Compliance.

Customer is solely responsible for implementing appropriate safeguards, controls, and procedures to protect its systems, networks, data, and end users, including compliance with applicable cybersecurity, data protection, and regulatory requirements. EdgeCortix does not represent or warrant that the Software will satisfy Customer’s specific security or compliance obligations

10. LIMITATION OF LIABILITY

10.1 Exclusion of Certain Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EDGECORTIX, ITS LICENSORS, AFFILIATES, SUPPLIERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY: (A) LOSS OF DATA, PROGRAMS, OR INFORMATION; (B) LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS; (C) LOSS OF GOODWILL OR REPUTATION; (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; (E) BUSINESS INTERRUPTION OR DOWNTIME; OR (F) SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, OR ANY SUBLICENSE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF EDGECORTIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE FORESEEABLE, OR THE REMEDIES HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

10.2 Scope of Exclusions.
EdgeCortix shall have no liability to the extent any claim, damage, or loss arises from or relates to:

a. Customer errors, misuse, or negligence;

b. failures of Customer’s or any third party's hardware, software, network, or operating environment;

c. modifications to the Software not made by EdgeCortix;

d. use of the Software in combination with products, services, data, or technology not provided or authorized in writing by EdgeCortix;

e. use of the Software contrary to this Agreement, the documentation, or EdgeCortix's instructions;

f. use of any version of the Software other than the then-current version made available by EdgeCortix;

g. any act or omission of any Sublicensee;

h. any third-party products, services, or content; or

i. circumstances beyond EdgeCortix's reasonable control.

10.3 Cap on Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EDGECORTIX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR ANY SUBLICENSE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO EDGECORTIX FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED THOUSAND DOLLARS ($100,000 USD). THIS CAP IS CUMULATIVE AND NOT PER-INCIDENT. THIS CAP IS INTENDED TO OPERATE IN A MANNER CONSISTENT WITH ANY LIMITATIONS OF LIABILITY SET FORTH IN THE HARDWARE TERMS.

10.4 Essential Basis of Bargain. CUSTOMER ACKNOWLEDGES THAT EDGECORTIX HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES SET FORTH HEREIN, THAT THE SAME REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 10 SHALL APPLY REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. INDEMNIFICATION BY CUSTOMER

Customer shall indemnify, defend, and hold harmless EdgeCortix and its affiliates, licensors, suppliers, officers, directors, employees, agents, successors, and assigns from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, settlements, judgments, and costs (including reasonable attorneys’ fees and expert witness fees) arising out of or relating to any third-party claim, suit, or proceeding based on or arising from:

a. Customer’s or any Authorized User’s negligence or willful misconduct;

b. use of the Software in a manner not authorized by this Agreement or the documentation;

c. use of the Software in combination with data, software, hardware, equipment, or technology not provided or authorized in writing by EdgeCortix;

d. modifications to the Software not made by EdgeCortix; or

e. use of any version of the Software other than the then-current version made available by EdgeCortix where the issue would have been avoided by use of such current version.

f. any act, omission, or violation by any Sublicensee or any claim arising from any sublicense granted by Customer; or

g. any claim that Customer's products or services (including any products incorporating the Software) infringe, misappropriate, or violate any third-party intellectual property or other rights.

EdgeCortix shall promptly notify Customer of any claim for which it seeks indemnification; provided that any delay or failure to provide such notice shall not relieve Customer of its indemnification obligations except to the extent Customer is actually and materially prejudiced thereby. Customer shall assume sole control of the defense and settlement of any such claim (subject to EdgeCortix's rights herein), and EdgeCortix shall reasonably cooperate in the defense of such claim at Customer’s expense. Customer shall not settle any claim without EdgeCortix’s prior written consent (which shall not be unreasonably withheld) if the settlement: (i) imposes any obligation, admission, or liability on EdgeCortix; (ii) does not include a full and unconditional release of EdgeCortix; or (iii) involves any non-monetary remedy. EdgeCortix may participate in the defense of any claim with counsel of its own choosing at its own expense.

Except as expressly set forth in this Agreement, EdgeCortix does not provide any indemnification, defense, or hold harmless obligations to Customer or any third party, including Sublicensees, with respect to any claim that the Software infringes, misappropriates, or otherwise violates any intellectual property or proprietary right of a third party. CUSTOMER ACKNOWLEDGES AND AGREES THAT EDGECORTIX SHALL HAVE NO LIABILITY FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS RELATED TO THE SOFTWARE.

12. EXPORT CONTROL; COMPLIANCE WITH LAWS

12.1 Export Control; Sanctions.
The Software and related technical data may be subject to U.S. and other applicable export control and sanctions laws and regulations. Customer agrees to comply strictly with all such laws and regulations and represents and warrants that: (a) it is not a prohibited or sanctioned person or entity under applicable laws; (b) it is not located in, and will not export, re-export, transfer, or permit access to the Software or related technical data to any prohibited or embargoed country, territory, or person; (c) it will not use the Software in connection with chemical, biological, or nuclear weapons, or missiles capable of delivering such weapons; (d) it will not use the Software for any illegal purpose; and (e) it will obtain any required licenses or authorizations prior to any export or re-export. Customer shall indemnify and hold harmless EdgeCortix for any violations of this Section 12.1. This Section is intended to align with the export and sanctions provisions in the Hardware Terms.

12.2 General Compliance.
Each party shall comply with all applicable laws, regulations, and governmental requirements in connection with its performance under this Agreement, including, without limitation, laws relating to export controls, economic sanctions, anti-corruption, anti-bribery, and data protection.

13. MISCELLANEOUS

13.1 U.S. Government End Users.
The Software and related documentation are “Commercial Items,” consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §§ 2.101, 12.212, and 227.7202. The Software and documentation are licensed to U.S. Government end users only as Commercial Items and with only those rights granted to all other end users under this Agreement.

13.2 Independent Contractors.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

13.3 Force Majeure.
Neither party shall be liable for failure or delay in performance (other than payment obligations) due to events beyond its reasonable control, including fire, flood, war, embargo, strike, riot, terrorism, pandemic, or governmental action. The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance. This provision is intended to operate consistently with the force majeure provision in the Hardware Terms.

13.4 Assignment.
Customer may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, whether voluntarily or involuntarily, directly or indirectly, by operation of law, merger, consolidation, change of control (whether by stock sale, asset sale, or otherwise), sale of all or substantially all of its assets, or otherwise, without EdgeCortix’s prior written consent in each instance, and any attempted assignment in violation of this Section shall be null and void ab initio and of no force or effect.

EdgeCortix may assign this Agreement, in whole or in part, without Customer’s consent, including in connection with a merger, reorganization, corporate restructuring, or sale of assets. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13.5 Amendments; Waiver.
Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right.

13.6 Severability.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deemed modified to the extent necessary to make it enforceable, if permitted by law.

13.7 Governing Law; Venue; Jury Waiver.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles or the United Nations Convention on Contracts for the International Sale of Goods. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York County, New York, and the parties hereby irrevocably consent to the exclusive personal jurisdiction and venue of such courts and waive any objections thereto, including forum non conveniens. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. This provision is intended to align with the governing law and venue provisions of the Hardware Terms.

13.8 Headings.
Section headings are for convenience only and shall not affect the interpretation of this Agreement.

13.9 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after mailing by certified mail, return receipt requested. Notices to EdgeCortix shall be sent to its principal place of business as listed on its website or as otherwise designated in writing.

13.10 Audit Rights. EdgeCortix may, upon reasonable notice and during normal business hours, audit Customer's use of the Software to verify compliance with this Agreement. Customer shall cooperate with any such audit and provide EdgeCortix with reasonable access to relevant records, systems, and personnel. If any audit reveals that Customer has underpaid any fees or exceeded its license scope, Customer shall promptly pay all amounts owing plus interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less), and if such underpayment or excess exceeds five percent (5%) of the amounts due, Customer shall also reimburse EdgeCortix's reasonable costs of the audit.

13.11 Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous understandings, agreements, proposals, negotiations, or representations, whether written or oral, relating to the Software, subject to any Hardware Terms that may also apply to Products. Customer acknowledges that it has not relied on any representation, warranty, or statement not contained in this Agreement.

Date: March 18th, 2026

MERA SOFTWARE END USER LICENSE AGREEMENT (EULA)