End User License Agreement

1. Under this End User License Agreement (the "Agreement"), OrthoSelect, Inc. (the "Licensor") grants to the user (the "Licensee") a non-exclusive and non-transferable license (the "License") to use DIBS AI (the "Software").
2. "Software" includes the executable computer programs and any related printed, electronic, and online documentation, and any other files that may accompany the product.
3. Title, copyright, intellectual property rights, and distribution rights of the Software remain exclusively with the Licensor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
4. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties, nor may the Software be sold, leased, bartered, lent, or given to a third party without the express written consent of the Licensor.
5. The Software, including but not limited to any related computer files (e.g., .ios files), may not be modified, reverse-engineered, disassembled, decompiled, or otherwise altered in any way, whether through current or future technologies, without the prior written consent of the Licensor. Additionally, the Software may not be merged with, or incorporated into, any other software or used to create derivative works or new software without the express written permission of the Licensor. The "look and feel" of the Software, including but not limited to its design, layout, logos, and any intellectual property notices, may not be modified, adapted, reproduced, or otherwise used in any manner without the prior written consent of the Licensor.
6. Licensee agrees not to use the Software in any unlawful manner or for any unlawful purpose. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

License Fee
7. The Licensor reserves the right to charge a licensing fee for use of the software.
Limitation of Liability
8. The Software is provided by the Licensor and accepted by the Licensee "as is". Liability of the Licensor will be limited to a maximum of the original licensing fee, if any, of the Software. The Licensor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
9. The Licensor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
10. The Licensor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level, as determined in the industry.
Warrants and Representations
11. The Licensor warrants and represents that it is the copyright holder of the Software. The Licensor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright, or applicable statute.
Acceptance
12. All terms, conditions, and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") on installation of the Software on the first computer.

User Support
13. Licensees who license and purchase directly from the Licensor, as opposed to from any third-party provider, will be entitled to phone support from the Licensor available 8:00 AM to 5:00 PM, Mountain Time, USA, weekdays only at no additional cost. The Licensor reserves the right to modify the terms of Phone Support at its sole discretion.
14. The Licensor may, at its sole discretion, provide updates, upgrades or patches to the Software. Any such updates will be subject to the terms of this Agreement unless otherwise stated. Licensees who license and purchase directly from the Licensor, as opposed to from any third-party provider, will be entitled to maintenance upgrades and bug fixes at no additional cost. The Licensor reserves the right to modify the terms of this update policy at its sole discretion.
Privacy, Data Collection, and Use for Training
15. The Software may collect and transmit information to Licensor regarding transactions, usage patterns, technical data, and other related information. These data will be handled in accordance with the Licensor's Privacy Policy, as well as HIPAA and HITECH regulations. The Licensee acknowledges and agrees that the Licensor may use de-identified and aggregated data derived from Licensee's use of the Software to improve the performance, accuracy, and overall functionality of the Software, including but not limited to the refinement and enhancement of artificial intelligence models. The Licensor will not use any personally identifiable information (PII) or protected health information (PHI) in violation of applicable laws.
Term
16. The term of this Agreement will begin on Acceptance and is perpetual.
Termination
17. This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for anyreason, the Licensee will promptly destroy the Software or return the Software to the Licensor.
Force Majeure
18. The Licensor will be free of liability to the Licensee where the Licensor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, hurricane, flood, fire, war, or any other unforeseen and uncontrollable event.
Governing Law
19. The Parties to this Agreement submit to the jurisdiction of the courts of the State of Utah for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Utah.
Miscellaneous
20. This Agreement can only be modified in writing signed by both the Licensor and the Licensee.
21. This Agreement does not create or imply any relationship in agency or partnership between the Licensor and the Licensee.
22. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender, and vice versa.
23. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the parties intend that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
24. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statementsare declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
25. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Parties' successors and assigns.
Notices
26. All notices to the Licensor under this Agreement are to be provided at the following address:

OrthoSelect LLC 772 East Utah Valley Drive, Suite 100
American Fork, UT, 84003
United States of America