OMRON DEVELOPER SOFTWARE LICENSE AGREEMENT

Omron Healthcare Connectivity SDK

This OMRON DEVELOPER SOFTWARE LICENSE AGREEMENT (this “Agreement”),

between the individual or entity accepting this Agreement (“LICENSEE”) and Omron
Healthcare Europe B.V., a corporation duly organized and existing under the laws of The
Netherlands and having its principal office of business at Scorpius 33, 2132 LR Hoofddorp,
The Netherlands (“OMRON,”) is made as of the date the LICENSEE accepts this Agreement
by signing these Terms and Conditions or by clicking “I agree” where indicated and
downloading, installing, activating or using the Licensed Software. This Agreement sets forth
the terms and conditions pursuant to which LICENSEE is permitted to access and use the
standalone version, online version or any other version of the Licensed Software.

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING “I agree” WHERE

INDICATED, OR SIGNING THIS AGREEMENT OR BY DOWNLOADING, INSTALLING,
ACTIVATING OR USING THE LISENCED SOFTWARE, LICENSEE IS AGREEING TO BE
BOUND BY THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL
OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK “I agree” OR USE THE LICENSED
SOFTWARE. IF LICENSEE IS AGREEING TO THE TERMS OF THIS AGREEMENT ON
BEHALF OF LICENSEE’S EMPLOYER OR OTHER ENTITY, LICENSEE REPRESENTS AND
WARRANTS THAT LICENSEE HAS FULL LEGAL AUTHORITY TO BIND LICENSEE’S
EMPLOYER OR SUCH ENTITY TO THIS AGREEMENT.

Section1 DEFINITIONS

As used herein, the following terms shall have the following meanings:

1.1. “Affiliate” means any company, corporation or entity that is controlled by a party and/or
any company, corporation or entity that controls a party and/or any company, corporation or
entity that is controlled by one of the before mentioned companies, corporations or entities.
However, any such company, corporation or entity shall be deemed to be an Affiliate only as
long as control exists. For these purposes, a company, corporation or entity shall be treated
as being controlled by another company, corporation or entity if that other company,
corporation or entity has twenty five percent (25%) or more of the votes in such entity, and/or
is able to direct its affairs and/or to control the composition of its board of directors or equivalent
body.
1.2. “Customer” shall mean a person or entity that acquires a Licensee Product from Licensee
directly or through one of Licensee’s distributors or resellers, for its own use, or, in the case of
a distributor or reseller, for resale or distribution to End Users.
1.3. “Documentation” shall mean OMRON’s then current, generally available documentation
relating to use and operation of the Licensed Software, and any updates, modifications and
enhancements OMRON may provide from time-to-time.
1.4. “Licensed Software” means a software package, software library, source code and related
materials provided by OMRON to Licensee under this Agreement including any updates,
upgrades, modified versions, updates and additions thereto.
1.5. “Licensee Product” means an application, software, driver, computer program or product
developed by LICENSEE, which may include some elements of the Licensed Software, to be
utilized for the purpose of data communication with OMRON’s healthcare or medical products.
1.6. “Update” or “Updated” means any enhancement or modification of the Licensed Software,
which provides error corrections (bug fixes), to the extent OMRON makes such updates
available in its sole discretion and that OMRON provides generally to its other licensees without
additional charge.
1.7. “Upgrade” or “Upgraded” means an add-on, new release, new version of the Licensed
Software which adds new functionality or features to the Licensed Software and which replaces
the previous version of such Licensed Software. For the avoidance of doubt, Licensee is not
entitled to receive any Upgrades in connection with this Agreement. Upgrades, to the extent
made available by OMRON and to the extent Licensee pays the associated fees, will be the
subject of a separately negotiated amendment to this Agreement.

Section2 LICENSE

2.1 Subject to the terms and conditions of this Agreement, OMRON grants to LICENSEE a
limited, revocable, non-transferable, non-exclusive, non-sublicensable and royalty-free license
to use the Licensed Software, solely for the purpose of developing tools to connect Licensee
Products with OMRON Products.
2.2 All rights not specifically granted to LICENSEE under Section 2.1, are expressly reserved
to OMRON. Furthermore, OMRON reserves all other rights with regard to the Software and
Documentation. All use of the Software shall be in accordance with the Documentation. The
Software may not be sold but distributed only in object code form as part of the Licensee
Products pursuant to the terms of this Agreement.
2.3 This Agreement does not grant LICENSEE any rights to use any trademarks, logos, domain
names or service marks belonging to OMRON or any OMRON Affiliate.
2.4 LICENSEE shall not use the Licensed Software for any unlawful, illegal or unethical activity,
nor develop any Licensee Software which commits or facilitates the commission of a crime, or
other tortious, unlawful, illegal or unethical act.
2.5 LICENSEE shall not itself or authorize any third party to (i) decompile, disassemble, or
reverse engineer the Licensed Software; or (ii) remove any proprietary notices (e.g., copyright
and trademark notices) from the Licensed Software.
2.5 OMRON may enhance or otherwise modify the Licensed Software at any time without
notice. If OMRON makes updates to the Licensed Software, the terms of this Agreement will
govern them, unless the update is accompanied by a separate license. OMRON has no
obligation to make available any updates to the Licensed Software. If OMRON does make an
update available, it may have features, services or functionality that are different from those
offered in a previous version of the Licensed Software. In case of Updates or Upgrades that
are considered critical, OMRON will provide LICENSEE with a two (2) months’ notice period
for LICENSEE to implement the respective Update or Upgrade. LICENSEE failure to
implement such critical Updates or Upgrades will constitute a reason for termination of this
Agreement and LICENSEE shall immediately stop the use of the Licensed Software.
2.6 OMRON may, in its sole discretion change, correct or improve the Licensed Software and
Documentation at any time.

Section3 WARRANTY AND DISCLAIMER

3.1. OMRON LICENSES THE LICENSED SOFTWARE TO LICENSEE ON AN “AS IS” BASIS
WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. LICENSEE
ACKNOWLEDGES AND AGREES THAT LICENSEE SHALL USE THE LICENSED
SOFTWARE, SOLELY ON ITS OWN RESPONSIBILITY, AND AT ITS SOLE COST AND RISK.
OMRON DOES NOT MAKE, AND HEREBY DISCLAIM, ANY EXPRESS OR IMPLIED
WARRANTIES INCLUDING, BUT NOT LIMITED TO, TITLE AND NONINFRINGEMENT OF
THIRD PARTY’S RIGHTS, THE WARRANTY OF DESIGN, ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OMRON DOES NOT
WARRANT THAT LICENSED SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS,
THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ITS
DEFECTS WILL BE CORRECTED, OR THAT IT WILL BE COMPATIBLE WITH ANY OR
FUTURE OMRON PRODUCTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE
GIVEN BY OMRON OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A
WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF OMRON’S OBLIGATIONS
UNDER THIS AGREEMENT. LICENSEE HEREBY WAIVES ANY AND ALL CLAIMS THAT IT
MAY HAVE AGAINST OMRON ARISING OUT OF THE LICENSED SOFTWARE AND/OR
THIS AGREEMENT.
3.2. OMRON may extend, enhance, or otherwise modify the Licensed Software at any time
without notice, but OMRON has no obligation to provide LICENSEE with any updates or
changes. If updated or changes are made available by LICENSEE, the terms and conditions
in this Agreement shall govern such updates or changes, unless the updates or changes are
accompanied by a separate license in which case the terms and conditions of such license will
govern.
3.3.OMRON has no obligation to provide any support or engineering assistance of any sort to
Licensee or any of Licensee’s Customers.
3.4. Data Protection. Parties assure that they will comply with their respective obligations as
controllers set out in the Data Protection Laws, including – but not limited to – processing
based on lawful bases of processing and complying with transparency obligations. OMRON
collects data related to usage of the Licensed Software, in order to further improve the
Licensed Software. The data that is being collected by the library includes: (i) Mobile device:
model, brand, OS version; (ii) Device info: country as configured on device, city as configured
on device, network address (masked and anonymized); (iii) Device status: battery level, screen
state, charge state, time zone, time; (iv) Bluetooth Communication info: number of connections,
RSSI, connection state, pairing state, number of connection trials, number of disconnects,
number of connects, number of other devices connected at time of connection, number of
communications retries; and (v) Other information: SDK version, SDK parameters, Omron
target device name, error codes, transfer mode. The data collected is examine in the aggregate
and is maintained in accordance with OMRON’s Privacy Statement accessible at
https://www.omronconnect.com/privacy/na/en_gb/.

Section4 EXCLUSION OF LIABILITY

THE LICENSED SOFTWARE IS PROVIDED AS A CONVENIENCE AND

ACCOMMODATION TO LICENSEE. IN NO EVENT SHALL OMRON, ITS AFFILIATES, OR
ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR
AGENTS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY CAUSE
WHATSOEVER, INCLUDING BUT NOT LIMITED TO CONTRACT, TORT, NEGLIGENCE
AND STATUTORY, AND REGARDLESS OF THE FORM OF ACTION. IN NO EVENT SHALL
OMRON, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY
FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,
LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES
OR LOSSES, ARISING OUT OF OR RELATING TO THE LICENSED SOFTWARE, OR
OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT
OMRON HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE
POSSIBILITY OF SUCH DAMAGES.
Section5 FEEDBACK

LICENSEE may provide suggestions, comments or other feedback (collectively, “Feedback”)

to OMRON with respect to its products and services, including the Licensed Software.
Feedback is voluntary and OMRON is not required to hold it in confidence. OMRON may use
Feedback for any purpose without obligation of any kind. To the extent a license is required
under LICENSEE’s intellectual property rights to make use of the Feedback, LICENSEE
hereby grants OMRON an irrevocable, non-exclusive, perpetual, royalty-free license to use the
Feedback in connection with OMRON’s business, including the enhancement of the Licensed
Software.

Section6 INDEMNIFICATION

LICENSEE agrees to indemnify, defend and hold harmless OMRON (including its Affiliates,
directors, officers or employees) (collectively, the “OMRON Indemnitees”) from actual or
alleged claims, losses, liabilities, damages, expenses and costs, including reasonable
attorneys fees and expert costs, incurred by any OMRON Indemnitees as a result of (a) a
breach of this Agreement by LICENSEE, (b) LICENSEE’S violation of applicable law, (c) the
negligence, omission or wilful misconduct of LICENSEE, (d) the Licensee Product, or © any
claims that a Licensee Product violates or infringes any third party intellectual property or
proprietary rights.

Section7 EXPORT/IMPORT CONTROL

LICENSEE shall comply fully with all relevant export and import laws and regulations in its
performance of this Agreement. LICENSEE may not use the Licensed Software or accept this
Agreement if LICENSEE is a person (natural or legal) that is barred from receiving the Licensed
Software by the laws of the Netherlands, Japan, the European Union and the United States of
America (to the extent such regulations have extra-territorial effect) or in the country where
LICENSEE resides or has its principal office of business and/or statutory seat. LICENSEE shall
indemnify, defend, and hold harmless OMRON from and against any claims, demands, fines,
sanctions, damages, or costs arising out of LICENSEE’s breach of this Section.

Section8 TERM AND TERMINATION

8.1 Unless otherwise terminated in accordance with the provisions herein, this Agreement shall
remain in effect for an indefinite period. Licensee may terminate this Agreement at any time by
ceasing its usage of the Licensed Software in the Licensee Product. OMRON may at any time
and for any reason terminate this Agreement.
8.2 This Agreement may be immediately terminated if LICENSEE fails to comply with any of
its obligations under this Agreement.
8.3 Upon termination or expiration of this Agreement for any reason or for convenience, the
license and rights granted hereunder shall automatically and immediately terminate and expire
and LICENSEE shall immediately (i) cease using the Licensed Software and remove it from
Licensee Product; (ii) return to OMRON or destroy under OMRON’s instruction the Licensed
Software (including all copies thereof) to OMRON; and (iii) ensure that there is no further
access to the Licensed Software and Documentation.
8.4. The rights and obligations under Section 3(WARRANTY AND DISCLAIMER),
4(EXCLUSION OF LIABILITY), Section 5 (FEEDBACK), 6(INDEMNIFICATION) and
9(MISCELLANEOUS) shall survive expiration or termination of this Agreement and bind the
parties and their legal representatives, successors and assigns thereafter.

Section9 MISCELLANEOUS

9.1 This Agreement constitutes the entire legal agreement between the OMRON and
LICENSEE over LICENSEE’s use of the Licensed Software and shall override and supersede
any previous agreement or arrangement in writing or orally between the parties.
9.2. LICNESEE shall not assign or transfer any rights or obligations under this Agreement
without the prior written consent of OMRON.
9.2. The provisions of this Agreement shall be deemed severable. If any provisions of this
Agreement shall be held unenforceable by any court of content jurisdiction, such provisions
shall be deemed to be replaced by a provision, which is of similar economic effect.
9.4. All non-public, confidential or proprietary information of OMRON or LICENSEE (Disclosing
Party), including but not limited to data, business operations, designs, plans, drawings,
specifications, documents, customer lists, or other information related to the Licensed Software
or Licensee Products disclosed by either Party (or on its behalf), to the other Party, whether
disclosed orally or disclosed or accessed in written, electronic or other form or media, and
whether or not marked, designated or otherwise identified as "confidential" in connection with
this Agreement is confidential, solely for the use of performing this Agreement and may not be
disclosed or copied unless authorized in advance by the disclosing party in writing. Upon the
Disclosing Party request, the other Party shall promptly return all documents and other
materials received from the Disclosing Party. The Disclosing Party shall be entitled to injunctive
relief for any violation of this Section. This Section does not apply to information that is: (a) in
the public domain; (b) known to the other Party at the time of disclosure; or (c) rightfully
obtained by the other Party on a non-confidential basis from a third party, nor does this Section
amend, waive or supersede the terms of any written confidentiality or similar agreement
between OMRON and LICENSEE.
9.3. The failure of a Party to exercise or enforce any right under this Agreement shall not be
deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any
time or times thereafter. For the purpose of this section and this Agreement, the term “Party”
shall mean OMRON or LICENSEE individually, and the term “Parties” to refer to OMRON and
LICENSEE jointly.
9.4. Neither Licensee nor OMRON shall represent that its relationship with respect to the other
Party is other than as an independent contractor. Nothing in this Agreement shall create in
either Party any right or authority to incur any obligations on behalf of, or to bind in any respect,
the other Party and noting in this Agreement shall be construed to create any agency, joint
venture or partnership.
9.5. Any and all disputes, controversies or differences which may arise between the parties
hereto out of or in relation to or in connection with this Agreement shall be finally and
exclusively settled by the courts in Amsterdam.
9.6. The formation, validity, construction and performance of this Agreement and all
amendments and supplements hereto shall be governed and interpreted by and in accordance
with the laws of the Netherlands without reference to its conflict of law rules.
9.7. This Agreement may be modified by OMRON from time to time. All modifications pursuant
to this Section will become effective on the date specified on the date posted. If LICENSEE
continues to use the Licensed Software after the change becomes effective, LICENSEE shall
be deemed to have accepted the revised Agreement.
These conditions come into force on 20 of November 2019.
Signature Page follows
These License Agreement are expressly accepted by:

Name of
LICENSEE:

Address:
Contact Person:
Email Address:
Duly signed by its representative:

Name:
Title:
Date and Place of signature: