Subject to the terms and conditions of this Agreement, Picture Health grants you a limited, personal, non-sublicensable, non-exclusive license to participate in a demonstration of and evaluate the Px Platform and all outputs generated in connection with Picture Health’s demonstration thereof (“Outputs”) solely for your internal research purposes. Picture Health and its licensors own and shall retain all right, title and interest in and to the Px Platform, including all modifications thereto. You agree that you will only access and use the Px Platform and Outputs in the ordinary course of your internal research. Without limiting the foregoing, you will not, directly or indirectly, use the Px Platform or Outputs for the benefit of any third party, for or in connection with any commercial purpose or for or in connection with any diagnosis, treatment or any other activity involving the provision of medical care or advice.

As part of and in preparation for the demonstration of the Px Platform, Picture Health will be accepting submissions of deidentified (as such term is defined by the Health Insurance Portability and Accountability Act of 1996, as amended from time to time (“HIPAA”)) pre-treatment CT scans of lung cancer patients (each such scan, an “Image”). By submitting any Image to Picture Health, you hereby grant Picture Health a limited, non-sublicensable, non-exclusive license to analyze the Image through the Px Platform and generate data solely in connection with and as needed to conduct this analysis. Subject to the license granted in this Section 2, as between you and Picture Health, you own and will retain all right, title and interest in and to Images you submit to Picture Health. You hereby acknowledge and agree that Picture Health will determine, in Picture Health’s sole discretion, which submitted Images to analyze through the Px Platform and that Picture Health has no obligation to analyze any Image submitted or to exercise any rights given by this Agreement.

You, not Picture Health, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and right to use and submit all Images. By submitting any Image or information, you represent and warrant that you are authorized and have all rights necessary to provide the Image and information to Picture Health for research purposes, and that Picture Health’s use thereof as contemplated in this Agreement will not infringe, violate or misappropriate the rights of any third party, including, without limitation, intellectual property rights, rights of privacy and rights granted under HIPAA. Without limiting the foregoing, in no event may you submit any Image or information that includes, incorporates or embodies any patient, medical or other protected health information regulated by HIPAA that has not been deidentified in accordance with HIPAA requirements, or any data similar to the foregoing that is protected under any applicable laws, rules or regulations.

You acknowledge and agree that Picture Health provides the Px Platform and Outputs “AS IS” and “AS AVAILABLE” without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability, accuracy, reliability for clinical use and fitness for a particular purpose, and any warranties implied by any course of performance, usage of trade or course of dealing, all of which are hereby expressly disclaimed. Picture Health does not offer medical advice or diagnoses, or engage in the practice of medicine. The Px Platform is not intended to be a substitute for professional medical advice, care, diagnosis or treatment and the Px Platform and Outputs are offered for informational and communicative purposes only. The Px Platform is not intended to be, and must not be taken to be, the practice of medicine, nursing, pharmacy or other healthcare advice by Picture Health. You also acknowledge and agree that the Px Platform is being provided for RUO and is not intended for use in clinical decision-making, diagnosis, treatment, or any other medical interventions. The software has not been evaluated, cleared, or approved by any regulatory body, including the U.S. Food and Drug Administration (“FDA”), for use in patient care. It is solely for investigational purposes and should not be used in any manner where it may impact clinical outcomes or patient safety. Users of the Px Platform must comply with applicable regulations and guidelines governing RUO devices in their respective regions. Without limiting the foregoing, Picture Health hereby disclaims all representations and warranties regarding the accuracy, quality or truthfulness of any Outputs or information made available in connection with the Px Platform. Reliance on any Outputs or other information provided by Picture Health or in connection with the Px Platform is solely at your own risk. You are solely responsible for any decisions or actions you take based on the Outputs and all other information and materials available through or in connection with the Px Platform. You acknowledge that although some Outputs may be provided by individuals in the medical profession, the provision of such Outputs does not create a medical professional/patient relationship between you and Picture Health or between you and any other individual or entity, and does not constitute an opinion, medical advice, or diagnosis or treatment. Healthcare providers and patients should always obtain applicable diagnostic information from appropriate trusted sources. Healthcare providers should never provide, delay, or withhold professional medical advice or treatment because of something they have read in connection with the Px Platform.

In no event will Picture Health or any of its directors, employees, agents, partners, suppliers or content providers be responsible or liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other theory for (a) any matter beyond Picture Health’s reasonable control; (b) use of Images as set forth in this Agreement; (c) any indirect, incidental or consequential damages including, but not limited to loss of revenues and loss of profits; or (d) any direct damages in excess of one hundred dollars ($100.00).

This Agreement constitutes the entire agreement, and supersedes all prior or contemporaneous negotiations, communications, proposals, understandings or agreements (oral or written), by and between you and Picture Health about the subject matter of this Agreement. In the event of any conflict, this Agreement will control. No waiver, consent or modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions thereof. Unless prohibited by applicable law, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration (to be held in English) in the State of Delaware in accordance with the Streamlined Arbitration Rules and Procedures of JAMS, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided however, that each party will have a right to seek injunctive or other equitable relief in a court of law from any court of competent jurisdiction. Any breach or threatened breach of this Agreement will cause irreparable harm to Picture Health for which damages would not be an adequate remedy, and, therefore, Picture Health is entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. This Agreement and the rights and obligations hereunder are personal to you and may not be assigned or otherwise transferred, in whole or in part, without Picture Health’s prior written consent. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.