Casana Application End User License Agreement

"Software" means (a) Casana's proprietary web applications ("Web App") and mobile applications (the "Mobile Apps", and together, the "Apps") through which subscribers can access certain functionality for Casana's Smart Seat device and receive certain data derived from use of Casana's Smart Seat device and (b) the firmware installed on a Casana Smart Seat device.

Solely to the extent that you have an active Subscription (as defined below), subject to these terms and conditions of this EULA, Casana hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Web App for your own personal use solely in connection with the Casana System during the term you have an active Subscription.

Solely to the extent that you have an active Subscription, subject to these terms and conditions of this EULA, Casana hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install each Mobile App on one mobile device and (b) use such Mobile App for your own personal use solely in connection with the Casana System during the term you have an active Subscription. For clarity, the foregoing is not intended to prohibit you from installing any Mobile App on another device on which you also agreed to the terms and conditions of this EULA. Each instance of this EULA that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of such Mobile App on one device.

The Smart Seat may include firmware that is pre-installed at the time of purchase. Subject to your compliance with this EULA, Casana grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use such firmware solely as embedded in the Smart Seat and solely for your personal use of the product. You may not copy, modify, distribute, or use the firmware separately from the Smart Seat.

Title, ownership, and all rights (including, without limitation, all intellectual property rights) in and to the Software and the Casana System shall remain solely with Casana. This includes, without limitation, all patents, copyrights, trademarks, trade secrets, and any other proprietary rights embodied in or associated with the Software, the Casana System, and any updates, modifications, or derivative works thereof.

Except for the limited license expressly granted to you in this EULA, no other rights are granted to you, whether express or implied, by estoppel, or otherwise. Casana reserves all rights not expressly granted to you in this EULA. Nothing in this EULA shall be construed as conferring any right or license to use any of Casana's trademarks, service marks, logos, or brand names without the prior written consent of Casana.

You acknowledge that the Software and the Casana System are protected by copyright, patent, trade secret, and other intellectual property laws of the United States and international treaties. You agree not to take any action that would jeopardize, limit, or interfere with Casana's ownership of or rights in the Software or the Casana System.

You understand and agree that you shall only use the Software in a manner that complies with any and all applicable laws, rules and regulations in the jurisdictions in which you use the Software and in accordance with the EULA. Your use also shall be in accordance with applicable restrictions concerning privacy and intellectual property rights.

Without limitation, you shall not, and shall not assist or enable others to:

• Allow any third party to use the Software without the prior written consent of Casana;
• Modify or create derivative works, in whole or in part, based on the Software;
• Use the Software for any purpose except as described herein;
• Copy or reproduce the Software except as described herein;
• Rent, lend, sell, assign, license, sublicense, disclose, distribute or otherwise transfer or make available the Software or any copies of the Software in any form to any third parties;
• Remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Software;
• Alter, modify, translate, decompile, decode, reverse assemble or reverse engineer the Software, or attempt to do any of the foregoing, except to the extent this prohibition is not permitted under an applicable law; or
• Remove, obscure or alter any proprietary notices or marks on the Software;
• Use the Software in order to build a competitive product or service;
• Use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights; or
• Use the Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party.

You may be required to register for an account ("Account") with Casana in order to access and use the Software and/or the Casana System. When registering for an Account, you (a) must provide true, accurate, and complete information, (b) establish a username and password, and (c) maintain and promptly update such information so it is current at all times. If you are creating an Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant Casana all permissions and licenses provided in this EULA. You agree to keep your login information strictly confidential and to take all reasonable precautions to prevent unauthorized use, misuse or compromise of your login information. You will immediately notify Casana of any unauthorized use of your login information or any other breach of security. You are liable for all activities through the use of your login information by contacting at privacy@casanacare.com. You will indemnify, defend and hold Casana harmless from all liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and costs) incurred by Casana to the extent resulting from the use and/or compromise of your login credentials, unless the unauthorized use, misuse or compromise of your login is solely attributable to Casana's gross negligence or willful misconduct. Casana will not be liable for any loss or damage arising from your failure to maintain the security of your Account credentials.

By creating, uploading, sending, receiving, storing or otherwise making available any data through the Software ("Account Content"), you hereby grant Casana a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable and transferable license to such Account Content to access, use, store, copy and transmit such Account Content to provide the Software and/or the Casana System. Casana does not claim any ownership rights in any Account Content.

You acknowledge that Casana has no obligation to monitor the access to or use of the Software or to review, disable access to, or edit any Account Content, but has the right to do so to (i) operate, secure and improve the Software and/or Casana System (including without limitation for fraud prevention, risk assessment, investigation and support purposes); (ii) ensure compliance with this EULA; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to Account Content that it determines is harmful or objectionable; or (v) as otherwise set forth in this EULA. You agree to cooperate with and assist Casana in good faith, and to provide Casana with such information and take such actions as may be reasonably requested by Casana with respect to any investigation undertaken by Casana or a representative of Casana regarding the use or abuse of the Software.

You agree that Casana may collect and use technical data and information relating to your use of the Software and/or the Casana System. You further authorize Casana and its affiliates and service providers to collect, analyze, and process such data (including creating aggregated and de-identified data) in connection with the Software and the Casana System. Casana may use this information, as long as it is in a form that does not personally identify you, to improve and develop products and services.

You acknowledge that the Smart Seat may continue to transmit data to Casana even if your Subscription is inactive or you are not actively using the Software. Casana will continue to collect and process such data unless you request that data collection be discontinued.

All personal information that we collect or you provide to us will be governed by the Privacy Policy. If you use the Casana System, the personal information you provide to Casana will also be governed by the Privacy Policy.

By agreeing to this EULA, you acknowledge and warrant that if you are providing data on behalf of another individual, you have the necessary legal authority to do so. This includes but is not limited to situations where you are acting as a caregiver, legal guardian, or authorized representative. You agree to indemnify and hold harmless Casana from any claims, damages, or liabilities arising out of your failure to obtain proper authorization or consent to provide such data. Additionally, you understand that Casana may rely on your representation of legal authority to collect and process data on behalf of the user, and any misuse or unauthorized collection of data may result in termination of your access to the app and legal action as deemed necessary.

The following sections of this EULA shall survive any termination or expiration of this EULA, regardless of the reason for termination:

• Proprietary Rights and Ownership — Casana's ownership of and all rights in the Software and Casana System remain in full force following termination
• Feedback — the license granted to Casana for any Feedback you submitted remains perpetual and irrevocable following termination
• Consent to Use Data — Casana's right to use de-identified technical data already collected prior to termination
• No Warranty — all warranty disclaimers survive termination
• Indemnification — your indemnification obligations to Casana survive termination
• Limitation of Liability — all liability limitations and exclusions survive termination
• Export Restrictions — your export compliance obligations survive termination
• Class Action Waiver — the waiver of class action rights survives termination
• Dispute Resolution; Governing Law — the arbitration agreement and governing law provisions survive termination and continue to apply to any disputes arising out of or relating to this EULA or your use of the Software
• General — all miscellaneous provisions in the General section, including the statute of limitations, assignment restrictions, and severability, survive termination

In addition, any payment obligations outstanding at the time of termination, and any provisions that by their plain meaning are intended to survive termination, shall also survive.

The following terms apply to your use of the App obtained through the Apple App Store and are required by Apple Inc. ("Apple"):

This EULA constitutes the entire agreement between you and Casana and governs your use of the Software, superseding any prior agreements between you and Casana with respect to the Software. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content, or third-party software.

This EULA shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Casana submit to the personal and exclusive jurisdiction of the state and federal courts located within Monroe County, New York. The failure of Casana to exercise or enforce any right or provision of this EULA will not constitute a waiver of such right or provision. If any provision of this EULA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this EULA remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Casana System or this EULA must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this EULA without the prior written consent of Casana, but Casana may assign or transfer this EULA, in whole or in part, without restriction. The section titles in this EULA are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail.

Relationship of the Documents: This EULA and the Terms of Use together govern your relationship with Casana. In the event of any conflict between this EULA and the Terms of Use, the following rules apply: Software and app-specific matters — including the license grant, software restrictions, software updates, open source terms, and U.S. Government rights — shall be governed by this EULA; Subscription billing, auto-renewal, and cancellation — shall be governed exclusively by the Terms of Use.