AHI Software Development Kit License Agreement | AHI-FORM-027 V3

NOTICE TO USER - THIS AHI SDK LICENCE AGREEMENT ("AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND ADVANCED HEALTH INTELLIGENCE ABN 85 602 111 115 OF UNIT 5, 71-73 SOUTH PERTH ESPLANADE SOUTH PERTH WA 6151 AUSTRALIA ("AHI", "US" OR "WE") AND APPLIES TO ANY AHI SOFTWARE DEVELOPMENT KIT AND ACCOMPANYING AHI DOCUMENTATION ("DOCUMENTATION"), MADE AVAILABLE BY AHI. BY USING OR DOWNLOADING AN AHI SOFTWARE DEVELOPMENT KIT OR ACCESSING ANY DOCUMENTATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE OR DOWNLOAD ANY AHI SOFTWARE DEVELOPMENT KIT OR DOCUMENTATION.

The AHI Software Development Kit (referred to in the License Agreement as the "SDK" and specifically including the Advanced Health Intelligence system files, packaged APIs, and AHI APIs add-ons), is licensed to you subject to the terms of the License Agreement. The License Agreement forms a legally binding contract between you and AHI in relation to your use of the SDK.

“AHI” means Advanced Health Intelligence Ltd, ABN 85 602 111 115, an Australian publicly listed business.

1. GRANT OF LICENCE
   ‍Subject to paragraphs 2,3 and 4 below and the other terms and conditions of this Agreement, AHI grants you a limited, non-exclusive, non-assignable, non- transferable, non-sublicensable, revocable licence ("Licence") to: (a) use the AHI Software Development Kit that this Agreement is supplied with and any accompanying Documentation (collectively, the "SDK") solely for you to develop your own application(s) ("Applications") that interoperate with an AHI platform specified in the Documentation ("AHI Platform"); and (b) redistribute the redistributable elements of the SDK expressly described as such in the Documentation ("Redistributable Elements") that you incorporate into your Applications, as part of your Applications that you distribute to end users of the Applications ("End Users"). Access to and use of AHI Platforms, is subject to separate terms and conditions that AHI may make available to you upon request.
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2. INTELLECTUAL PROPERTY RIGHTS
   ‍No Intellectual Property Rights in the SDK or in any AHI Platform are transferred to you under this Agreement. You do not acquire any rights to the SDK or in any AHI Platform or any part of them, except the limited licence to the SDK expressly granted to you in paragraph 2 of this Agreement. You acknowledge that, as between you and AHI, all Intellectual Property Rights in the SDK and AHI Platforms anywhere in the world belong to AHI and that rights in the SDK are licensed (not sold) to you. If you provide any feedback or make any improvement suggestion regarding the SDK, you hereby assign all Intellectual Property Rights therein to AHI, immediately upon creation and consent to AHI’s and any third party authorised by AHI’s infringement of any right of attribution and similar rights that you may have therein. In this Agreement, "Intellectual Property Rights" means all current and future copyright, trademark rights, patent rights and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the Convention Establishing the World Intellectual Property Organization, and all rights to enforce any of the foregoing rights.
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3. RESTRICTIONS
   ‍By using or downloading the SDK, you hereby represent, warrant, and covenant that: (a) you are a person (or are an officer or employee of a business entity) engaged in the development of software applications; and (b) in the case of a business entity, you have the full power and authority to, and hereby, bind such entity to this Agreement. You must restrict access to the SDK to those of your employees, agents and third- party developers assisting you in the development of your Applications, who have a need to access the SDK for that purpose and who have agreed to be bound by this Agreement ("Authorised Persons"). You are jointly and severally liable for your Authorised Persons’ compliance with this Agreement. Except as otherwise provided by applicable law or as explicitly permitted by this Agreement, you must not: (i) sell, lease, assign, rent, transfer, dispose of, modify, adapt, license or sublicense the SDK in whole or in part; (ii) copy, alter, create derivative works from, decompile, reverse engineer or otherwise derive the source code from, the SDK; or (iii) reproduce, distribute, "frame", "mirror" or serve the SDK on any web server or other computer server over the internet or any other network (except Redistributable Elements of the SDK incorporated into an Application that you reproduce, distribute, "frame", "mirror" or serve). If you distribute any Redistributable Elements of the SDK in an Application, you must do so in object code form only and under your own licence agreement that (a) does not conflict with this Agreement; and (b) effectively disclaims all warranties and conditions, on behalf of AHI, whether express or implied, and excludes all liability of AHI. Without limiting the generality of the foregoing, you represent and warrant that the SDK will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (together, "Export Laws"). If the SDK is identified as an export-controlled item under Export Laws, you represent and warrant that you are not prohibited under Export Laws from receiving, downloading, using or accessing the SDK. You may not use the SDK for any purpose or use the SDK in the development of any Application that is for the purpose, of lifesaving, emergency response, or otherwise for deployment in any circumstance in which failure may lead to personal injury or death. Any use of the SDK in violation of the foregoing limitations and restrictions is strictly prohibited, and unlicensed. You may not remove, interfere with or circumvent any feature of the SDK, including any copyright or other intellectual property notices or security mechanism. You must not use the SDK except strictly in accordance with the Licence. You must comply with all applicable laws and regulations in connection with your use of the SDK.
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4. OPEN SOURCE AND THIRD-PARTY SOFTWARE
   ‍The SDK may be supplied by AHI as part of a bundle with third party software that is licensed under other terms and conditions ("Third Party Software"), including but not limited to, software licensed under any form of open source licence meeting the Open Source Initiative’s Open Source Definition (http://www.opensource.org/docs/definition.php) ("Open Source Software"). AHI is not responsible for any Third-Party Software and your use of Third Party Software is subject to your compliance with the relevant terms and conditions that apply thereto. You may not use (or link) the SDK with Open Source Software in a manner that would cause the SDK (or any part of it) to become subject to the terms of any copyleft or other licence that entitles any End User or other third party to claim the right to receive a copy of the source code in the SDK or the right to copy or create derivative works of, or distribute, the SDK (or part thereof).
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5. LIMITATION OF LIABILITY
   ‍Subject to non-excludable applicable law, the SDK is provided on an "as is" basis, without warranty of any kind. To the maximum extent permitted by applicable law, AHI disclaims all warranties, guarantees, and conditions, express, implied, statutory, or otherwise, with respect to the SDK, including but not limited to implied warranties, guarantees or conditions of fitness for a particular purpose, merchantability, title, quality, results, and non-infringement. You acknowledge that the SDK has not been developed to meet your individual requirements, including but not limited to, any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the SDK as described in the Documentation meet your requirements. AHI expressly disclaims any warranties of any kind with respect to the accuracy or functionality of the SDK, and with respect to the accuracy, validity and completeness of any information or features available through the SDK, and with respect to the quality or consistency of the SDK or results obtained through its use. Under no circumstances will AHI be liable for any consequential, special, indirect, incidental or punitive damages whatsoever arising out of the use or inability to use the SDK, including but not limited to, liability for: (a) loss of profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) loss or corruption of data or information; (e) loss of business opportunity, goodwill or reputation; or (f) any other special, indirect or consequential loss, damage, charges or expenses, even if AHI has been advised of the possibility of such loss, damage, charges or expenses. In no event will AHI's maximum aggregate liability for loss and/or damage arising out of or in connection with this Agreement, an AHI Platform and/or the SDK exceed the greater of the amount paid by you to AHI for the SDK, if any, or USD50. The foregoing exclusions and limitations of liability set out in this paragraph apply even where a limited or exclusive remedy fails of its essential purposes and will apply to the extent permitted by law in any applicable jurisdiction. Nothing in this Agreement shall limit or exclude AHI's liability that cannot be excluded or limited by applicable law. The Australian Consumer Law may imply certain non-excludable guarantees from AHI into this Agreement. Where liability for breach of any such guarantee can be limited, AHI's liability (if any) arising from any breach of the guarantee is limited: (a) with respect to the supply of goods, to the replacement or repair of the goods or the costs of resupply or replacement of the goods; and (b) with respect to services, to the supply of the services again or cost of re-supplying the services again. Except as otherwise agreed in writing by AHI, AHI has no obligation to provide you with any support or maintenance in relation to the SDK or any AHI Platform.
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6. RISK INFERENCE REFERENCE INFORMATION
   ‍Any health risk information that is obtained from AHI or any AHI Platform via the SDK ("Risk Inference Reference Information") is general in nature and does not constitute AHI's advice or recommendations and may originate from third parties. AHI does not represent or warrant: (a) the accuracy or correctness of Risk Inference Reference Information; or (b) the relevance or suitability of Risk Inference Reference Information, to you, your Applications or any End User or other third party. You must independently verify that any Risk Inference Reference Information that you or an End User obtains from an AHI Platform and/or use of the SDK is accurate, correct, relevant and suitable before it is relied upon by you, your Application or any End User. The information provided by AHI, AHI Platforms and the SDK does not constitute medical advice and AHI does not provide medical advice or health diagnoses of any kind. AHI does not provide, nor does AHI represent that it provides, any medical advice or health diagnoses. Further, AHI does not represent or warrant that any use of any AHI Platform or the SDK will result in the diagnosis, detection, treatment, cure or prevention of any medical disorder, illness, or condition. You: (a) agree that you have assessed the SDK as being suitable for you, your Applications' and your End Users’ requirements; (b) agree that to the maximum extent permitted by Law, you use the SDK at your sole risk; and (c) hereby irrevocably release AHI from and against any claims that you might otherwise have against AHI in connection with any: (i) Risk Inference Reference Information; and (ii) other information, that you, your personnel, your Applications or any End User may receive directly or indirectly from AHI Platforms, the SDK or your Applications. As between you and AHI, you are solely responsible for: (a) any healthcare or medical advice, treatment plans, suggestions, exercises and regimes that you provide or recommend to any End User; (b) the accuracy, efficacy and results of any health information (including, but not limited to, to the extent that any information from an AHI Platform and/or the SDK constitutes health information) and advice, and for any clinical reports, health assessments, health care plans, treatment plans, clinical advice, suggestions, exercises, regimes, recommendations, services, clinical or remedial procedures, prescriptions and health services that you provide to any person (each, a "Healthcare Service"), and for any claims arising in connection with any Healthcare Service that you supply or fail to supply. AHI does not provide, or represent that it provides, any Healthcare Service and AHI is not a party to any contract for the provision or receipt of any Healthcare Service. Further, AHI does not represent or warrant that any AHI Platform, the SDK and/or any End Users’ use of any information generated or provided by an AHI Platform and/or the SDK will result in the diagnosis, cure or prevention of any medical disorder or illness or that they are suitable for any End User’s specific requirements.
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7. INDEMNITY
   ‍You hereby agree to indemnify, defend and hold AHI and its officers, directors, agents and employees ("those indemnified") harmless from and against any and all liability and costs, including but not limited to, reasonable attorneys' fees, suffered or incurred by them in connection with or arising out of: (a) your Applications; (b) your use or misuse of the SDK; (c) your violation of this Agreement and/or any applicable law or regulations; and (d) any claim in connection with any Application or Healthcare Service that you provide or fail to provide to any person.
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8. TERM AND TERMINATION
   ‍This Agreement will remain in effect until terminated. The Agreement and the Licence will terminate immediately upon your breach of the Agreement. You may terminate this Agreement by uninstalling and ceasing all use of the SDK. Following any termination of this Agreement, the Licence will terminate, and you must immediately uninstall and cease all use of the SDK and destroy all copies of it in your possession or control. All paragraphs of this Agreement, other than paragraph 1, will survive termination.
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   ‍ENTIRE AGREEMENT
   This Agreement sets out the full extent of AHI's obligations and liabilities in respect of the SDK. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding between you and AHI. Any condition, warranty, representation or other term concerning the SDK, and which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
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10. VARIATION OF AGREEMENT
    ‍AHI may update the terms and conditions of this Agreement at any time. Your continued use of the SDK following such time shall constitute your acceptance of this Agreement, as varied. If you do not wish to accept the terms and conditions of the Agreement (as varied) you must immediately stop using and accessing the SDK, this Agreement will terminate, and the termination provisions of paragraph 9 will apply.
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11. ‍VARIATIONS OF THE SDK AND AHI SYSTEMS
    ‍AHI may at any time, and for any reason, modify, update, change or enhance the SDK ("Updates") or any AHI Platform in AHI’s sole and exclusive discretion. Any failure to promptly implement such Updates may result in your Applications becoming incompatible with one or more AHI Platforms.
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12. OTHER IMPORTANT TERMS
    ‍AHI may assign its rights, or novate its rights and obligations, under this Agreement to another organisation. You may only assign your rights, or novate your rights and obligations, under this Agreement to another person or organisation if AHI agrees in writing and any purported assignment or novation in breach of this sentence is void. If AHI fails to insist that you perform any of your obligations under this SDK, or if AHI does not enforce its rights against you, or if AHI delays in doing so, that will not mean that AHI has waived its rights against you and will not mean that you do not have to comply with those obligations. If AHI does waive a default by you, it will only do so in writing, and that will not mean that it will automatically waive any later default by you. If any court or competent authority decides that any of the terms and conditions of this Agreement are unlawful or unenforceable, the remaining terms and conditions will remain in full force and effect. This Agreement, its subject matter, and its formation (and any non-contractual disputes or claims related to it) are governed

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