End-User License Agreement

This End-User License Agreement was last updated on May 01, 2024.

Please read this document carefully before selecting the “I Agree” button, downloading, or using the Service.

Interpretation and Definitions

Interpretation

Words for which the initial letter is capitalized have meanings as defined below. The following definitions shall have the same meaning regardless of whether they appear in singular or plural form.

Definitions

• “Agreement” refers to this End-User License Agreement, which dictates the agreement between the User and the Company relating to the use of the Service.

• "Application Store" refers to the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) by which the Service has been downloaded to your Device, if applicable.

• “Company” (referred to as either "the Company", "Us", “We”, or "Our" in this document) refers to Quip Medical Inc.

• “Country” refers to the country of Canada.

• “Device” refers to any device that can access the Service such as a computer, a cell phone, or a digital tablet.

• “Participating Party” refers to any individual that is actively engaged in the operation of the Service, and dependent on use cases can also refer to the User. In other words, this refers to any individual that is speaking while the User has chosen to enable the audio recording aspect of the Service.

• "Personal Data" is any information that is associated with an identified or identifiable individual.

• “Service” refers to the Quip application.

• “User” (referred to as a “User”, “You”, or “Your” in this document) refers to the individual that is directly operating the Service, or the legal entity on behalf of which an individual is operating the Service.

Acknowledgment

By clicking the “I Agree” button, downloading the Service, or using the Service, the individual performing this action agrees to be bound by the terms and conditions of this Agreement. Do not click the “I Agree” button, download the Service, or use the Service if not in agreement with the terms of this document.

This Agreement is a legal document between You and the Company governing Your use of the Service, made available by the Company. The Company is solely responsible for the Service and its content. Although the Application Store is not a party to this Agreement, it has the right to enforce this Agreement against You as a third party beneficiary relating to Your use of the Service.

The Service is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement.

License

Scope of License

The Company grants You a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to download, install, and use the Service strictly in accordance with the terms of this Agreement. Any updates, supplements, or replacements to the Service are also subject to the terms of this Agreement unless otherwise specified.

You may only use the Service on a Device that You own or control, as permitted by the Application Store’s terms and conditions if applicable. This license does not limit the number of Devices upon which You may concurrently operate the Service, so long as all such Devices are ones that You own or control.

The license granted to You by the Company is solely for Your personal, non-commercial use, strictly in accordance with the terms of this Agreement.

License Restrictions

You agree not to, and You will not permit others to:

• License, sublicense, sell, rent, lease, lend, assign, distribute, transmit, host, publish, outsource, disclose, or otherwise commercially exploit the Service or make the Service available to any third party.

• Modify, adapt, translate, or otherwise create derivative works from the Service.

• Reverse-engineer, decompile, or disassemble any components of the Service, or attempt in any form to access the source code of the Service.

• Remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Service.

Intellectual Property

The Service, including without limitation all copyrights, patents, trademarks, trade secrets, and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company.

The Company shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the Service. To the extent the Company is required to provide indemnification by applicable law, the Company, not the Application Store, shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Service or Your use of it infringes any third party intellectual property rights.

Open-Source Licenses

The Service uses, without modification, open-source software packages each subject to one of the following licenses: MIT, ISC, Apache 2.0, or Artistic 2.0.

Select open-source software packages used in the Service also include the following notice:

• https://github.com/aws/aws-sdk-js/blob/master/NOTICE.txt

Service Modifications

The Company reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Service or any service to which it connects, with or without notice and without liability to You. In the event of suspension or discontinuance, the event will be considered a termination of this Agreement, and the conditions outlined in the ‘Term and Termination’ section are to be applied.

Service Updates

The Company may from time to time provide enhancements or improvements to the features and/or functionality of the Service, which may include patches, bug fixes, updates, upgrades and other modifications.

Updates may modify or delete certain features and/or functionalities of the Service. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Service to You.

You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Service, and (ii) subject to the terms and conditions of this Agreement.

Maintenance and Support

The Company has no obligation to provide any given maintenance or support for the use of the Service. You are, however, welcome to submit requests for any desired maintenance or support via email to the address: contact@quipmedical.org. In the event that any maintenance or support is required by applicable law, the Company, not the Application Store, will be obligated to provide such legally mandated maintenance or support.

Term and Termination

This Agreement shall remain in effect until terminated by You or the Company.

The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. In the case that You receive suspension or termination without just cause under the sole discretion of the Company, a partial refund shall be awarded to You with a nominal value proportional to the remaining term, from the moment of suspension or termination, of previously paid subscription fees from You to the Company.

This Agreement will terminate immediately, without prior notice from the Company, in the event that You fail to comply with any provision of this Agreement. This Agreement will also terminate immediately in the event that any fees expected from You are not received by the Company in a timely manner, as determined under the discretion of the Company. You may also terminate this Agreement by deleting the Service and all copies thereof from Your Device or from Your computer.

Upon termination of this Agreement, You shall cease all use of the Service and delete all copies of the Service from Your Device.

If there are any outstanding payments owed by You to Us at the date of termination, You will receive one final invoice via email. Once that invoice has been paid in full, You will not receive any further charges.

Termination of this Agreement will not limit any of the Company's rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.

Indemnification

You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Service; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

Warranties

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards, or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs, or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. In such a case, the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company, not the Application Store, shall be solely responsible for such warranty.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Service or through the Service, or a nominal quantity of 100 CAD if no purchases relating to the Service have been made by You.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, data inaccuracies, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

You expressly understand and agree that the Application Store, its subsidiaries and affiliates, and its licensors shall not be liable to You under any theory of liability for any direct, indirect, incidental, special consequential, or exemplary damages that may be incurred by You, including any loss of data, whether or not the Application Store or its representatives have been advised of or should have been aware of the possibility of any such losses arising.

Severability and Waiver

Severability

If any provision of this Agreement is held to be unenforceable or invalid, the provision in question will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law, while all remaining provisions of this Agreement will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require the performance of an obligation under this Agreement shall not affect a party's ability to exercise such a right or require such performance at any point in time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Product Claims

The Company does not make any warranties concerning the Service. In the case where You have any claim arising from or relating to your use of the Service, the Company, not the Application Store, is responsible for addressing any such claims, which may include, but are not limited to: (i) product liability claims; (ii) claims that the Service fails to conform to any applicable legal or regulatory requirements; and (iii) claims under the category of consumer protection or otherwise similar legislation.

Changes to this Agreement

The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. For material revisions, We will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company. By continuing to access or use the Service after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Service.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Agreement and Your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws.

Contact Us

For questions or inquiries concerning this End-User License Agreement, you can contact us by sending an email to the following address: contact@quipmedical.org.