End User License Agreement

License

This End User License Agreement (“Agreement”) is a legal agreement between you and Omron Healthcare, Inc. and its Omron affiliates (hereafter collectively referred to as “Omron”). By installing, copying or otherwise using the Licensed Materials (defined herein) you agree to be bound by the provisions set forth herein. Do not use the Licensed Materials if you choose not to accept or agree with these provisions. Omron hereby grants to you a non-transferable, non-exclusive, non-assignable, non-licensable, fully paid-up and royalty-free license to install, use, access, display or run the Licensed Materials. The term “Licensed Materials” means the software programs (in whole or in part) used to connect the “Licensee Product” (as defined herein) to the “Fitness Program” (as defined herein) or used within the Fitness Program including any “online” or electronic documentation (in whole or in part) associated with these programs, as well as any updates or upgrades to such software programs and documentation, if any, provided to you at Omron’s sole discretion. The term “Licensee Product” means any product manufactured by Omron Healthcare, Inc. The term “Fitness Program” means Omron’s online fitness program located at www.OmronFitness.com and any software, program or other tools relating to such site. For purposes of this agreement the term “Omron affiliates” includes only corporations, partnerships, limited liability companies or other business entities under common control or ownership of Omron Healthcare, Inc.

No Other License

Notwithstanding anything to the contrary, nothing in this Agreement shall be construed as a license to any intellectual property rights of Omron other than those rights embodied in the Licensed Materials provided to you by Omron. EXCEPT AS PROVIDED HEREIN, NO OTHER LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR OTHERWISE, TO ANY OTHER OMRON INTELLECTUAL PROPERTY RIGHTS IS GRANTED HEREIN.

Restrictions

Except as expressly provided in this Agreement, you shall not copy, publish, disclose, display, provide, transfer or make available the Licensed Materials, or any derivatives thereof, to any third party and you shall not license, distribute, sublicense, transfer, rent, lease or assign the Licensed Materials, or any derivatives thereof, or your rights under this Agreement to any third party. You shall not mortgage, pledge or encumber the Licensed Materials, or any derivatives thereof, in any way. You agree not to reverse engineer, decompile or disassemble the Licensed Materials except and only to the extent that such activity is expressly permitted by applicable law. Omron reserves all rights not specifically granted in this Agreement.

Termination

Omron may terminate this Agreement at any time. Without prejudice to any other rights, if you fail to comply with the terms of this Agreement, Omron may terminate your right to use the Licensed Materials, or any derivatives thereof. Upon termination of this Agreement, you agree to destroy any and all copies of the Licensed Materials, or any derivatives thereof, in your possession.

Modifications

The parties agree that all fixes, modifications and improvements to the Licensed Materials conceived of or made by Omron that are based, either in whole or in part, on your feedback, suggestions or recommendations are the exclusive property of Omron and all right, title and interest in and to such fixes, modifications or improvements to the Licensed Materials will vest solely in Omron. Moreover, you acknowledge and agree that when your independently developed software or hardware components are combined, in whole or in part, with the Licensed Materials, your right to use the Licensed Materials embodied in such resulting combined work shall remain subject to the terms and conditions of this Agreement.

Warranties

THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND HAVE NOT BEEN TESTED OR CERTIFIED BY ANY GOVERNMENT AGENCY OR INDUSTRY REGULATORY ORGANIZATION OR ANY OTHER THIRD PARTY. USE OF THE LICENSED MATERIALS IS SOLELY AT YOUR OWN RISK. OMRON MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES OR LACK OF NEGLIGENCE. OMRON DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY RESULTS OR INFORMATION, TEXT, GRAPHIC OR OTHER MATERIAL CONTAINED IN THE LICENSED MATERIALS.

Limitations of Liability

In no event shall Omron be liable for any damages (including special, indirect, incidental, punitive or consequential damages) however caused, on any theory of liability in connection with or arising out of this Agreement or the use of the Licensed Materials. Excluded damages include but are not limited to loss of data, cost to repair, loss of use, outside computer time, labor costs, loss of profits, loss of savings, cost of removal or interruption of business.

Open Source Software

The Licensed Materials may be bundled with open source software. By accepting this Agreement, you may gain access to software identified as being licensed under open source licenses. Your use of the Open Source Materials is subject to the separate licensing terms applicable to such Open Source Materials. For clarification, this Agreement does not limit your rights under, or grant you rights that supersede, the license terms of any applicable Open Source Materials license agreement. You may terminate this Agreement in the event you choose not to accept or agree with the terms in any applicable Open Source Materials license agreement, provided that such termination occurs within five (5) days of acceptance of this Agreement and you abide by all applicable license terms in this Agreement until such termination.

Notices

All notices to Omron hereunder shall be delivered to Omron Healthcare, Inc., 1925 West Field Court, Suite 100, Lake Forest, IL 60045; Attention: General Counsel. All notices shall be deemed served when received.

Export Control.

You hereby acknowledge that the Licensed Materials are subject to export control under the U.S. Commerce Department’s Export Administration Regulations (“EAR”) and you agree not to export the Licensed Materials, directly or indirectly, without obtaining prior authorization from the United States Department of Commerce, to any destination or country prohibited under the laws of the United States. You agree that none of the Licensed Materials may be downloaded, distributed or licensed to persons on the Table of Denial Orders, the Entity List or the List of Specially Designated Nationals. By downloading or using the Licensed Materials you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Governing Law and Jurisdiction.

This Agreement will be governed by and interpreted in accordance with the laws of the State of Illinois, without reference to conflict of laws principles. Any dispute arising out of or related to this Agreement will be brought in Illinois and each party agrees to the exclusive jurisdiction of the state and federal courts sitting in Cook County, Illinois, U.S.A. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens.