Trial License Agreement

NEVA ELECTROMAGNETICS LLC
TRIAL LICENSE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY.

BY CHECKING THE ACCEPTANCE BOX AND SUBMITTING THE TRIAL LICENSE AGREEMENT ACCEPTANCE CONFIRMATION, THE PERSON SUBMITTING THE FORM CONFIRMS THAT THEY HAVE READ AND ACCEPTED THIS AGREEMENT ON BEHALF OF THE CUSTOMER IDENTIFIED IN THE FORM.

IF YOU DO NOT HAVE AUTHORITY TO BIND THAT CUSTOMER, OR IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT SUBMIT THE FORM, DOWNLOAD THE TRIAL MATERIALS, OR USE THE LICENSED MODEL.

This Trial License Agreement (“Agreement”) is between Neva Electromagnetics LLC (“Neva”) and the Customer identified in the Trial License Agreement Acceptance Confirmation. It becomes effective when the completed Trial License Agreement Acceptance Confirmation is submitted to Neva (“Effective Date”).

1 DEFINITIONS

1.1 “Approved Configuration” means the RLM licensing configuration authorized by Neva in the Trial Authorization Email. The Approved Configuration may be node-locked, floating, network-based, named-user, or another configuration selected or approved by Neva.

1.2 “Approved Personnel” means:

(a) the Customer employees identified or permitted under the Trial Details to evaluate the Licensed Model; and

(b) the minimum number of Customer information-technology administrators reasonably necessary to install or administer the Protected Trial Materials.

A contractor, consultant, affiliate, subsidiary, collaborator, or other third party is not Approved Personnel unless Neva expressly authorizes that person or category of persons in writing. Customer is fully responsible for the acts and omissions of all Approved Personnel and of every person to whom Customer provides or permits access, as if those acts and omissions were Customer’s own. Approved Personnel may not exceed any user, seat, location, or simultaneous-use limitation stated in the Trial Details.

1.3 “Approved Software” means only the third-party simulation software and specific version identified in the Trial Authorization Email, which may be Cadence Clarity 3D, version 2025.1 or later, or Ansys Electronics Desktop (“AEDT”), version 2025 R2 or later.

A reference to a software version “or later” does not authorize Customer to use the Licensed Model with every subsequent release. Customer may use the Licensed Model only with the particular software and version approved by Neva in the Trial Authorization Email.

1.4 “Customer” means the single individual or legal entity identified as the customer in the Trial License Agreement Acceptance Confirmation. Customer does not include its affiliates, subsidiaries, parent companies, contractors, customers, collaborators, or other related persons unless the Trial Authorization Email expressly provides otherwise.

1.5 “Documentation” means the user guides, model descriptions, tissue and material property tables, installation and configuration instructions, release notes, and other written or electronic materials that Neva provides with or for the Licensed Model.

1.6 “Evaluation Results” means simulation results, internal reports, observations, test results, and other outputs created through Customer’s authorized evaluation of the Licensed Model. Evaluation Results do not include the Licensed Model, its geometry or parameters, the Documentation, or the RLM License Materials.

1.7 “Licensed Model” means the Neva biological model or models identified in the Trial Authorization Email, together with all associated geometries, structures, tissues, identifiers, physical parameters, metadata, documentation, updates, corrections, subsets, and other components provided by Neva for the trial.

1.8 “Protected Trial Materials” means:

(a) the Licensed Model and all associated packages, installers, archives, files, documentation, components, subsets, geometries, structures, tissue information, parameters, and metadata;

(b) the RLM License Materials;

(c) all encryption, access controls, embedded identifiers, digital signatures, watermarks, fingerprints, copyright notices, and other security or ownership information associated with the trial;

(d) all copies, extracts, exports, conversions, reconstructions, adaptations, or modified versions of any of the foregoing;

(e) Evaluation Results to the extent they contain, disclose, embody, or permit the extraction or reconstruction of the Licensed Model or its protected contents; and

(f) any nonpublic information, credentials, tools, or instructions that could enable unauthorized access to or use of the trial.

Protected Trial Materials remain protected whether they are encrypted, unencrypted, active, expired, deactivated, incomplete, inaccessible, corrupted, or otherwise unusable.

1.9 “RLM License Materials” means the RLM license file supplied by Neva and any related credentials, keys, tokens, license-server files, configuration information, host or user identifiers, activation information, or instructions supplied for licensing purposes.

1.10 “Trial License Agreement Acceptance Confirmation” means the electronic form made available by Neva through which the recipient of a Trial Authorization Email identifies the Customer and the individual accepting on its behalf, confirms the applicable Trial Details, and accepts this Agreement.

1.11 “Trial Authorization Email” means the email sent by Neva before Customer submits the Trial License Agreement Acceptance Confirmation that authorizes a proposed trial and identifies the applicable trial-specific information (“Trial Details”). The Trial Details will identify the Licensed Model and version, the duration of the Trial Term, the precise start and expiration dates, the Approved Software and version, the Approved Configuration, and the permitted number or identity of users or seats. The Trial Details may also identify an approved location or organizational group, the intended evaluation purpose, and additional technical or scope limitations.

1.12 “Trial Term” means the period described in Section 10.

2 ELECTRONIC ACCEPTANCE AND TRIAL AUTHORIZATION

2.1 Customer accepts this Agreement when its authorized representative checks the acceptance box and submits the Trial License Agreement Acceptance Confirmation.

2.2 The person submitting the Trial License Agreement Acceptance Confirmation represents that:

(a) the information in the form is accurate and complete;

(b) the person is at least eighteen years old; and

2.3 The Trial Authorization Email is incorporated into this Agreement solely to establish the Trial Details. It does not replace or otherwise amend the legal terms of this Agreement.

2.4 The Trial Authorization Email may establish or narrow the Trial Details and may include approvals expressly contemplated by this Agreement, but it may not otherwise waive a restriction or amend these legal terms.

2.5 If there is a conflict:

(a) this Agreement controls all legal terms and restrictions;

(b) the Trial Authorization Email controls the Trial Details; and

2.6 Any purchase order, procurement term, website term, or other Customer document that conflicts with or adds to this Agreement is rejected and will not apply unless expressly accepted by Neva in a separate writing signed by an authorized Neva representative.

2.7 Neva may accept or decline any proposed trial in its sole discretion. Neva will send the Trial Authorization Email before Customer submits the Trial License Agreement Acceptance Confirmation. No license is granted, and Customer may not download, install, access, or use the Licensed Model or RLM License Materials, unless and until: (a) Neva has issued the Trial Authorization Email; (b) Customer has submitted the Trial License Agreement Acceptance Confirmation accepting this Agreement and the applicable Trial Details; and (c) Neva has issued or activated the applicable RLM License Materials.

2.8 Unless Neva expressly authorizes a further trial in writing, Neva provides one trial per Customer per Licensed Model. Customer shall not submit a further Trial License Agreement Acceptance Confirmation, and shall not cause or permit an affiliate, subsidiary, parent company, contractor, employee, or other person to submit one, in order to obtain a successive or overlapping trial of the same or a substantially similar Licensed Model or to extend an expired Trial Term. Neva may reject any such request and may suspend or terminate any trial obtained in that manner.

2.9 The parties consent to transact by electronic records and electronic signatures. Customer agrees that submission of the Trial License Agreement Acceptance Confirmation constitutes Customer’s electronic signature and has the same legal effect as a handwritten signature. Neva may retain records of the submission, including the version of this Agreement presented, the applicable Trial Details, the date and time of submission, and associated account, email, and network information. Those records may be used as evidence of what was presented and accepted, subject to applicable law.

3 TRIAL LICENSE GRANT

3.1 Subject to Customer’s compliance with this Agreement, Neva grants Customer a limited, nonexclusive, nontransferable, nonsublicensable license during the Trial Term to use the Licensed Model:

(a) only for Customer’s internal evaluation;

(b) only through Approved Software;

(d) only by Approved Personnel; and

(e) only for the purpose and within the scope described in the Trial Details.

3.2 The license is granted solely to Customer. It does not extend to Customer’s affiliates, subsidiaries, parent companies, contractors, consultants, collaborators, customers, or service providers unless Neva expressly approves them in writing.

3.3 The Approved Configuration may be node-locked, floating, network-based, named-user, or another RLM configuration approved by Neva. A floating or network configuration does not authorize Customer to make the Licensed Model generally available across its organization or network. Customer must restrict access to Approved Personnel and comply with all user, seat, server, location, and simultaneous-use limitations.

3.4 Customer may not move, transfer, or replicate the Approved Configuration to another server, host, network, cloud environment, virtual machine, location, or organizational entity without Neva’s prior written approval.

3.5 Customer may make only the temporary installation and operational copies reasonably necessary for the authorized evaluation. All copies are Protected Trial Materials and must preserve Neva’s copyright, confidentiality, and proprietary notices.

3.6 Neva reserves every right not expressly granted in this Agreement. No right is granted by implication, estoppel, exhaustion, or otherwise.

4 PERMITTED EVALUATION AND USE RESTRICTIONS

4.1 Customer may use the Licensed Model only to evaluate its technical operation, compatibility, performance, suitability, and potential usefulness to Customer.

4.2 Customer may create internal project settings, meshes, simulations, and other project-level configurations ordinarily enabled by the Approved Software and reasonably necessary for the evaluation. Any copy, export, or modified material containing or derived from the Licensed Model remains Protected Trial Material.

4.3 Unless Neva gives prior written authorization, Customer may not use the Licensed Model or Protected Trial Materials:

(a) in production, commercial operations, or revenue-generating activity;

(b) to provide consulting, modeling, simulation, hosting, service-bureau, or other services to another person;

(d) for clinical diagnosis, clinical treatment, patient-specific decision-making, or any other direct patient-care purpose;

(e) for safety-critical decision-making, regulatory submissions, product certification, or validation of a medical device or regulated product;

(f) to develop, train, test, validate, or improve an artificial-intelligence system, machine-learning model, anatomical model, competing model library, or substantially similar commercial offering;

(g) for competitive benchmarking intended for publication or external distribution;

(h) after the Trial Term expires or is terminated; or

(i) in violation of applicable law.

Several of the uses restricted by this Section 4.3, including production and commercial use, provision of services to third parties, regulatory submissions, and validation of a medical device or regulated product, may be available under a separate commercial license. Customer may contact Neva to discuss commercial terms.

4.4 Customer may use Evaluation Results internally solely for the authorized evaluation. Customer may not disclose or distribute Evaluation Results if they contain, reveal, embody, or permit extraction or reconstruction of any Protected Trial Material.

Customer shall not use Protected Trial Materials, or Evaluation Results that contain, reveal, embody, or permit extraction or reconstruction of Protected Trial Materials, to train, fine-tune, test, validate, develop, or improve:

(a) an artificial-intelligence system or machine-learning model;

(b) a surrogate or reduced-order model intended to approximate, replicate, or replace simulation using the Licensed Model;

(d) a product or service intended to replicate, substitute for, or materially compete with the Licensed

Model or a commercial Neva model-licensing offering.

Customer may use Evaluation Results that do not contain or permit reconstruction of Protected Trial Materials solely as part of the authorized evaluation, including in connection with Customer’s internal research, engineering, product evaluation, analytical activities, and machine-learning workflows, provided that Customer does not use them to create or improve a substitute for the Licensed Model, disclose Protected Trial Materials, enable third-party access to or use of the Licensed Model, or otherwise violate Sections 4.3 or 4.5. These restrictions apply during and after the Trial Term and regardless of Customer’s ownership of Evaluation Results under Section 8.4.

4.5 Customer may not publish or publicly present benchmarks, screenshots, images, animations, geometry, findings, technical comparisons, papers, posters, presentations, or other materials resulting from the trial without Neva’s prior written approval. This Section 4.5 does not restrict Customer’s internal presentation of Evaluation Results to its own management and Approved Personnel. Neva will use reasonable efforts to respond to a complete written approval request within ten business days, but Neva’s silence or failure to respond does not constitute approval.

4.6 Permission to publish or disclose particular Evaluation Results does not authorize disclosure of the Licensed Model, RLM License Materials, or any other Protected Trial Material.

5 PROTECTION, COPYING, SHARING, AND POSTING

5.1 Customer shall maintain the Protected Trial Materials in confidence and protect them from unauthorized access, copying, acquisition, use, or disclosure.

5.2 Except as expressly permitted by this Agreement, Customer shall not, directly or indirectly:

(a) sell, sublicense, rent, lease, lend, assign, transfer, distribute, or otherwise provide any Protected Trial Material to another person;

(b) email, message, transmit, or forward any Protected Trial Material to anyone other than Approved Personnel;

(c) upload, post, publish, or store any Protected Trial Material on a public or externally accessible website, file-sharing service, cloud folder, online repository, code- or model-hosting platform, discussion forum, social-media service, peer-to-peer network, artificial-intelligence service, or other external platform;

(d) place any Protected Trial Material in a shared folder, drive, workspace, repository, network location, collaboration system, or removable-storage device accessible to anyone other than Approved Personnel;

(e) provide any Protected Trial Material to an affiliate, subsidiary, parent company, contractor, consultant, customer, collaborator, academic partner, or other third party without Neva’s prior written approval; or

(f) create or retain a separate archival collection of the Protected Trial Materials.

5.3 Customer may store Protected Trial Materials on Customer-controlled systems or approved enterprise storage services only when:

(a) storage is reasonably necessary for the authorized evaluation;

(b) access is restricted to Approved Personnel;

(d) the service provider is contractually prohibited from using the materials for its own purposes, including artificial-intelligence or machine-learning training; and

(e) the storage otherwise complies with this Agreement.

5.4 For a floating or network RLM configuration, Customer may place the necessary RLM License Materials on the approved license server and permit Approved Personnel to connect to that server. Customer may not use that configuration to provide broader organizational, affiliate, public, or third-party access.

5.5 The encrypted, expired, deactivated, incomplete, or unusable condition of a file does not authorize Customer to share, post, retain, transfer, examine, or attempt to access that file in a manner otherwise prohibited by this Agreement.

5.6 Customer shall not remove, conceal, modify, or obscure any copyright, trademark, confidentiality, attribution, ownership, identifier, or other proprietary notice appearing in or on any Protected Trial Material.

6 RLM LICENSE CONTROLS AND PROHIBITION ON TAMPERING

6.1 Customer may access and use the Licensed Model only with valid RLM License Materials issued directly by Neva for Customer’s authorized trial.

6.2 Customer shall not use:

(a) an RLM license file issued to another customer or person;

(b) an altered, counterfeit, duplicated, regenerated, or unauthorized license file; or

(c) the RLM License Materials for any model, software, version, customer, entity, server, host, user, seat, location, or configuration other than the one authorized by Neva.

6.3 Customer shall not directly or indirectly attempt to:

(a) alter, remove, defeat, or interfere with encryption, access controls, digital signatures, watermarks, fingerprints, metadata, notices, or embedded identifiers;

(b) decrypt, decode, disassemble, unpack, reverse engineer, extract, export, translate, convert, or reconstruct the Licensed Model, except for ordinary operations expressly enabled by Neva and reasonably necessary for the authorized evaluation;

(c) bypass, disable, defeat, spoof, emulate, modify, or circumvent RLM, a license server, an activation requirement, or any expiration, host, user, seat, location, or simultaneous-use control;

(d) alter or falsify a system clock, time zone, host identifier, hardware identifier, network information, virtual-machine state, user identity, or other information used by the licensing system;

(e) use snapshots, clones, copies, restores, rollbacks, virtual machines, containers, or similar methods to duplicate access or extend the Trial Term;

(f) intercept, copy, replay, redirect, manipulate, or simulate license-server communications;

(g) modify, forge, duplicate, generate, or attempt to generate an RLM license file, credential, key, token, or authorization;

(h) transfer or reuse the RLM License Materials with another model, software platform, software version, server, customer, or configuration;

(i) continue using or attempt to reactivate the Licensed Model after expiration or termination; or

(j) create, distribute, request, obtain, or share tools, services, procedures, credentials, or instructions intended to enable any prohibited activity.

6.4 Customer shall not attempt to convert, extend, modify, renew, or reuse a trial RLM license file as a commercial license.

6.5 Nothing in this Agreement prohibits an activity that applicable law affirmatively permits and does not allow the parties to restrict by contract. To the extent legally permitted, Customer shall notify Neva before undertaking such an activity and shall provide Neva a reasonable opportunity to supply information or assistance that would avoid the need for circumvention.

6.6 Any actual or attempted violation of this Section 6 is a material breach of this Agreement.

7 SECURITY AND INCIDENT RESPONSE

7.1 Customer shall use reasonable administrative, technical, and physical safeguards appropriate to the sensitivity and value of the Protected Trial Materials.

7.2 Customer shall:

(a) limit permissions to Approved Personnel;

(b) protect passwords, credentials, host information, and RLM License Materials;

(d) prevent unauthorized copying or removable-media use; and

(e) ensure that Approved Personnel understand and comply with this Agreement.

7.3 Customer shall notify Neva promptly, and no later than seventy-two hours after discovery, of any known or reasonably suspected:

(a) loss of Protected Trial Materials;

(b) unauthorized access, acquisition, copying, use, or disclosure;

(d) compromise of RLM License Materials or credentials; or

(e) attempt to bypass or tamper with any protection or licensing control.

Notice shall be sent to the Neva contact identified in the Trial Authorization Email or another security contact designated by Neva.

7.4 Customer shall reasonably cooperate with Neva to investigate, contain, remove, recover, and prevent recurrence of an incident. This cooperation includes promptly requesting takedown of improperly posted materials, preserving relevant evidence, and providing reasonable information concerning affected files, systems, and persons.

7.5 Customer is responsible for the acts and omissions of its Approved Personnel and anyone to whom Customer provides or permits access to the Protected Trial Materials.

7.6 Upon reasonable request, Customer shall provide written certification and reasonable supporting information confirming its compliance with the user, seat, storage, security, expiration, and deletion requirements of this Agreement.

7.7 Neva will first request the certification described in Section 7.6 when reasonably practicable. If that certification does not resolve a reasonable, good-faith concern regarding material noncompliance, Neva may, upon at least five business days’ written notice, verify Customer’s compliance with this Agreement. Verification will be conducted remotely where practicable, during normal business hours, in a manner that does not unreasonably interfere with Customer’s operations, and subject to Customer’s reasonable security and confidentiality requirements. Customer shall provide reasonable access only to records, license-server logs, installation records, and knowledgeable personnel relevant to the identified compliance concern.

Each party will bear its own verification costs; however, if the verification confirms that Customer’s use materially exceeded the authorized scope, Customer shall reimburse Neva for reasonable, documented, out-of-pocket fees and expenses actually paid to an independent auditor, forensic consultant, or other third party and directly attributable to the verification. Reimbursable costs do not include Neva’s internal personnel time, salaries, overhead, or general administrative expenses.

7.8 Depending on the Approved Configuration, RLM and the Licensed Model may generate technical information relating to licensing and use, including host names, host or hardware identifiers, user names, license check-out and check-in times, software and model versions, and error information. Neva may receive and use this information only to the extent it is generated by a Neva-managed licensing system, made available to Neva by Customer, or otherwise collected through the Approved Configuration, and only to administer and secure the trial, verify compliance, and prevent unauthorized use. Neva’s handling of personal data is addressed in Section 16.

7.9 If an incident described in Section 7.3 results directly from Customer’s material breach of this Agreement or willful misconduct, Customer shall reimburse Neva for reasonable, documented, out-of-pocket third-party costs actually incurred to investigate, contain, remove, or remediate the incident, but only to the extent those costs were caused by the breach or misconduct and were not recovered from another source. This Section does not permit duplicative recovery for the same harm.

8 OWNERSHIP AND INTELLECTUAL PROPERTY

8.1 Neva and its licensors retain all right, title, and interest in and to the Licensed Model, Documentation, Protected Trial Materials, and all associated copyrights, trade secrets, patents, trademarks, know-how, database rights (including any sui generis database right arising under the laws of the European Union, the United Kingdom, or any other applicable jurisdiction), and other intellectual-property rights.

8.2 This Agreement grants only a limited right to use the Licensed Model during the Trial Term. It does not transfer ownership of any Protected Trial Material or intellectual-property right to Customer.

8.3 Any permitted project-level modification, copy, conversion, or export containing or derived from the Licensed Model remains subject to this Agreement. Customer receives no right to distribute or commercialize such material.

8.4 Customer retains ownership of its preexisting materials and of Evaluation Results that do not contain, disclose, embody, or permit reconstruction of Protected Trial Materials. Customer’s ownership of Evaluation Results does not limit the confidentiality, publication, use, or deletion restrictions in this Agreement.

8.5 If Customer voluntarily provides suggestions, comments, corrections, or other feedback concerning the Licensed Model, Neva may use that feedback without restriction or payment, provided Neva does not publicly identify Customer as the source without Customer’s permission.

8.6 Portions of the Licensed Model may incorporate or derive from data, geometry, or other materials licensed to Neva by third parties. Customer’s use of the Licensed Model is subject to any additional restriction or attribution requirement that Neva discloses in the Trial Authorization Email or otherwise makes available to Customer before Customer submits the Trial License Agreement Acceptance Confirmation. Documentation delivered after acceptance does not add or modify legal terms unless Customer separately accepts those terms. If Neva’s right to license any part of the Licensed Model ends or becomes restricted, Neva may, on written notice, withdraw or replace the affected material or terminate the affected portion of the trial, and Section 11 applies to the withdrawn material.

8.7 The Reprise License Manager software is licensed by its owner and not by Neva. Customer’s use of that software is subject to its own license terms, and Neva grants no right in it beyond what is necessary to operate the trial.

9 CONFIDENTIALITY

9.1 “Confidential Information” means nonpublic information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

9.2 All Protected Trial Materials are Neva Confidential Information whether or not marked confidential.

9.3 Each receiving party shall:

(a) use the other party’s Confidential Information only as necessary to perform or exercise its rights under this Agreement;

(b) protect it using at least reasonable care; and

(c) disclose it only to personnel who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement.

Access to Protected Trial Materials remains limited to Approved Personnel notwithstanding this Section 9.3.

9.4 Confidential Information does not include information the receiving party can document:

(a) was lawfully known without restriction before disclosure;

(b) becomes public through no breach of this Agreement;

(d) is independently developed without use of or reference to the disclosing party’s Confidential Information.

9.5 If disclosure is legally required, the receiving party may disclose only the portion legally required and, where permitted, shall provide prompt notice and reasonable assistance in seeking confidential treatment.

9.6 These confidentiality obligations continue for five years after expiration or termination. Obligations relating to trade secrets continue for as long as the information qualifies as a trade secret. The use, access, nondisclosure, anti-circumvention, and deletion restrictions applicable to Protected Trial Materials survive as provided in this Agreement.

9.7 The use, access, personnel, anti-circumvention, storage, publication, and deletion restrictions in Sections 4, 5, 6, and 11 are independent covenants. They apply according to their terms regardless of whether any Protected Trial Material continues to qualify as confidential information or as a trade secret, and they are not excused by any exception in Section 9.4.

9.8 The fact that information contained in or relating to the Licensed Model, Documentation, or RLM License Materials becomes publicly available, or that Customer lawfully receives similar information from a third party, does not grant Customer any license or other right in any Protected Trial Material received from Neva, expand the limited license granted under this Agreement, or excuse Customer’s compliance with Sections 4 through 7 and 11 with respect to such Protected Trial Material. Customer may not use public or third-party information to circumvent those restrictions. Whether particular information qualifies as Confidential Information will be determined under Sections 9.1 through 9.6.

10 TRIAL TERM, SUSPENSION, AND TERMINATION

10.1 This Agreement begins on the Effective Date. The Trial Term begins when Neva first makes a usable RLM license file available to Customer, unless the Trial Authorization Email specifies a different start date.

10.2 The Trial Term will be the duration identified in the Trial Authorization Email.

10.3 Neva may state or encode the applicable expiration date in the RLM License Materials. A technical ability to access the Licensed Model after the authorized Trial Term does not extend the license or authorize continued use.

10.4 The trial does not renew automatically. Any extension requires a new written authorization from Neva and, when required by Neva, a new or replacement RLM license file.

10.5 Neva may immediately suspend or block access if it reasonably believes:

(a) Protected Trial Materials have been compromised;

(b) Customer or another person has violated Sections 4 through 7;

(d) suspension is required by law or by a third-party rights holder.

Neva may terminate the trial immediately upon determining that such a violation or risk has occurred.

10.6 For another material breach, Neva may terminate this Agreement if Customer does not cure the breach within ten business days after receiving notice. Neva may also terminate a no-charge trial upon five business days’ notice for technical, legal, security, or business reasons.

10.7 Customer may terminate the trial at any time by ceasing all use and completing the deletion obligations in Section 11.

10.8 The Licensed Model may contain or operate with controls that deactivate access upon suspension, expiration, or termination. Customer acknowledges that access may be disabled automatically and without a separate warning at the end of the Trial Term.

10.9 During any suspension, Customer shall immediately stop all use of the Licensed Model and the RLM License Materials but shall not delete, alter, or dispose of any Protected Trial Material, log, or record relevant to the matter under investigation, and shall preserve them until Neva confirms in writing that preservation is no longer required. If Neva lifts a suspension, the Trial Term resumes and may, at Neva’s discretion, be extended by the period of suspension. If a suspension becomes a termination, Section 11 applies.

11 EFFECT OF EXPIRATION OR TERMINATION; NO AUTOMATIC CONVERSION

11.1 Upon expiration or termination, Customer shall immediately stop accessing and using the Licensed Model and all RLM License Materials.

11.2 Within five business days, Customer shall permanently delete or destroy:

(a) the Licensed Model and Documentation;

(b) all RLM License Materials;

(d) all Protected Trial Materials in shared storage, local storage, cloud storage, email, collaboration systems, and removable media; and

(e) Evaluation Results that contain or permit reconstruction of Protected Trial Materials.

11.3 Routine system backups may remain until overwritten in the ordinary course only if they are not readily accessible for use, are not restored except for disaster recovery, and remain protected under this Agreement. If restored, the affected Protected Trial Materials must be deleted again promptly.

11.4 At Neva’s request, Customer shall provide a written certification of deletion signed or electronically confirmed by an authorized representative.

11.5 A trial does not automatically renew or convert into a paid, commercial, production, or perpetual license. Any purchase requires:

(a) a separate commercial order or agreement;

(b) acceptance of Neva’s then-applicable commercial license terms;

(d) a newly generated commercial RLM license file issued by Neva.

The trial RLM license file may not be converted, reused, modified, or treated as a commercial license.

11.6 Any access to or use of the Licensed Model, Documentation, or RLM License Materials after expiration or termination, or in excess of the users, seats, servers, locations, or other limits stated in the Trial Details, is unauthorized and constitutes a material breach.

For each corresponding commercial license that Customer would have been required to obtain to authorize the actual scope of the unauthorized use, taking into account the Licensed Model and the applicable users, seats, servers, locations, and other licensing units, Customer shall pay an unauthorized-use fee as liquidated damages. The fee will be calculated using Neva’s publicly posted price for a one-month commercial license of the corresponding Licensed Model and licensing unit, as in effect on the date the unauthorized use began.

For purposes of this Section, a “Monthly Period” is the period between successive monthly anniversaries of the date the unauthorized use began. A monthly anniversary occurs on the same numerical day of the month as that start date or, if a month has no corresponding numerical day, on the last day of that month. The unauthorized-use fee will equal one applicable monthly rate for each completed Monthly Period, plus one-thirtieth of that monthly rate for each additional day or part of a day of unauthorized use not included in a completed Monthly Period.

The parties acknowledge that, when this Agreement is accepted, the duration, scope, consequences, and value of potential unauthorized use would be difficult to determine. The parties therefore agree that the unauthorized-use fee is a reasonable forecast of the value and damages likely to result from such use and is not a penalty. The fee is Neva’s monetary remedy for the value of that unauthorized use in lieu of actual damages for the same use. It does not limit Neva’s recovery for separate, nonduplicative harm resulting from unauthorized disclosure, copying, distribution, circumvention, a security incident, infringement, willful misconduct, or other distinct conduct.

Amounts payable under this Section are exclusive of applicable taxes and are due within thirty days after Neva’s invoice. Payment does not authorize or ratify the unauthorized use, create or extend a license, or limit Neva’s right to suspend or terminate access or seek injunctive relief. Neva may not obtain duplicative recovery for the same harm.

12 FEES, SUPPORT, AND UPDATES

12.1 Unless Neva and Customer separately agree in writing to a fee, the trial is provided without a license fee.

12.2 Customer is responsible for its own equipment, software licenses, personnel, internet access, and other expenses associated with the evaluation.

12.3 Neva has no obligation to provide maintenance, support, service levels, training, corrections, updates, or replacement materials during the trial. Any assistance Neva elects to provide does not create an ongoing obligation.

12.4 Neva does not guarantee that the Licensed Model will be compatible with any software version, hardware, configuration, workflow, or future release other than the Approved Software and version identified in the Trial Authorization Email.

13 LIMITED WARRANTY AND DISCLAIMERS

13.1 Neva represents that it has authority to enter into this Agreement and grant the limited trial license described herein.

13.2 EXCEPT FOR SECTION 13.1, THE LICENSED MODEL, RLM LICENSE MATERIALS, DOCUMENTATION, SUPPORT, AND ALL OTHER TRIAL MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS.

13.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEVA DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, COMPATIBILITY, PERFORMANCE, AND RESULTS.

13.4 BIOLOGICAL AND ANATOMICAL MODELS ARE SIMPLIFIED REPRESENTATIONS BASED ON PARTICULAR SOURCE DATA. THEY MAY CONTAIN INACCURACIES, OMISSIONS, APPROXIMATIONS, OR ARTIFACTS AND MAY NOT REPRESENT THE ANATOMY OR PHYSICAL CHARACTERISTICS OF ANY PARTICULAR PERSON OR POPULATION.

13.5 THE LICENSED MODEL IS NOT PROVIDED FOR CLINICAL DIAGNOSIS, TREATMENT, PATIENT-SPECIFIC DECISION-MAKING, OR OTHER DIRECT PATIENT CARE. NEVA DOES NOT REPRESENT THAT THE STANDALONE TRIAL MODEL IS CLEARED, APPROVED, QUALIFIED, OR CERTIFIED BY THE U.S. FOOD AND DRUG ADMINISTRATION OR ANY OTHER REGULATORY AUTHORITY UNLESS NEVA EXPRESSLY STATES OTHERWISE IN A SEPARATE WRITING.

13.6 Customer is solely responsible for determining whether the Licensed Model, Approved Software, Evaluation Results, and proposed workflow are suitable for Customer’s purposes and for independently verifying all results before relying on them.

13.7 Neva is not responsible for the Approved Software, RLM software supplied by a third party, Customer systems, or other third-party products or services.

14 LIMITATION OF LIABILITY

14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEVA AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR OPPORTUNITY, ARISING FROM OR RELATING TO THE TRIAL.

14.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEVA’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE TRIAL WILL NOT EXCEED THE GREATER OF:

(a) THE AMOUNT CUSTOMER PAID NEVA SPECIFICALLY FOR THE TRIAL; OR

(b) ONE HUNDRED U.S. DOLLARS.

14.3 These limitations apply regardless of the legal theory asserted and even if Neva was advised that damages were possible or a limited remedy fails of its essential purpose.

14.4 Nothing in this Section excludes liability that applicable law does not permit the parties to exclude or limit. This Section does not limit Customer’s obligations under Sections 4 through 9, 11, 15, or 16, or Neva’s right to equitable relief.

15 CUSTOMER INDEMNIFICATION

15.1 To the extent permitted by applicable law, Customer shall defend, indemnify, and hold harmless Neva and its members, managers, employees, contractors, licensors, and suppliers from third-party claims, losses, liabilities, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising from:

(a) Customer’s breach of Sections 3, 4, 5, 6, 7, 9, 11, or 16 of this Agreement;

(b) unauthorized access, use, disclosure, posting, distribution, modification, or circumvention by Customer or its personnel;

(c) Customer’s use of the Licensed Model or Evaluation Results in a product, service, publication, regulatory submission, clinical activity, or other activity not authorized by this Agreement;

(d) Customer-provided data, materials, instructions, or claims; or

(e) Customer’s violation of applicable law or third-party rights.

15.2 Neva shall provide reasonable notice of an indemnified claim and allow Customer to control the defense, provided Customer may not settle a claim in a manner that admits wrongdoing by, imposes an obligation on, or fails to fully release Neva without Neva’s prior written consent.

15.3 Neva has no obligation to defend or indemnify Customer in connection with a no-charge trial unless a separate written agreement signed by Neva expressly provides otherwise.

16 COMPLIANCE WITH LAW, EXPORT CONTROLS, AND DATA PROTECTION

16.1 Customer shall comply with all laws and regulations applicable to its access, possession, use, storage, disclosure, transfer, and export of the Protected Trial Materials.

16.2 Customer shall not export, re-export, release, or transfer Protected Trial Materials in violation of United States export-control or economic-sanctions laws or the laws of any other applicable jurisdiction.

16.3 Customer shall not permit access by a person or entity, or from a country or territory, when such access is prohibited or restricted by applicable export-control or sanctions laws.

16.4 Customer is responsible for obtaining any approval, license, consent, or authorization required for its activities under this Agreement.

16.5 Customer represents that it is not prohibited by applicable export-control or economic-sanctions law from receiving the Protected Trial Materials. Customer shall not provide access to any person or entity when applicable law prohibits that person or entity from receiving the Protected Trial Materials, and Customer shall notify Neva promptly if this representation ceases to be accurate.

16.6 To the extent any Protected Trial Material constitutes controlled technology or source code, applicable export-control law may treat its release to a foreign person in the United States as an export. Customer is responsible for determining whether authorization is required for a release by Customer and for obtaining any required authorization before permitting access.

16.7 Each party shall comply with applicable data-protection law in connection with the trial. Neva may process limited business-contact information submitted through the Trial License Agreement Acceptance Confirmation and licensing information described in Section 7.8 as reasonably necessary to evaluate and administer the trial, operate and secure the licensing system, verify compliance, prevent unauthorized use, and communicate with Customer. Additional information about Neva’s handling of personal data can be found in the privacy notice at www.nevaem.com.

16.8 Customer shall provide any notice and obtain any consent or other authorization required under applicable law before providing Neva with personal data relating to its personnel, including under Sections 7.3, 7.4, and 7.7. Customer shall not provide Neva with special-category, health, biometric, financial, or other sensitive personal data, and shall not provide personal data beyond what is reasonably necessary for the stated purpose.

17 GENERAL PROVISIONS

17.1 This Agreement and the Trial Authorization Email constitute the entire agreement concerning the trial and supersede prior or contemporaneous discussions, proposals, representations, or communications concerning it.

17.2 The version of this Agreement presented to and accepted by Customer governs the applicable trial. Neva may revise its website terms prospectively, but a later version will not modify an existing trial unless Customer accepts the revised version or the parties otherwise agree in writing.

17.3 Except as provided for Trial Details, an amendment must be in writing and accepted by authorized representatives of both parties.

17.4 Customer may not assign or transfer this Agreement or any trial rights without Neva’s prior written consent. Neva may assign this Agreement to an affiliate or in connection with a merger, reorganization, financing, acquisition, or sale of all or substantially all of the relevant business or assets.

17.5 Notices may be delivered by email to the addresses used in the Trial License Agreement Acceptance Confirmation and Trial Authorization Email. Notices to Neva must also be sent to info@nevaem.com. A notice sent by email is deemed received on the day sent if sent on a business day before 5:00 p.m. in the recipient’s local time, and otherwise on the next business day, unless the sender receives an automated delivery-failure message. A party shall promptly notify the other of any change to its notice information.

17.6 This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Neva’s right to seek equitable relief, the parties consent to the exclusive jurisdiction of the state and federal courts located in Massachusetts. Notwithstanding the foregoing, Neva may bring an action to protect its intellectual property, Confidential Information, or Protected Trial Materials, or to enforce Sections 4 through 9, 11, or 16, in any court of competent jurisdiction where Customer is located, where Customer has assets, or where the relevant conduct occurred.

17.7 Unauthorized use, disclosure, distribution, posting, or circumvention may cause harm that cannot be adequately remedied by monetary damages. Neva may seek injunctive or other equitable relief in any court of competent jurisdiction, in addition to other available remedies.

17.8 If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain effective.

17.9 A failure or delay in enforcing a provision is not a waiver. A waiver applies only to the specific instance for which it is given in writing.

17.10 The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, employment, franchise, or exclusive relationship.

17.11 Except for Neva’s licensors and the persons protected under Sections 13, 14, and 15, this Agreement creates no right or remedy in any third party.

17.12 Neither party may use the other party’s name, trademarks, or logos in public advertising, customer lists, press releases, or endorsements without prior written consent.

17.13 Headings are for convenience only. “Including” means “including without limitation.” References to writing include electronic communications where permitted by this Agreement.

17.14 EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT OR THE TRIAL.

17.15 Sections 2.7 through 2.9, 3.6, 4 through 9, 11, and 13 through 17, together with provisions that by their nature should survive, remain effective after expiration or termination.

ACCEPTANCE

By checking the acceptance box and submitting the Trial License Agreement Acceptance Confirmation, Customer acknowledges that it has read, understood, and agreed to this Agreement and the Trial Details in the applicable Trial Authorization Email.

Agreement Version 1.5

NEVA ELECTROMAGNETICS LLC TRIAL LICENSE AGREEMENT