==== END USER LICENSE AGREEMENT ==== IMPORTANT NOTICE: PLEASE READ THIS END USER LICENSE AGREEMENT (“Agreement”) CAREFULLY. This Agreement is a legal agreement between You (either an individual or an entity) and ZEPHYR SLEEP TECHNOLOGIES, INC. and/or any of its subsidiaries (“Zephyr”) regarding your access and use of the software (“Product Software”) used with Zephyr’s MATRx plus (“Product”). The Product Software may include printed materials and/or electronic documentation related to the Product and/or the Product Software. BY ACCESSING AND USING THE PRODUCT SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS AND USE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN PROMPTLY DESIST USE OF THE PRODUCT AND PRODUCT SOFTWARE. YOU CAN CONTACT ZEPHYR SERVICE TO OBTAIN INFORMATION ON HOW TO RETURN THE PRODUCT AND PRODUCT SOFTWARE TO ZEPHYR IF APPLICABLE. 1. Ownership. The Product Software and all worldwide copyrights, trade secrets, patent rights, and other intellectual property rights therein are the exclusive property of Zephyr. Zephyr reserves all rights in and to the Product Software not expressly granted to You in this Agreement. 2. Intellectual Property Notice. The Product and/or Product Software may be covered by one or more Patents and/or Patent Applications www.zephyrsleep.com/patents. The Product Software is protected by copyright. You may not reproduce, distribute, or prepare derivative works of the Product Software. 3. License. Subject to the terms and conditions of this Agreement, Zephyr hereby grants to You a perpetual, personal, non-exclusive, non-transferable, non-sublicenseable license, during the License Term, to use the Product Software. 4. Restrictions. This is a license, not a transfer of title to any Zephyr intellectual property, for use of the Product, and Zephyr retains ownership of all intellectual property, including copies of the software and documentation, associated with the Product. You acknowledge that the Product and/or Product Software contains trade secrets of Zephyr, including but not limited to the specific internal design and structure of individual programs and/or hardware of the Product and/or Product Software. Unless agreed otherwise in writing, You are not permitted to sublicense, rent, or lease any portion of the Product and/or Product Software. Additionally, You are not permitted to: (i) reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of the Product Software; (ii) disclose, provide, or otherwise make available trade secrets contained within the Product and/or the Product Software in any form to any third party and shall implement reasonable security measures to protect such trade secrets; or (iii) use the Product and/or Product Software in any manner not authorized by this Agreement. 5. Limited Warranty. Zephyr warrants that, for a period of twelve (12) months from the date of purchase of the Product, the Product Software will: (i) be free from defects in material and workmanship, and (ii) perform substantially as described in the accompanying materials. In the event the Product Software contains a defect, Zephyr may, at Zephyr’s option: (i) issue a full credit in an amount equal to the amount paid for the defective Product; (ii) refund an amount equal to the amount paid for the defective Product; or (iii) to have Zephyr correct, within a reasonable period of time, any documented and reproducible defect in the Product Software that causes the Product Software not to perform in all material respects in accordance with the accompanying materials. For all options outlined above, Zephyr may require the return or destruction of the defective Product. ZEPHYR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, OR TRADE USAGE, WITH RESPECT TO THE SUBJECT MATTER HEREOF, IN CONNECTION WITH THIS AGREEMENT. ZEPHYR SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME STATES AND COUNTRIES DO NOT ALLOW THE LIMITATION ON IMPLIED WARRANTIES, SO THE LIMITATION SET FORTH ABOVE MAY NOT APPLY TO YOU. 6. Limitation of Liability. SOME STATES AND COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL ZEPHYR BE LIABLE, OR IN ANY WAY RESPONSIBLE, TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, INCLUDING ANY LOST REVENUES OR DAMAGE, DIRECT, INCIDENTAL OR CONSEQUENTIAL, INCLUDING PROPERTY DAMAGE, OR LOST PROFITS OR PERSONAL INJURY, ARISING OUT OF THE USE OR MISUSE OF, OR INABILITY TO USE, THE PRODUCT SOFTWARE, EVEN IF ZEPHYR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CORRECTION OF DEFECTS, IN THE MANNER AND FOR THE TIME PERIOD DESCRIBED HEREIN, SHALL CONSTITUTE COMPLETE FULFILLMENT OF ALL LIABILITIES AND RESPONSIBILITIES OF ZEPHYR TO YOU WITH RESPECT TO THE PRODUCT SOFTWARE AND SHALL CONSTITUTE FULL SATISFACTION OF ALL CLAIMS, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL ZEPHYR'S AGGREGATE LIABILITY TO YOU WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE PRODUCT. You acknowledge and agree that Zephyr has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties. 7. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws in force in the State of Washington if You purchased the Product in the United States or Alberta, Canada if You purchased the Product outside of the United States. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 8. Injunctive Relief. You acknowledge that any breach of your obligations under Sections through 5 of this Agreement will cause Zephyr irreparable injury for which there are inadequate remedies at law, and therefore Zephyr will be entitled to, and You will not contest, injunctive relief in addition to all other remedies provided by this Agreement or available at law. 9. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified by a writing signed by an authorized officer of Zephyr. This is the entire agreement between Zephyr and You relating to the Product Software and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Product Software.