END USER LICENSE AGREEMENT Total Phase Software and Firmware Copyright (c) 2003-2024 Total Phase, Inc. All rights reserved. PREAMBLE: The accompanying software, firmware, documentation, and related materials ("Product") are the sole property of Total Phase, Inc. ("Total Phase"). Its use and distribution are subject to the terms in this License Agreement ("Agreement"). This Agreement applies to all uses of the Product including whether the Product is downloaded directly from Total Phase or the Product is obtained as part of a package from a third party. By the use or distribution of the Product, you are consenting to be bound by the terms of this Agreement. If you do not agree, do not use or distribute the Product in whole or in part. TERMS OF USE: Permission to use, copy, and distribute the Product is hereby granted, subject to the following conditions: The Product is licensed only for use with other Total Phase products. Any other use is permitted only with the express written permission of Total Phase. The Product may only be copied unmodified in its entirety, with all of the files intact including a verbatim copy of this Agreement. Distribution of modified copies is permitted only with the express written permission of Total Phase. The Product must not be placed on any publicly-accessible Internet server including but not limited to web servers, ftp servers, and file sharing systems. Instead, a link should be placed to the Total Phase website where the latest versions may be obtained. You may not modify, translate, reverse-engineer, decompile, disassemble (except and solely to the extent that an applicable statute expressly and specifically prohibits such restrictions), or create derivative works of the Product. PROPRIETARY RIGHTS: The Product is owned by Total Phase and is protected by United States copyright laws and international treaty provisions. All copyright, patent, trade secret, trademarks, and other intellectual and proprietary rights in the Product are and will remain the valuable property of Total Phase. You agree to take all necessary steps to ensure that this property is protected and that the provisions of this Agreement are not violated by you or by any person under your control or in your service. OPEN SOURCE: The GUI portion of the Product uses open source components that are not owned by Total Phase. These components are redistributable and included under the licenses of their respective owners. TERMINATION: Your rights under this license will terminate automatically if you fail to comply with the terms and conditions set forth herein. If any provision of this Agreement is held to be unenforceable, that provision should be reformed only to the extent required to comply with law while preserving the original intent as much as possible; the balance of this Agreement will remain in full force and effect. SAFETY-CRITICAL SYSTEMS POLICY: You may not use the Product in life support devices or systems. Life support devices or systems include, but are not limited to, surgical implants, medical systems, and other safety-critical systems in which failure of a Total Phase product could cause personal injury or loss of life. The Product is not fault-tolerant and is not designed, manufactured, or allowed for use or resale in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, or weapons systems, in which the failure of the Product could lead directly to death, personal injury, or severe physical or environmental damage. INDEMNITY: You agree to indemnify, defend, and hold harmless Total Phase, its officers, employees, affiliates, and distributors from any and all claims and costs, including reasonable legal fees, arising from your breach of this Agreement, use of the Product, use or distribution of a Separate Work, any claim that a Separate Work infringes the intellectual property or proprietary right of a third party, or your act, error, or omission, even if such claim alleges that Total Phase was negligent in the design or manufacture of the Product. DISCLAIMER: THE PRODUCT IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. TOTAL PHASE DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LIMITATION OF LIABILITY: IN NO EVENT WILL TOTAL PHASE, ITS OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. GENERAL: The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. This Agreement will be governed by and construed pursuant to the laws of the State of California, without regard to conflict of laws principles.