License

END USER LICENSE AGREEMENT TO THE CIRCADAPT FRAMEWORK

This End-User License Agreement (“Agreement”) is a legal agreement between You and KTF B.V. on behalf of Maastricht University (“UM”), having its principal office at Minderbroedersberg 4-6, 6211 LK, Maastricht, the Netherlands and academisch ziekenhuis Maastricht, also acting under the name Maastricht UMC+, having its principal office at Peter Debyelaan 25, 6229 HX Maastricht, The Netherlands (“azM”) jointly the owners of the CirAdapt Framework which is a platform for simulating and analyzing the dynamics of the heart, blood vessels, and blood flow. (“CircAdapt Framework”).

  1. DEFINITIONS

In addition to the terms defined elsewhere in this Agreement the following terms, whether used herein in the singular or the plural, shall have the following respective meanings:

1.1 “Academic Researcher” shall mean a person who is an employee of universities and whose appointment contemplates that s(he) will conduct research and/or is responsible for teaching of students or a student, being a person enrolled in a course of study at a university.

1.2 “Agreement” shall mean this End-User License Agreement;

1.3 CircAdapt Library: The main part of the CircAdapt Framework, written in the programming language C++. It contains the components to build the numerical problem (model), solvers to solve the numerical problem, and the bookkeeping to interact between components. This can be compiled into a library (e.g. so it can be used by pyCircAdapt) or adopted by other software (e.g. a GUI).

1.4 “Developer User” shall mean any person (being an Academic researcher) who compiles the CircAdapt Library for specific operating systems. (S)he has access to the source code and can adjust parts of it. S(he) can develop new components for the framework, potentially releasing them as separate plugins.

1.5 “KTF B.V.” is a company active in the field of exploitation of know-how and intellectual property rights of UM and azM and has an exclusive license to exploit the know-how and intellectual property rights of UM and azM;

1.6 “Licensed Field” shall mean the simulation and analysis of the heart, blood vessels, and blood flow;

1.7 “Licensed Intellectual Property Rights” shall mean intellectual property including but not limited to, know how, trade secrets, methods, standard operating procedures, designs, recipes, raw materials information, patents, trademarks (or any other registered rights) in relation to the CircAdapt Framework which is a platform for simulating and analyzing the dynamics of the heart, blood vessels, and blood flow;

1.8 “Licensor” shall mean KTF B.V.;

1.9 “Licensee” shall mean User or Developer User.

1.10 “Improvement” shall mean any and all adjustments, improvements, developments, new components, modifications and adaptations to any part of the Licensed Intellectual Property Rights;

1.11 “Third Party” shall mean any person other than Licensor and User;

1.12 “User” shall mean any person (being an Academic Researcher) who designs simulation protocols, utilizes prebuilt models or creates new ones within the CircAdapt Framework. Users reparametrize models into simulation protocols, execute them, and analyze results. (S)he has read- only access to the source code, and cannot adjust it.

1.13 “You” shall mean User or Developer User, dependent upon which License You have chosen to be granted.

  1. GRANT OF LICENSE

Licensor grant to User a free, revocable, non-exclusive, non-transferable, non-sublicensable, License to use the Licensed Intellectual Property Rights for educational, non-commercial and research purposes within the Licensed Field. Licensor grants to Developer User a free, revocable, non-exclusive, non-transferable, non- sublicensable License to use, modify, adapt, develop plug ins and compile the Licensed Intellectual Property Rights including its source code for educational, non-commercial and research purposes within the Licensed Field. UM and azM have and retain the rights to practice the Licensed Intellectual Property Rights and Improvements for any and all commercial, research and development, education and scientific publication purposes.

  1. LICENSE RESTRICTIONS

User shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Licensed Intellectual Property Rights, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Licensed Intellectual Property Rights, in whole or in part; (iii) remove any proprietary notices from the Licensed Intellectual Property Rights; or (iv) use the Licensed Intellectual Property Rights in any manner or for any purpose that infringes, misappropriates, damages, disables, overburdens, or impairs or otherwise violates any intellectual property right or other right of any person, or interfere with any other party’s use and enjoyment of the Licensed Intellectual Property Rights, or that violates any applicable law. Developer User shall not (i) distribute or sell the Licensed Intellectual Property Rights (i) distribute or sell any Improvements (including Licensed Intellectual Property Rights) without proper acknowledgement and prior written permission of Licensor and upon the condition that the entire associated risk is assumed by Developer User; (ii) use the Licensed Intellectual Property Rights in any manner that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any Third Party or that violates any applicable law; or (iii) remove any proprietary notices from the Licensed Intellectual Property Rights.

  1. DISCLAIMER OF WARRANTY

THE LICENSE IS PROVIDED WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY AS TO THE ENFORCEABILITY OR SCOPE OF ANY LICENSED INTELLECTUAL PROPERTY RIGHT, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. LICENSOR MAKES NO REPRESENTATION OR WARRANTY THAT LICENSEE’S ACTIVITIES UNDER THE LICENSE WILL NOT INFRINGE ANY PROPRIETARY RIGHT OF A THIRD PARTY. LICENSOR WILL NOT BE LIABLE FOR SUCH INFRINGEMENT, OR AN ALLEGATION THEREOF, NOR SHALL THE SAME BE AN EXCUSE FOR NON- PERFORMANCE OF LICENSEES OBLIGATIONS HEREUNDER. LICENSOR ASSUMES NO RESPONSIBILITIES OR LIABILITIES TOWARDS LICENSEE OR THIRD PARTIES WITH RESPECT TO THE USE OF THE LICENSED INTELLECTUAL PROPERTY RIGHTS. THE ENTIRE RISK OF THE USE OF THE LICENSED INTELLECTUAL PROPERTY RIGHTs IS ASSUMED BY LICENSEE.

  1. IP PROTECTION

Licensee represents and warrants that it will not reproduce, disclose or use Licensed Intellectual Property Rights for any purpose, or in any manner, other than in the performance of its rights, duties and obligations under this Agreement or as provided in this Agreements. Licensee will safeguard the Licensed Intellectual Property Rights and its related materials with that degree of normal due care commensurate with reasonable standards of industrial security for the protection of trade secrets and proprietary information so that no unauthorized use is made of them. If Licensee either (i) reasonably believes that a Third Party is infringing any of the Licensed Intellectual Property Rights or (ii) learns of any infringement of the Licensed Intellectual Property Rights by a Third Party, Licensee shall promptly notify Licensor. Licensor shall decide whether or not to take legal measures against an infringer.

  1. FEEDBACK

Licensee will provide Licensor upon request of Licensor or on its own initiative with correct and reasonable information and feedback (including, without limitation, questions, comments, suggestions, or the like) regarding the performance, features, functionality, errors, bugs, and overall experience using the Licensed Intellectual Property (“Feedback”) and will make itself available to UM on a reasonable basis for this purpose. Licensee will not provide any such Feedback to any Third Party without Licensors prior written consent in each instance. Licensor has no obligation to consider, use, return or preserve any Feedback Licensee provides and is free to use it as it pleases. Any Improvements shall be the property of Licensor.

  1. TERM AND TERMINATION

This Agreement and the License may be terminated by Licensor, at any time, with or without cause, immediately, upon notice to you upon written notice to Licensee. Upon termination, Licensee must cease all use of the Licensed Intellectual Property and destroy all copies of the Licensed Intellectual Property in its possession or control.

  1. LIABILITY AND INDEMNIFICATION

In no event shall Licensor be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use of the Licensed Intellectual Property, even if Licensor has been notified orally or in writing of the possibility of such damage.

Licensee agrees to indemnify, hold harmless and defend Licensor, UM, azM, their officers, directors, employees, and agents from and against any and all liability, claims, suits, injuries, actions, demands, prosecutions, losses, damage, costs, fees, and expenses arising out the exercise of the License. This indemnification will include, but not be limited to, any product liability. In no event will Licensor, UM, azM be liable for any incidental, special or consequential damages resulting from the exercise of the Licensed Intellectual Property Rights. The provisions of this Article 7 shall survive expiration or termination of this Agreement.

  1. NOTICES

Licensee can provide Licensor with feedback, notices, requests, and other communications under this Agreement upon: framework@circadapt.org.

  1. COMPLIANCE WITH APPLICABLE LAWS

In performing this Agreement, Licensee shall comply with all applicable laws. Nothing in this Agreement shall be construed so as to require the violation of any law, and wherever there is any conflict between any provision of this Agreement and any law, the law shall prevail, but in such event the affected provision of this Agreement shall be affected only to the extent necessary to bring it within the applicable law.

  1. CHOICE OF LAW AND JURISDICTION

This Agreement is subject to and shall be interpreted, construed and enforced in accordance with the laws of The Netherlands with the exception of its conflict of law principles. Any action on any dispute arising out of this Agreement shall be submitted to court competent for the municipality of Maastricht, The Netherlands, and the Parties consent to the jurisdiction of such court.