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TERMS OF USE OF ENDPOINT SOFTWARE

By using or accessing software made available by Endpoint Clinical, Inc., its
licensors, or affiliates (collectively, “Endpoint”) you, on behalf of yourself,
as a representative of your employer, and any entity with which you are
associated (“You”) hereby agree:

1. Software.

1.1 As used throughout this Agreement, “Software” shall mean software products
provided by Endpoint together with all applicable documentation, including, for
example, the technical specifications, documentation, and user guides and all
descriptions of or about the Software, or otherwise made available by or on
behalf of Endpoint (collectively, “Documentation”). The term “Software” shall be
deemed to include any source code, object code, binaries, executables,
configurations, enhancements, additions, derivative works, or other
modifications of or to the Software (including descriptions thereof).

1.2 You represent and warrant that (a) You have received a valid user id and
password (“Access Credentials”) to access the Software, (b) You will not share
or distribute the Access Credentials; (c) You will not permit any other person
or entity to utilize the Access Credentials, and (d) You have been authorized by
at least one sponsor (“Sponsor”) to access and use the Software in connection
with its clinical trials (“Trials”). You shall be responsible for the actions
and inactions of all users of the Access Credentials. You agree that all Access
Credentials, the Software, and all descriptions thereof are Endpoint’s
confidential information, and may not be used, shared, or shared with any third
party without Endpoint’s express prior written consent.

1.3 Restrictions. You represent and warrant that neither You, anyone under Your
control, any employees, agents or subcontractors thereof (neither themselves nor
cause, authorize, encourage, or otherwise permit others to), whether by action
or inaction, directly or indirectly, will do any (or attempt any) of the
following: (i) reverse engineer, decompile, disassemble, or otherwise attempt to
discover the source code or underlying ideas or algorithms of the Software; (ii)
modify or create derivative works (as defined under U.S. copyright laws) of the
Software; (iii) rent, lease, distribute, sell, resell, assign, or otherwise
transfer any rights or ability to use the Software; (iv) use the Software for
timesharing or service bureau purposes or otherwise for the benefit of any third
party; (v) remove any proprietary notices from the Software, any search results
or any other Endpoint materials furnished or made available hereunder; (vi)
publish or disclose to third parties any evaluation or description of the
Software without Endpoint’s prior written consent; (vii) use the Software to
develop a database, online, or similar database service, or other information
resource of any kind (print, electronic, or otherwise) for sale to, distribution
to, display to or use by others or otherwise create or attempt to create a
substitute or similar service or product through use of or access to any of the
Software or proprietary information related thereto; (viii) use the Software to
store, add, or transmit infringing, libelous, or otherwise unlawful or tortious
material, or any material in violation of third-party rights (or otherwise use
the Software in violation of any instructions or other documentation), including
any rights of data privacy; (ix) store or transmit virus or other malicious code
through the Software; (x) interfere with or disrupt the integrity or performance
of the Software or third-party products or data contained therein; (xi) attempt
to gain unauthorized access to the Software or the related systems or networks
of Endpoint or its vendors; (xii) store in a retrieval system accessible to the
public, transfer, publish, distribute, display to others, broadcast, sell or
sublicense the Software, or any portion thereof; (xiii) pre-fetch, “crawl,”
“spider,” or in any non-transitory manner store or cache any information
obtained from the Software (including results or any part or copy or derivative
thereof), except to store limited amounts of data provided by the Software for
internal use so long as such storage is done temporarily, securely, and in a
manner that does not permit use of the data outside of the Software. You agree,
acknowledge, and warrant, without limitation, that no information You provide to
Endpoint shall infringe or misappropriate any right of any third party; and use
of or access to the Software not in strict accordance with the terms of this
Agreement (1) is strictly prohibited, (2) shall constitute an act beyond the
scope of the license grant to You, and (3) is an act of infringement by You
under intellectual property laws of the United States and other jurisdictions.

1.4 Hardware. Endpoint disclaims all responsibility for liability for and
relating to obtaining and maintenance of all computer hardware, software, and
communications equipment used by You to access and use the Software
(“Equipment”). You shall be responsible for paying all third-party fees and
third-party access charges (e.g., ISP, telecommunications, bandwidth, and
hosting) incurred while using or accessing the Software. You shall also be
responsible for maintaining the security of the Equipment, Your accounts,
passwords, Access Credentials (including, but not limited to, administrative and
user passwords) and files, and for all uses of Your accounts or the Equipment.
Equipment includes, but shall not be limited to, laptop and desktop computers,
printers, and mobile devices, and all other devices controlled by or otherwise
used by You to access and/or use the Software.

1.5 Third Party Solutions. With respect to software, Endpoint provides only the
Software. As applicable, there may be code, applications, and data that are
provided by entities or individuals other than Endpoint, that interoperate or
integrate with the Software or Services, and/or made available with or for use
with the Software (“Third Party Solutions”). Notwithstanding anything to the
contrary, any right to use Third Party Solutions are governed solely by the
terms of license agreements that apply to the Third Party Solutions and not
under this Agreement. Endpoint does not provide any warranty on any Third Party
Solutions or any information or Study Data (as herein defined) received
therefrom, and the Third Party Solutions are not deemed part of the Software or
Service. Notwithstanding anything to the contrary, Endpoint makes no warranties
or representations whatsoever regarding such Third Party Solutions or any
Equipment. You shall not provide any personal identifiable information (PII),
personal data (Personal Data), any protected health information (PHI) into any
system or application, for example, a telephone response system, provided by
Endpoint relating to any Trial other than the Software.

1.6 Nature of Internet. You acknowledge that, notwithstanding any obligations of
Endpoint, use of, or connection to, the Internet provides the opportunity for
unauthorized third parties to circumvent precautions and illegally, or without
authorization, gain or attempt to gain access to the Software and data.
Accordingly, Endpoint cannot and does not guarantee the privacy, security,
integrity, or authenticity of any information so transmitted over or stored in
any system connected to the Internet or Equipment.

1.7 Suspension. Notwithstanding anything to the contrary, Endpoint at its
discretion, without obligation to You, and without limiting any other remedy
available at law or equity, may suspend or terminate access to any Service or
Software: (a) prevent actual, threatened, or suspected damage to or degradation
of or to the Software, the Study Data, or any other system, any violation these
terms; or (b) comply with any law which requires immediate action.

2. Miscellaneous

2.1 Indemnification. You will defend, indemnify, and hold harmless Endpoint, and
its successors and assigns, affiliates, officers, directors, shareholders,
personnel, employees, and agents of any kind (“Endpoint Indemnitees”) against
all actual or threatened, claims, investigations, demands, damages, judgments,
losses, and liabilities (including reasonable costs, expenses, and attorneys’
fees), arising out of or related to, at least in part from, whether direct or
indirect: any use of the Software by You; any breach of laws or this Agreement
by You.

Any Party liable to provide indemnification hereunder shall be entitled to
control the defense and settlement of any claim on which it is liable. The
Parties shall reasonably cooperate in the investigation, defense, and settlement
of any claim. Any indemnifying Party will have no obligation to defend,
indemnify or hold harmless an indemnitee with respect to claims against an
indemnitee which were settled by the indemnitee without the prior written
consent, which consent may not be unreasonably withheld, of the indemnifying
Party.

2.2 Notice. Any notice, statement, copy, or other communication provided for
herein to Endpoint shall be in writing and shall be considered as duly delivered
upon (a) actual receipt or when personally delivered, (b) when mailed by first
class, registered or certified mail, postage prepaid, or (c) sent by reputable
courier service to

Endpoint Clinical Inc.
55 Francisco Street
San Francisco, California 94133
Attention: General Counsel

With copy to: NOTICES@endpointclincical.com

2.3 Governing Law. The provisions of this Agreement, any SOWs, and any documents
delivered pursuant hereto shall be governed by and construed in accordance with
the laws of North Carolina, USA (excluding any conflicts-of-law rule or
principle that might refer same to the laws of another jurisdiction). Each of
the Parties hereto represents, warrants, and covenants that it has had ample
opportunity to consider entering into this Agreement and has had an opportunity
to consult with counsel regarding this Agreement to negotiate changes to this
Agreement prior to executing the same, and the neither the Uniform Commercial
Code nor the United Nations Convention on Contracts for the International Sale
of Goods shall apply.

2.4 Dispute Resolution/No Indirect Damages.

2.4.1 In no event shall Endpoint be liable for any consequential, punitive,
exemplary, special, incidental, or indirect damages of any kind, including,
without limitation, loss or integrity of data, loss of profits, cost of
procurement or replacement goods and services, cover, or reliance damages,
arising out of or in connection with this Agreement or and SOW or the delivery,
use or performance of any Service, or the Software, whether such liability
arises from any claim based upon contract, warranty, tort (including
negligence), strict liability, or otherwise, and whether or not Endpoint has
been advised of the possibility of such loss or damage. The Parties agree that
these limitations will survive and apply even if any limited remedy specified in
this Agreement is found to have failed of its essential purpose.

2.4.2 You agree that in all actions and proceedings arising out of or relating
directly or indirectly to the terms herein, or any ancillary agreement or any
other related obligations shall be litigated solely and exclusively in the state
or federal courts located in North Carolina, USA and that such courts are
convenient forums. Each party hereby submits to the personal jurisdiction of
such courts for purposes of any such actions or proceedings and expressly waives
objection thereto. You additionally waive any right to join in any class
actions.

2.5 Waiver. The Parties may waive any rights or obligations of this Agreement
only by a writing executed by the Party or Parties against whom the waiver is
sought to be enforced. No failure or delay (a) in exercising any right or
remedy, (b) in requiring the satisfaction of any condition under this Agreement
or any SOW, and (c) no act, omission or course of dealing between the Parties,
operates as a waiver or estoppel of any right, remedy, or condition. A waiver
made in writing on one occasion is effective only in that instance and only for
the purpose stated. A waiver once given is not to be construed as a waiver
against any other person.

2.6 Severability. The invalidity or unenforceability of any provision hereof
shall in no way affect the validity of enforceability of any other provision
hereof.

2.7 Compliance Provisions

2.7.1 Anti-Bribery. Pursuant to this Agreement, You represent that You have not
and agree that will not violate the laws and regulations of the United States of
America (including the Foreign Corrupt Practices Act), any local laws of the
country of operation, the country in which business is being conducted, or any
other relevant country as applicable (including the United Kingdom Bribery Act
of 2010) pertaining to bribery, improper payments, and kickbacks.

Pursuant to this Agreement, You agree that You have not and will not, either
directly or indirectly, engage in bribery, or offer, or promise, or solicit, or
make, or receive any “improper payment”, including, but not limited to, cash,
loan, gift, travel, entertainment, hospitality, facilitation payment, kickback,
political or philanthropic contribution, anything of value for the benefit of
the Parties or its personnel or any entity or individual associated with the
Parties or its personnel, or for any other perceived benefit as an inducement to
act or refrain from acting, or in order to improperly obtain or retain a
business advantage in relation to this Agreement.

2.7.2 Trade Controls. Notwithstanding any other provision of this Agreement to
the contrary, You shall comply with, and retain responsibility for its
compliance with, all applicable export control laws (e.g., the U.S. Export
Administration Regulations) and economic sanctions programs (e.g., economic
sanctions maintained by the U.S. Treasury Department against certain countries
and Specially Designated Nationals and Blocked Persons (“SDNs”)) relating to its
respective business, facilities, and the provision of services to third parties
(collectively, “Trade Control Laws”). It shall be in the sole discretion of the
Parties to refrain from being directly or indirectly involved in the provision
of goods, software, services, and/or technical data that may be prohibited by
applicable Trade Control Laws, including sanctions currently in place against
Cuba, Iran, North Korea, Sudan, Syria, the Crimea region of Ukraine, and SDNs.

2.7.3 Anti-Boycott. Notwithstanding any other provision herein, Your obligation
to enter into or complete any order or otherwise furnish any products or
services or technical data under this Agreement shall be, at all times, subject
to its ability to do so in a manner consistent with all applicable anti-boycott
laws and regulations of the United States, including those regulations
administered by the U.S. Department of Commerce Bureau of Industry and
Security’s (“BIS”) Export Administration Regulations (“EAR”), 15 C.F.R. § 760,
and the U.S. Department of the Treasury Internal Revenue Service’s (“IRS”)
Internal Revenue Code (“IRC”), I.R.C. § 999 and Treas. Reg. § 1.999-1
(collectively, “U.S. Anti-boycott Laws”). Endpoint shall not be required to
take, or to refrain from taking, any action where to do so would be inconsistent
with or penalized under the U.S. Anti-boycott Laws.

2.7.4 Consent. Notwithstanding any agreement or obligation you may have with the
Sponsor or any third party, you warrant, without limitation, that any personal
information provided to Endpoint, e.g., via the Software or other system, shall
be deemed necessary to the conduct of the clinical trial and is recognized under
all relevant statutes including data management and retention policies of both
Endpoint and the Sponsor, and that all necessary consents have been obtained and
maintained.

2.8 Assignment. You shall not assign, nor any of the rights, interests, or
obligations hereunder without the prior written consent of Endpoint.

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