ExactVu™ End User License Agreement

1.1 Software - that portion of the compiled and integrated proprietary data code created or licensed by the Company which is utilized by the System including the associated media and any accompanying documents including electronic documents.

1.2 Computer - the hardware and systems used for or relating to the storing, manipulation and communication of information, data or Software which is part of the System.

1.3 System – a set of components supplied by the Company or its representatives to USER including but not limited to the Software, Computer, Machinery, input/output connectors and components for connecting the Computer to the Machinery, and associated communication devices.

1.4 Machinery - all transducers, transmitters, receivers, converters, circuits, generators, motors, and electrical, electronic, or mechanical equipment producing the signal(s) to be inputted to the System or Computer.

2.1 The Company states and USER agrees that the Software, Computer, System and Machinery are protected by copyright, patent, and trademark laws, as well as other intellectual property laws and international treaties. The Software is being licensed under the terms and conditions of this AGREEMENT and is not being sold in any way. USER acknowledges that it does not own, nor will it acquire as a result of this AGREEMENT any intellectual property rights to the Software, Computer, System or Machinery.

2.2 Grant of License

2.3 Disclaimer of Liability

To the maximum extent permitted by law, the Company disclaims any and all liability from or related to the use of the System by USER including without limitation any liability relating to any express or implied warranties or any indirect, incidental, special, punitive or consequential damages.

4.1 - Limitations on Reverse Engineering, Decompilation and Disassembly.

USER may not reverse engineer, decompile, or disassemble the Software, Computer, System or Machinery unless expressly authorized to do so in writing by the Company. USER shall take all reasonable steps to prevent a third party from reverse engineering, decompiling, or disassembling the Software, Computer, System or Machinery on USER's behalf or on the behalf of others.

4.2 - Single Computer.

The Software is licensed with the Computer as an integrated single instrument. The Software may only be used with the Computer supplied with the System.

4.3 - Rental.

USER may not rent or lease the Software, Computer, System or Machinery to external third parties unless expressly authorized to do so in a separate written agreement signed by the Company.

4.4 - Termination.

Without prejudice to any other rights, the Company may immediately terminate this AGREEMENT if USER fails to comply with any of its terms and conditions. In such event, USER must return or destroy the Computer, Software, System and Machinery, including without limitation all copies of the Software and all of the System's component parts. USER expressly acknowledges and agrees that Sections 4.1, 7, 8, 11, 12 and 14 of this AGREEMENT shall survive the expiration or termination of this AGREEMENT for any reason.

4.5 - Access to the Computer.

Network access to the Computer is at USER's discretion, and is USER's responsibility. The Computer is capable of supporting LAN/WAN intranet as well as internet accessibility. USER must provide the network and any connection software and hardware necessary to connect with the Computer. Such access will not be controlled or regulated by the Company.

4.6 - CLINICAL USE.

USER warrants and represents that the Software, Computer, System and Machinery will be used only in carrying out, performing and fulfilling clinical or clinical research use in the field of Urology and for no other purpose and in particular not for use in pre-clinical procedures unless authorized to do so by the appropriate regulatory authorities. Any other use by USER shall be grounds for termination as defined in Section 4.4.

12.1 USER acknowledges that USER may have access to and be entrusted with Confidential Information and trade secrets relating to the Company. The term "Confidential Information" means the confidential or proprietary information of the Company relating to its business or affairs. USER acknowledges that this AGREEMENT is not a license to use the Company’s Confidential Information. Accordingly, USER covenants and agrees with the Company that USER shall not disclose any Confidential Information to any person, nor shall USER use, directly or indirectly, any Confidential Information for any purpose not contemplated by this AGREEMENT, nor shall USER disclose or use for any purpose other than that of this AGREEMENT any other information of a confidential nature which USER may acquire with respect to the business of the Company. USER will take all reasonable precautions to prevent inadvertent disclosure of Confidential Information. This prohibition against disclosure includes, but is not limited to, disclosing that any similarity exists between the Confidential Information and information independently developed by another person or entity.

12.2 "Confidential Information" specifically does not include any of the foregoing which:

12.3 USER will not sub-license or attempt to sub-lease to any party anything provided by the Company to USER. USER warrants that it is under no obligations to any other entity that is in any way inconsistent with the carrying out of its responsibilities under this AGREEMENT.

12.4 Upon the demand of the Company, USER will deliver up within ten (10) days any and all Confidential Information in its possession or control, together with any and all copies thereof and any and all written notes or comments made by or for USER with respect to said Confidential Information.

13.1 The failure of a party to exercise any right, power or option or to enforce any remedy or to insist upon the strict compliance with the terms, conditions and covenants under this AGREEMENT shall not constitute a waiver of the terms, conditions and covenants herein with respect to that or any other or subsequent breach thereof.

13.2 If any provision of this AGREEMENT is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision shall be deemed severed from this AGREEMENT and shall not affect the validity, legality or enforceability of the remaining provisions of this AGREEMENT.

13.3 The USER acknowledges that the Software is subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and regulations enacted under the Export and Import Permits Act as well as the U.S. export controls regulations administered by the U.S. Dept. of Commerce and that the USER will comply with all applicable laws and regulations.

13.4 This AGREEMENT shall be governed by the Province of Ontario and the federal laws of Canada without regard to its conflicts of law provisions. To resolve any legal dispute arising from this AGREEMENT, the USER and the Company agree to the exclusive jurisdiction of the Province of Ontario.

14.1 It is acknowledged and agreed that the Software may include one or more software components provided under license by third parties including without limitation such parties listed below, wherein the ownership of such components resides with their respective providers. The USER acknowledges and agrees that the rights of the Company in relation to the Software listed in this AGREEMENT shall enure to the benefit of such third party providers in relation to any software components which they provide and which make up part of the Software.