End User License Agreement

Agreement & Acceptance

This End User License Agreement ("EULA") is a legally binding agreement between you ("End User," "you," or "your") and Pro-Lab Diagnostics USA ("Licensor," "we," "us," or "our") governing your installation and use of Microbank Marketplace, including any related mobile applications (iOS and Android), web application, software updates, documentation, and associated services (collectively, the "Application").

By downloading, installing, accessing, or otherwise using the Application, you acknowledge that you have read, understood, and agree to be bound by the terms of this EULA. This EULA is supplemented by and must be read together with our Terms of Service and Privacy Policy, which are incorporated herein by reference.

If you are accepting this EULA on behalf of an organization, you represent that you have authority to bind that organization to these terms.

If you do not agree to this EULA, do not download, install, or use the Application. Uninstall it immediately from your device.

Grant of License

Subject to your full and ongoing compliance with this EULA and our Terms of Service, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Install and use the Application on mobile devices you own or control (iOS and Android), limited to the number of devices reasonably associated with your individual account
• Access and use the web version of the Application through a compatible web browser
• Use the Application solely for your internal professional biobanking and laboratory management purposes, consistent with the Application's intended functionality

This license is for your personal, non-commercial professional use only. No rights are granted except as expressly stated in this EULA. All rights not expressly granted are reserved by Licensor.

License Restrictions

You agree that you will not, and will not permit or assist others to:

• Copy, modify, translate, adapt, or create derivative works based on the Application or any part of it
• Reverse engineer, disassemble, decompile, decode, or attempt to derive the source code of the Application
• Sublicense, sell, resell, transfer, assign, or otherwise commercialize or make available to any third party the Application or any rights under this EULA
• Remove, alter, or obscure any proprietary notice (including any copyright, trademark, patent, or trade secret notice) on the Application
• Use the Application to build a competing product or service, or to benchmark or evaluate it for competitive intelligence purposes
• Use the Application in any manner that violates applicable law or these terms, including entering PHI (see Section 4)
• Access the Application through automated means (bots, scripts, crawlers) except as expressly permitted by our API terms
• Circumvent, disable, or interfere with any security, access control, or authentication mechanism in the Application
• Use the Application to process, store, or transmit harmful, illegal, defamatory, or fraudulent content

PHI Prohibition & Intended Use Limitation

4.1 Intended Use

The Application is designed exclusively for professional biobanking inventory management and laboratory operations. It is appropriate for tracking de-identified biological specimen metadata such as catalog numbers, specimen types, biological classifications, storage conditions, volume measurements, and other non-identifying operational data.

4.2 Prohibited Content

The following categories of content must never be entered into the Application:

• Patient names, initials, or any individual-identifying designations
• Dates of birth, admission dates, or other dates directly linked to a patient or donor
• Social security numbers, medical record numbers, or any government-issued identifiers
• Diagnoses, clinical findings, treatment information, or any clinical health information
• Insurance or payment information linked to any individual
• Any information that could be used, alone or in combination, to identify a specific patient or human subject

4.3 Your Responsibility

You are solely responsible for ensuring that all data entered into the Application complies with this prohibition. We expressly disclaim all liability for any PHI you enter, and you agree to indemnify us for all consequences arising from any such entry. See Section 12 (Indemnification) for the full scope of your indemnification obligations.

Intellectual Property

5.1 Ownership

The Application, including all software, source code, object code, algorithms, user interface designs, logos, graphics, text, and all other components (collectively, "Licensor IP"), is owned exclusively by Pro-Lab Diagnostics USA and its licensors and is protected by applicable U.S. and international intellectual property laws, including copyright, trademark, patent, and trade secret laws.

This EULA does not transfer any ownership rights in the Application or Licensor IP to you. Your rights are limited to the license expressly granted in Section 2.

5.2 Your Content

You retain all ownership rights in the data and content you submit to the Application ("Your Content"). By submitting Your Content, you grant Licensor a limited, non-exclusive license to use, store, and process Your Content solely to operate and provide the Application, as described in our Privacy Policy.

5.3 Feedback

If you provide feedback, bug reports, feature requests, or other suggestions about the Application, you grant Licensor an irrevocable, perpetual, worldwide, royalty-free right to use and incorporate such feedback without any obligation or compensation to you.

5.4 Trademarks

"Microbank Marketplace," "Pro-Lab Diagnostics USA," and associated logos are trademarks of Pro-Lab Diagnostics USA. You may not use any of our trademarks without our prior written consent. Nothing in this EULA grants you any right to use our trademarks.

App Store Terms

6.1 Apple App Store

If you downloaded the Application from the Apple App Store, you acknowledge that: (a) this EULA is between you and Licensor only, not Apple Inc.; (b) Apple has no obligation to provide any maintenance or support for the Application; (c) Apple is not responsible for any product liability or intellectual property infringement claims related to the Application; (d) Apple and its subsidiaries are third-party beneficiaries of this EULA with the right to enforce it against you; and (e) you must also comply with Apple's App Store Terms of Service.

6.2 Google Play Store

If you downloaded the Application from the Google Play Store, your use is also governed by Google's Terms of Service. In the event of any conflict between Google's terms and this EULA, this EULA governs your relationship with Licensor specifically.

6.3 In-App Purchases

Subscription purchases made through the App Store or Google Play are processed by Apple or Google respectively and are subject to their purchase terms. All sales are final once processed through those platforms' payment systems, subject to each platform's refund policies.

Updates, Maintenance & Support

7.1 Updates

Licensor may from time to time develop updates, patches, bug fixes, or enhancements to the Application ("Updates"). Updates may be automatically applied or require your manual installation. This EULA applies to all Updates unless they are accompanied by a separate license, in which case the terms of that separate license govern. You acknowledge that continued use of the Application following any Update constitutes your acceptance of this EULA as applied to the Updated Application.

7.2 Modifications to the Application

Licensor reserves the right to add, modify, suspend, or remove features of the Application at any time with or without notice. Licensor is not obligated to maintain any specific feature or functionality.

7.3 Support

Licensor will make reasonable efforts to provide technical support for current versions of the Application. Support is available via email at support@pro-lab.us. Licensor does not guarantee any specific response time or resolution for support inquiries.

Privacy & Data Collection

Your use of the Application is also governed by our Privacy Policy, which is incorporated into this EULA by reference. By installing and using the Application, you consent to our collection and use of your data as described in that Policy.

In particular, you acknowledge that:

• The Application collects usage data, device information, and account data to operate and improve the Service
• On iOS and Android, the Application may request permission to send push notifications — you may revoke this permission at any time through your device settings
• Your data is stored and processed on servers located in the United States
• You must not enter PHI into the Application under any circumstances (see Section 4)

Termination

9.1 Termination by Licensor

This EULA and the license granted herein are effective until terminated. Licensor may terminate this EULA and your license immediately and without notice if you breach any term of this EULA, our Terms of Service, or our Privacy Policy. Grounds for termination include, without limitation: entry of PHI, misuse of the Application, unauthorized transfer or sublicensing, or non-payment of applicable subscription fees.

9.2 Termination by You

You may terminate this EULA at any time by uninstalling the Application from all your devices and deleting your account. Uninstalling the Application does not automatically delete your account or your data from our servers; you must request account deletion separately.

9.3 Effect of Termination

Upon termination of this EULA for any reason: (a) your license to use the Application immediately ceases; (b) you must cease all use of the Application and uninstall it from all devices; (c) all data associated with your account may be deleted in accordance with our Privacy Policy. The following Sections survive termination: 4, 5, 10, 11, 12, 14, and any others that by their nature should survive.

Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; ANY WARRANTY THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; OR ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY DATA OR INFORMATION PROVIDED THROUGH THE APPLICATION.

THE APPLICATION IS NOT A MEDICAL DEVICE, CLINICAL DECISION-SUPPORT TOOL, OR ELECTRONIC HEALTH RECORD SYSTEM. IT HAS NOT BEEN EVALUATED OR CLEARED BY THE U.S. FOOD AND DRUG ADMINISTRATION (FDA) OR ANY OTHER REGULATORY AUTHORITY FOR CLINICAL USE. ALL LABORATORY, BIOBANKING, AND SPECIMEN-RELATED DECISIONS ARE MADE SOLELY BY YOU AND AT YOUR OWN PROFESSIONAL RISK.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRO-LAB DIAGNOSTICS USA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR YOUR USE OF OR INABILITY TO USE THE APPLICATION — INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOSS OF PROFITS, REGULATORY FINES OR PENALTIES, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS EULA OR THE APPLICATION EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES. SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

Indemnification

You agree to defend, indemnify, and hold harmless Pro-Lab Diagnostics USA and its officers, directors, employees, contractors, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your installation or use of the Application in violation of this EULA
• Any PHI or other prohibited content you enter, store, transmit, or otherwise process through the Application
• Any violation of applicable law (including HIPAA, FDA regulations, or state laws) in connection with your use of the Application
• Your breach of any representation, warranty, or obligation under this EULA
• Any claim by a regulatory or government authority arising from your use of the Application
• Any third-party claim arising from content you submit to the Application or actions you take through it

Export Compliance

The Application may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). You agree to comply with all such laws and regulations. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or designated as a "terrorist supporting" country by the U.S. government, and that you are not listed on any U.S. government list of prohibited or restricted parties.

Governing Law & Dispute Resolution

14.1 Governing Law

This EULA shall be governed by and construed in accordance with the laws of the State of Delaware and applicable federal laws of the United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA.

14.2 Informal Resolution

Before initiating any legal proceeding, you agree to contact Licensor at support@pro-lab.us to attempt to resolve the dispute informally within 30 days.

14.3 Binding Arbitration

If the dispute is not resolved informally, it shall be finally resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in the State of Delaware. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

YOU AND PRO-LAB DIAGNOSTICS USA WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY.

14.4 Exception for Equitable Relief

Notwithstanding the foregoing, either party may seek emergency equitable relief (including an injunction) in any court of competent jurisdiction to prevent irreparable harm pending arbitration, without waiving the right to arbitrate.

Changes to This EULA

Licensor reserves the right to modify this EULA at any time. For material changes, we will provide notice via email to your registered address or through a prominent notification within the Application at least 30 days before the changes take effect. Your continued use of the Application after the effective date of the revised EULA constitutes your acceptance of the changes.

If you do not agree to any revised terms, you must stop using the Application and uninstall it from your devices before the effective date of the changes.

Contact Us

For questions, concerns, or notices under this EULA, please contact us:

• Email: support@pro-lab.us
• Website: microbank.pro-lab.us
• Company: Pro-Lab Diagnostics USA

For urgent security concerns or suspected PHI breaches involving the Application, email us immediately at support@pro-lab.us with the subject line "URGENT — Security Concern."