Pronk CheckMate Free Trial Service Agreement (version 02242026.1)

This Pronk CheckMate^TM Free Trial Service Agreement ("Agreement") is a legal agreement between the customer entity identified in the registration process ("Customer") and Pronk Technologies Inc. ("Pronk").

This Agreement governs the Customer's Free Trial of a subscription to and use of the Pronk CheckMate Free Trial Service. By clicking "Agree” or otherwise accessing the Service, Customer agrees to be bound by the Commercial Terms below and the incorporated Terms of Use (Appendix A).

COMMERCIAL TERMS

Service: Free Trial of a Subscription to the Pronk CheckMate Service.

Free Trial Term: 30 days from the date of Acceptance.

Authorized User Licenses: Approval for Free Trial licenses for Customer's Bio-Medical Equipment Technicians is based on requests for free trials coming from users with work email addresses based on hospital, health system, and/or ISO email addresses. Personal email addresses used to request a free trial will be rejected.

Payment Due: No payment is due during the Free Trial.

Acceptance: By clicking " Agree”, the Customer acknowledges that it has read, understood, and agrees to be bound by these Commercial Terms and the attached Terms of Use (Appendix A), which are incorporated herein by reference. The individual clicking to agree represents that they have the authority to bind the Customer to this Agreement.

APPENDIX A: TERMS OF USE

·         The Service and Content: Pronk Checklists are proprietary files that control wireless test equipment functionality, and collect data from test results. They are standardized, prebuilt, digital, manufacturer-compliant files with integral wireless test equipment automation. Pronk maintains a Checklist Library that covers many medical device manufacturers and device models. Together, individual Pronk Checklists and the Checklist Library comprise the “Content” provided by this agreement.

·         Pronk provides the “Pronk Checkmate^TM Free Trial Service” (the “Service”). The Service is a subscription that enables an authorized user’s Pronk Mobilize^TM application to perform the following functions: (a) sync with a Pronk-hosted server account; (b) select checklists from the Checklist Library; (c) access and control Pronk Checklists to apply to a test operation; (d) capture testing details, including test result data to the user’s local device; (e) generate and download PDF reports of completed Checklists; and (f) receive periodic updates to the Checklist Library.

·         The Service does not guarantee that its Checklist Library covers all medical device manufacturers or models.

Grant of License: Subject to the terms and conditions of this Agreement, Pronk grants to Customer a limited, non-exclusive, non-transferable, and revocable license for each authorized user to access and use the Service and its Content for the duration of the Free Trial Subscription Term. This license is granted solely for use by one named individual on a mobile device that is owned or controlled by that individual and is not shared with others.

Restrictions on Use: Customer shall not, and shall not permit its users to: (a) Resell, sublicense, distribute, or otherwise make the Service or its Content available to other individuals; (b) Allow the Service or Content to be installed on or accessed from shared or public devices; (c) Allow multiple users to access the Service or Content using the same credentials; (d) Modify, create derivative works from, decompile, or reverse-engineer any part of the Service or its delivery mechanism; (e) Remove any proprietary notices from the Content; (f) Use the Service or Content for any purpose that is unlawful or prohibited by this Agreement; (g) Use the Service or its Content for the purpose of developing a competing product or service; (h) Use any automated or manual process to scrape or export the Content from the Service; (i) Attempt to bypass or disable any security or licensing mechanisms of the Service; or (j) Copy, disseminate, or reproduce the Checklists (including their logic, structure, or steps) via screenshots, recordings, transcription, or any other means for the purpose of sharing with non-licensed users or the general public.

Data Collection and Usage: Customer acknowledges and agrees that Pronk may collect, store, and process data generated from the Customer's use of the Service, including but not limited to completed checklist data and test results ("Usage Data"). Pronk may use this Usage Data for the purposes of: (a) providing the Service to the Customer, including making test results available for reporting and analysis; (b) monitoring the performance and stability of the Service; and (c) for internal purposes, such as to analyze usage patterns and improve the Service. Pronk will handle all Usage Data in accordance with its Privacy Policy and will not share personally identifiable Usage Data with third parties except as required to provide the Service or as required by law.

Customization and Additional Services: This Agreement governs access to Pronk's standard Pronk CheckMate Free Trial only. Any requests by the Customer for the creation of new custom checklists, modification of existing Checklists, or other professional services are not included in this Agreement. Such services may be available from Pronk under a separate, billable Statement of Work (SOW) at Pronk's discretion.

Intellectual Property Rights: Pronk retains all right, title, and interest in and to the Service and all Content provided therein, including all copyrights, trademarks, and other intellectual property rights. This Agreement does not transfer any ownership rights to the Customer.

Our Partnership in Quality: Pronk is committed to providing a high-quality framework for managing checklists. Customer acknowledges that this Service is a tool to support, not replace, the professional expertise of its trained users. Therefore, the final responsibility for the accuracy and proper application of any checklist rests with the Customer and its qualified personnel.

Our Commitment to Service: Pronk will use commercially reasonable efforts to provide a reliable and effective Service. However, due to the nature of digital services, we provide the Service and its Content on an "as is" and "as available" basis. This means we do not provide legal warranties that the Service will be uninterrupted, error-free, or compatible with all future technologies, and we disclaim the implied warranties of merchantability and fitness for a particular purpose to the fullest extent permitted by law.

Empowering Your Professionals: The Service and its Checklists are designed as powerful informational tools to assist your qualified personnel. They are intended to supplement, not replace, the essential professional judgment, skill, and care that your team provides. As such, the Customer retains the final responsibility for verifying all work and ensuring its medical devices comply with all applicable laws and regulations.

LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PRONK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR ANY CONTENT, EVEN IF PRONK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PRONK'S ENTIRE AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICE DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification: Customer agrees to indemnify, defend, and hold harmless Pronk and its officers, directors, and employees from and against any and all claims, losses, and expenses (including reasonable attorneys' fees) arising out of or related to the Customer's use of the Service or breach of this Agreement.

Term, Termination, and Effects of Expiration:
(a) Term: This Agreement is effective for the Free Trial Subscription Term (30 days) and does not automatically renew.
(b) Termination for Cause: Either party may terminate this Agreement immediately without written notice if the other party materially breaches any of its terms.
(c) Effects of Expiration or Termination: Upon the expiration or termination of the Subscription Term for any reason: (i) the license granted herein will cease; (ii) the Service will be deactivated, and the Customer's Mobilize application will no longer sync with the Pronk server to receive new or updated Checklists; (iii) all Checklists downloaded to the Customer's devices via the Service will become inaccessible and no longer usable; and (iv) the Customer will retain access only to any test results and PDF reports that were generated and stored locally on their devices prior to expiration, limited only by Mobilize capacity for retaining reports. Pronk is not responsible for long-term server-side storage of Customer's test data after termination.

Confidentiality: Both parties agree to keep confidential all non-public information received from the other party.

Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law principles. Any legal action arising from this Agreement shall be brought in the state or federal courts located in Los Angeles County.

Entire Agreement: This Agreement, including the Commercial Terms and these Terms of Use, constitutes the entire agreement between the parties and supersedes all prior communications. It may only be amended in writing and signed by both parties.