DISCLAIMER & SOFTWARE LICENCE AGREEMENT AND TERMS OF USE

The Micheletti Biometer Adjustment Nomogram™ for ICL Selection is meant to serve as an adjunct tool to assist physicians in the adjustment of biometer measurements for size selection of Implantable Collamer Lenses (ICLs). The information contained herein is derived from the work and nomogram(s) of Morgan Micheletti, M.D. (the “Author”). The medical opinions and views expressed in this tool are those of Dr. Micheletti and not those of any manufacturer of ICLs. Please read this tool software license agreement and the terms of use (together, the "Agreement") carefully and in its entirety by scrolling down.

This Agreement is a legal contract between you ("Licensee") and Ophthalmic Neo-Innovations of Texas ("ONIT") and governs access to and use of the tool and the underlying software. By choosing "I UNDERSTAND AND AGREE" at the end of this notice, you as Licensee agree to all the terms stated herein, including all limitations on liability and lack of warranty. You will not be granted access to or permission to utilize the tool if you do not agree to all the provisions set forth in this Agreement. The terms of this Agreement may not be modified except in writing signed by ONIT. The tool is intended to be used by physicians only in conjunction with a comprehensive ophthalmic examination and the appropriate diagnostic tests and measurements necessary for surgical candidates. This tool is provided to physicians for educational and convenience purposes only, and is not a substitute for appropriate medical education and training. Physicians who use the tool must arrive at their own independent determinations regarding the proper treatment for their patients and are solely responsible for the outcome of a patient. Neither the Author nor ONIT warrant the accuracy or completeness of information that this tool provides and expressly disclaim all liability to any person in respect of all matters and all actions taken or not taken based on any information contained herein. By using the tool, you agree to waive and hold the Author and ONIT harmless from any claims you may have arising out of your use of this tool.

1. OWNERSHIP. The tool is owned by ONIT. Licensee may not reverse engineer, decompile, or disassemble the tool, except to the extent the foregoing restriction is expressly prohibited by applicable law. Licensee may not make error corrections to, or otherwise adapt or modify, or create derivative works based upon the tool.

2. SCOPE OF USE. This Agreement gives Licensee the right to access the tool and to use it for the limited purpose of recommending the adjustment of Implantable Collamer Lenses, as those are defined by the Author. Said license rights are not transferable and may not be subject to a sublicense, nor may the tool be reproduced or modified without the express consent of ONIT. Licensee agrees to use reasonable efforts to prevent unauthorized use, distribution or publication. Licensee acquires no ownership right, title or interest in the tool, or in any applicable patents, trademarks, copyrights, trade secrets and other intellectual property rights which may be embodied or contained therein.

3. PATIENT INFORMATION. This tool utilizes only de-identified patient data. It does not and is not intended to utilize, capture or record patient identifiable data. It is the sole responsibility of Licensee to determine whether the tool data entry include patient identifiable data, which may be subject to Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, and the data privacy and security regulations promulgated thereunder by the U.S. Department of Health and Human Services, 45 C.F.R. Parts 160 and 164, as the same may be amended from time to time (collectively, the “HIPAA Rules”). De-identified data entered into the tool may be aggregated by ONIT for future research or nomogram development.

4. NO WARRANTIES THE TOOL IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY WHATSOEVER. LICENSEE ASSUMES ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE TOOL TO ACHIEVE LICENSEE'S INTENDED RESULTS, FOR THE USE OF THE TOOL, AND FOR THE USE OF ANY RESULTS OBTAINED FROM THE TOOL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN ALL STATES AND JURISDICTIONS WHERE SUCH DISCLAIMERS ARE PERMITTED BY LAW, THE AUTHOR AND ONIT EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING THE TOOL, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE AUTHOR AND ONIT EXPRESSLY DISCLAIM ANY WARRANTY, EITHER EXPRESS OR IMPLIED, REGARDING SYSTEM AND/OR TOOL AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE. BY ACCEPTING THESE TERMS, LICENSEE HEREBY ACKNOWLEDGES THAT THE OPERATION OF THE TOOL IS NOT FAIL-SAFE OR FREE FROM ERRORS OR DEFECTS.

5. LIMITATIONS ON LIABILITY. Licensee hereby expressly assumes the entire cost of any damage resulting from Licensee's use of the tool and the information contained in or compiled by the tool. To the maximum extent permitted by applicable law, and in all states and jurisdictions where such limitations and exclusions are permitted, in no event will Micheletti or Ophthalmic Neo-Innovations of Texas be liable for any damages whatsoever (including, without limitation, direct, indirect, special, consequential, punitive, or incidental damages) arising out of the use or inability to use the tool, even if Micheletti or Ophthalmic Neo-Innovations of Texas have been advised of the possibility of such damages.

6. CHOICE OF LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, without regard to any rules or principles regarding conflicts of laws or the United Nations Convention on Contracts for the Sale of Goods.

7. TERMINATION OF AGREEMENT. This Agreement may be terminated at any time with or without notice in Ophthalmic Neo-Innovations of Texas’s sole discretion.