Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE Semcorèl Inc SOFTWARE.

Semcorèl Inc. is licensing the CoCo Mobile App software (also referred to as “CoCo Software”) to you, for your use with a CoCo Watch (Also referred to as “CoCo Smartwatch”), or as a family member, caregiver, or friend of a CoCo Watch owner.

BY USING THE CoCo Software, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL AND/OR USE THE SOFTWARE.

1. General

A. Licensed not Sold

The CoCo Software, and any third party software, documentation, interfaces, content, fonts and any data accompanying this License whether in read only memory, on any other media or in any other form (collectively the "CoCo Software") are licensed, not sold, to you by Semcorèl Inc. ("Semcorèl") for use only under the terms of this License. Semcorèl and/or Semcorèl’s licensors retain ownership of the CoCo Software itself and reserve all rights not expressly granted to you.

B. Updates

Semcorèl, at its discretion, may make available future upgrades or updates to the CoCo Software for your compatible iOS or Android device. The CoCo Software upgrades and updates, if any, may not necessarily include all existing CoCo Software features or new features that Semcorèl releases for newer or other models of iOS or Android devices. The terms of this License will govern any CoCo Software upgrades or updates provided by Semcorèl to the original CoCo Software product, unless such upgrade or update is accompanied by a separate license in which case you agree that the terms of that license will govern such upgrade or update.

A. License.

Subject to the terms and conditions of this License, you are granted a limited, non-transferable, non-exclusive license to install and use the CoCo Software on any compatible iOS or Android device that you own or control. You may not distribute or make the CoCo Software available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the CoCo Software.

B. System Requirements.

CoCo Software is supported only on iOS or Android hardware that meets specified system requirements as indicated by Semcorèl.

B. System Requirements.

CoCo Software is supported only on iOS or Android hardware that meets specified system requirements as indicated by Semcorèl.

D. No Reverse Engineering

You may not, and you agree not to or enable others to, copy (except as expressly permitted by this License or by the Usage Rules if they are applicable to you), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the CoCo Software or any services provided by the CoCo Software, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of open-sourced components included with the CoCo Software).

E. Compliance with Laws

You agree to use the CoCo Software and the Services (as defined in Section 4 below) in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the CoCo Software and Services.

F. Third Party Software

Semcorèl may provide access to certain third party software or services as a convenience. To the extent that the CoCo Software contains or provides access to any third party software or services, Semcorèl has no express or implied obligation to provide any technical or other support for such third party software or services. Please contact the appropriate third party software vendor, manufacturer or service provider directly for technical support and customer service related to its software, service and/or products.

G. Automatic Updates

If you choose to allow automatic app updates, your device will periodically check with Semcorèl for updates and upgrades to the CoCo Software and, if an update or upgrade is available, the update or upgrade will automatically download and install onto your device and, if applicable, your peripheral devices. You can turn off the automatic app updates altogether at any time by changing the automatic app updates settings found within Settings.

The CoCo Software may import data from your CoCo Watch or other third party devices and services. This data belongs to you and is covered by the Semcorèl Privacy Policy. Access to this data is controlled by you through the settings of the CoCo Software. Semcorèl and/or the CoCo Software will not share your data to anyone that you or your designated Remote Admin has not granted access to. You agree that the use of these sharing capabilities is under your control and take responsibility for sharing properly.

Notwithstanding the above, during an emergency, the sharing of your data could be critical to providing proper emergency medical procedures. By accepting this agreement, you authorize Semcorèl to share your data with members of your Emergency Care Team (also referred to as “ECT members”), and authorize your ECT members to share data with anyone who requires this information to provide for your care.

A. General

The CoCo Software may enable access to iTunes Store, App Store, Google Play, Google Maps and other and third party services and websites (collectively and individually, "Services"). Such Service may not be available in all languages or in all countries. Use of these Services requires Internet access and use of certain Services may require a Semcorèl ID, may require you to accept additional terms and may be subject to additional fees.

B. At Your Own Risk

You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Services at your sole risk and that Semcorèl shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.

C. No Third Party Warrants

Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that Semcorèl is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Semcorèl, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

D. Content Accuracy and Ownership

As a user of CoCo Software, you will be asked to provide medical and other health related information. It is your responsibility to provide accurate information. To the extent that you upload any content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and that such content does not violate any terms of service applicable to the Services. You agree that the Services contain proprietary content, information and material, including but not limited to any Digital Materials, that is owned by Semcorèl, the site owner and/or their licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or Semcorèl. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Semcorèl is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.

E. Third Party Materials Access and Language

In addition, Services and Third Party Materials that may be accessed, linked to or displayed through the CoCo Software are not available in all languages or in all countries or regions. Semcorèl makes no representation that such Services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services and Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws and privacy and data collection laws. Semcorèl and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Semcorèl be liable for the removal of or disabling of access to any such Services. Semcorèl may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

This License is effective until terminated. Except as otherwise stated in the Informed Consent, your rights under this License will terminate automatically or otherwise cease to be effective without notice from Semcorèl if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the CoCo Software and destroy all copies, full or partial, of the CoCo Software. Sections 3, 4, 5, 6, 7, 8, 9 and 10 of this License shall survive any such termination.

A. Foreign Residents

If you are a customer who is a consumer who lives outside of the United States, you may have legal rights in your country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about consumer rights, you should contact a local consumer advice organization.

B. At Your Own Risk

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE CoCo SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE CoCo SOFTWARE IS AT YOUR RISK.

C. Services Provided AS IS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CoCo SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SEMCOREL AND SEMCOREL'S LICENSORS (COLLECTIVELY REFERRED TO AS "SEMCOREL" FOR THE PURPOSES OF SECTIONS 6 AND 7) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CoCo SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

D. Fit for Purpose

SEMCOREL DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SEMCOREL SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE CoCo SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE CoCo SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT THE CoCo SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE CoCo SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THIS CoCo SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, AS WELL AS SEMCOREL PRODUCTS AND SERVICES.

E. Unsupported Use Cases

YOU FURTHER ACKNOWLEDGE THAT THE CoCo SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE CoCo SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. CoCo Software is intended to support emergency care situations, but can not guarantee that the user will receive appropriate or timely care based on factors outside of our control, including but not limited to failures in the communication infrastructure, improper configuration of settings, or failure to respond by members of the Emergency Care Team.

F. Advice from Semcorèl Representative

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SEMCOREL OR A SEMCOREL AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE CoCo SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL SEMCOREL BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, , ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE CoCo SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE CoCo SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF SEMCOREL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. Except as otherwise set forth above and in the Informed Consent, in no event shall Semcorèl's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

You may not use or otherwise export or re-export the CoCo Software except as authorized by United States law and the laws of the jurisdiction(s) in which the CoCo Software was obtained. In particular, but without limitation, the CoCo Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the CoCo Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the CoCo Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

This License will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

This License constitutes the entire agreement between you and Semcorèl relating to the CoCo Software, and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Semcorèl.

Portions of the CoCo Software may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the CoCo Software, and your use of such material is governed by their respective terms.