Trial Software Services License Agreement This Software Services License Agreement (the “Agreement”) is entered into between you, the entity set forth on the Microsoft AppSource portal (the “Licensee”) and enVista, LLC (“enVista”) (each a “Party” and together the “Parties”) to govern Licensee’s access to the requested software services that Licensee selects through Microsoft’s AppSource web portal (“Software Services”). By accepting the Agreement, Licensee represents that it has the authority to bind Licensee to the terms and conditions set forth in this Agreement. 1. License Grant. Subject to the terms of this Agreement, enVista grants Licensee a non-transferrable, non-perpetual, revocable, limited license to access the Software Services through an online, web-based application (the “Software Services”) via the Microsoft Dynamics 365 (“Microsoft Platform”) solely for Licensee’s internal business purposes. Licensee may permit its employees and subcontractors including its partners and its Affiliates (each a “User”) to access the Software Services solely in compliance with this Agreement; Licensee remains responsible for such Users’ compliance with this Agreement. Licensee’s access to the Software Services is further limited, conditioned on and subject to Licensee’s valid license agreement at all times during the term of this Agreement with third party software vendors, including but not limited to Microsoft Platform. 1.2 Limitations on Use. Licensee shall not use or permit the use of the Software Services to anyone other than Licensee’s Users to use the Software Services on Licensee’s behalf pursuant to the terms herein. Under no circumstance shall License or its Users use or access the Software Services to: (i) knowingly transmit, store, or process information in violation of third party privacy, intellectual property rights, or any applicable law, including such content is unlawful, abusive, tortious, defamatory, obscene, libelous or otherwise objectionable; (ii) interfere with or disrupt the Software Services, or networks connected to the Software Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Software Services, use any application programming interface to access the Software Services other than such interface made available by enVista, conduct load testing or vulnerability scanning on the Software Services without enVista’s prior written consent; (iii) mirror the Software Services on any server, unless allowed on a SOW; (iv) make any use of the Software Services that violates any applicable local, state, national, international or foreign law, including export or re-export of the Software Services in violation of any United States export law or regulation; (v) upload, publish, post or store to the Software Services any code, files scripts, programs intended to do harm including worms, viruses, time bombs, (vi) copy, modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Software Services (including data structures or similar materials produced by programs); (vii) access or use the Software Services to build or support, directly or indirectly, products or services competitive to the Software Services; (viii) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available all or any part of the Software Services to any third party except as permitted by this Agreement; or (ix) remove or alter notices and notations on the Software Services or the Deliverables that refer to Intellectual Property Rights, or alter the Software Services in any way. Licensee will be solely responsible: (a) for maintaining the confidentiality of all user passwords and user logins, and will be responsible for all activities conducted under passwords and user logins to access the Software Services; (b) for the accuracy, quality, integrity, legality, and intellectual property ownership or right to use of all electronic data or information submitted by or for Licensee to the Software Services, or processed by and stored in, the Software Services (“Licensee Content”); (c) to use the Software Services in accordance with this Agreement, and applicable laws and government regulations; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Software Services, and promptly notify enVista of any such unauthorized access or use; and (e) to obtain and maintain appropriate equipment, licenses and network connections (including a license to the Microsoft Software) needed to connect to, access or otherwise use the Software Services. On enVista’s prior written consent, Licensee may permit its parent, subsidiaries and affiliated companies access to the Software Services; provided that, Licensee shall remain obligated for such entity’s use and such access is strictly pursuant to the terms and conditions herein. 2. Term and Termination. 2.1 Licensee may access each enVista Software Services application during a single trial period which will begin on the date Licensee accesses the Software Services through AppSource as reflected in enVista’s records and for a period of 30 days thereafter (the “Trial Term”). After the Trial Term, enVista and License may mutually agree in writing to continue the Trial Term. This Agreement shall immediately terminate in the event Licensee is in breach of its obligations hereunder and does not cure such obligations within 30 days of written notice from enVista. 2.2 On termination or expiration of this Agreement, the Software Services shall be automatically disabled preventing Licensee access to the Software Services. On termination of this Agreement by reason of Licensee’s default of its obligations hereunder: (a) Licensee shall immediately pay enVista amounts that are outstanding invoices for use of the Software Services prior to the effective date of termination; (b) on written request, enVista may require that Licensee demonstrate to enVista Licensee has destroyed the Software Services and all copies thereof in its possession; and (c) enVista may cease performance of all of enVista’s obligations under this Agreement without liability to enVista. enVista reserves the right to suspend, or disable any Software Services without notice or liability. 3. Indemnification 3.1 enVista hereby agrees to defend, indemnify, and hold harmless Licensee from any loss, cost, liability, damage, judgment and/or expense (including reasonable attorney’s fees) arising as a result of a claim made by a third party that the Software Services infringes its patent, copyright or trademark or misappropriates it trade secret. enVista shall not settle any claim without Licensee’s prior written consent if the settlement requires the Licensee to take any action, refrain from taking any action, or admit any liability. If an infringement claim is asserted, or if enVista in its reasonable judgment believes one may be asserted, enVista shall, at Licensee’s option: (i) procure a license from the person(s) claiming or likely to claim infringements; or (ii) modify the Software Services to make it non-infringing as long as such modification does not materially change the functionality and performance of the Software Services. If neither of these options is reasonably available to enVista, then this Agreement may be terminated at the option of Licensee and enVista agrees to promptly refund to Licensee all fees paid by Licensee to enVista under this Agreement with respect to the affected Software Services. 3.2 In order to receive the indemnification set forth in section 3.1, Licensee must provide the party providing indemnification: (i) prompt notice of such claim; (ii) the right to control and direct the investigation, defense, and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation, at the indemnifying party’s reasonable request. 4. Confidential Information 4.1 Confidential Information means any confidential and proprietary information of a party disclosed to the other party, regardless of the format, that is clearly identified as confidential or which a reasonably party would regard as confidential including but not limited to source and object code, routines, and formulas included in the Software Services. Each party shall and its cause its Users to maintain all such Confidential Information in strict confidence and shall not disclose it to any third party except its Users, agents and advisors who have business need to know during the term of this Agreement and for the longer of five years after the Agreement’s termination or expiration and the term such Confidential Information is afforded confidential treatment under applicable trademark law. The obligations of this Section 4.1 shall not apply to information that: (a) is or becomes part of the public domain through no act or omission of the Licensee; (b) was in the Licensee’s lawful possession prior to the disclosure and had not been obtained by the Licensee directly from enVista; (c) is lawfully disclosed to the Licensee by a third party without restriction on disclosure; (d) is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or (e) is disclosed in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof, but only to the extent of and for the purposes of such order, and only if Licensee first notifies enVista of the order to permit enVista to seek an appropriate protective order. The terms in this Section 4.1 shall survive the Agreement’s termination or expiration. 5. Ownership and Intellectual Property Rights. All Intellectual Property Rights, as defined below, in the Software Services shall remain in enVista. Licensee assigns any Intellectual Property Rights it may be deemed to possess in the Software Services to enVista. Licensee will not: (a) register, seek to register, or cause to be registered any Intellectual Property Rights related to the Software Services and/or enVista; or (b) authorize enVista Intellectual Property Rights to be used by third parties, without enVista’s prior written consent. For purpose of this Agreement, "Intellectual Property Rights" means all (i) trademarks, trade dress, trade names, service marks, domain names, together with all of the goodwill associated therewith, (ii) patent rights, and inventions (whether patentable or not), (iii) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases, (iv) trade secrets, know-how and other confidential information, and (v) any other Intellectual Property Rights protectable by applicable rules, regulations or law. 6. LIMITATION OF LIABILITY/ WARRANTY EXLCUSION THE SOFTWARE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. ENVISTA MAKES NO WARRANTIES WITH REGARD TO THE SOFTWARE SERVICES, INCLUDING BUT NOT LIMITED TO ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FOR NON-INFRINGEMENT. ENVISTA DOES NOT WARRANT THAT (1) LICENSEE WILL BE ABLE TO USE THE SOFTWARE SERVICES WITHOUT PROBLEMS OR INTERRUPTIONS OR THAT THEY ARE ERROR FREE, OR (2) THE SOFTWARE SERVICES ARE FREE FROM ATTACK OR COMPUTER VIRUS INFECTION OR HARMFUL CODE. ENVISTA DOES NOT PROVIDE SUPPORT, UPDATED VERSIONS OR DEFECT FIXING IN RESPECT OF THE SOFTWARE SERVICES. IN NO EVENT WILL ENVISTA BE LIABLE TO YOU WITH RESPECT TO ITS OBLIGATIONS UNDER THESE TERMS OF USE OR OTHERWISE UNDER ANY THEORY, INCLUDING CONTRACT AND TORT, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF OPPORTUNITY, GOODWILL OR BUSINESS, EVEN IF ENVISTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF USE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ENVISTA’S LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE SOFTWARE SERVICES WILL BE LIMITED TO THE GREATER OF $50.00 U.S. DOLLARS AND THE AMOUNT LICENSEE PAID ENVISTA FOR THE SOFTWARE SERVICES DURING THE 12 MONTH PERIOD BEFORE THE CLAIM SEEKING DAMAGES AROSE. The Licensee acknowledges and agrees that, due to the unique nature of Confidential Information and the Software Services, there can be no adequate remedy at law for breach of Section 2 or 6 and that such breach would cause irreparable harm to the Licensee. enVista shall thus be entitled to immediate injunctive relief, in addition to whatever other remedies enVista might have at law or in equity, in the event of an actual or threatened breach of Section 2 or 6 by the Licensee or its employees or agents. 7. Other General Terms 7.1 This Agreement and any attachments set forth the entire understanding between the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. This Agreement may not be amended, modified or superseded, unless expressly agreed to in writing by both parties. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, so as to reflect the original intent of the parties, and such provision shall not affect the legality and validity of the other provisions. If either party delays exercising or fails to exercise, a right or remedy provided by this Agreement or by law, that failure or delay will not amount to a waiver of that right or remedy by that party. The fact that a party does exercise a right or remedy provided by this Agreement or by law does not prevent that party from exercising that right or remedy again, or exercising another right or remedy. 7.2 Licensee may not export or re-export the Software Services in violation of the export laws of the United States, or the applicable laws of any other jurisdiction. 7.3 The parties are independent contractors, and this Agreement shall not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties. No party has the power to bind the other or incur obligations on the other's behalf. 7.4 This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute but one and the same instrument. A facsimile transmission or electronic transmission in portable document format or similar format of this Agreement signed by the parties shall be legal and binding on the parties. 7.5 All notices, requests or other communications required or permitted to be given hereunder shall be sent by registered mail, postage prepaid, or facsimile to enVista at 11555 N. Meridian Street, Suite 300, Carmel, IN 46032, attention Legal Counsel and to Licensee at the known address Licensee provided enVista addressed to Licensee’s Legal counsel, or to such other address as may from time to time be notified in writing by either party to the other. Notices shall be deemed received upon actual receipt. 7.6 Neither party will be responsible for any failure to perform due to unforeseen circumstances or to causes beyond the control of each party, including but not limited to: acts of God, war, riot, embargoes, and acts of civil or military authorities, strikes or shortages of transportation facilities, fuel, energy, or labor, or errors related to electrical services, telecommunications services and the internet (each a “Force Majeure Event”). Either party shall have the right to terminate, upon written notice, this Agreement if a Force Majeure Event continues to impact performance of the other for more than thirty (30) consecutive days. Notwithstanding the foregoing, if enVista should experience any Force Majeure Event, Licensee shall be entitled to reimbursement of the pro-rata portion of license fee(s) or Maintenance Plan fee(s) paid by Licensee for the period of the Force Majeure Event. 7.7 Neither party shall have the right or the power to assign any of its rights or obligations under this Agreement, without the prior written authorization of the other party, such written authorization not to be unreasonably withheld or delayed; provided, however, that the prior written authorization of the other party shall not be required for a party to assign any of its rights or obligations hereunder to an affiliate or pursuant to a sale of substantially all of the assets of the party, merger, consolidation, reorganization or other similar transaction. This Agreement shall extend to and be binding upon the parties’ respective successors and assigns. 7.8 Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever. 7.9 Licensee represents and warrants that it has the authority to contractually bind the licensee and that Licensee is entering into this license on its behalf. If Licensee does not have this authority, Licensee should destroy any copy of the Software Services in its possession. If Licensee does not agree to all of the terms and conditions of this Agreement, Licensee shall return the Software Services to enVista. 7.10 THIS AGREEMENT IS GOVERNED BY AND CONSTRUED IN ALL REPSECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF INDIANA, U.S.A., WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. This Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods or by the Uniform Computer Information Transaction Act. Each Party hereby waives its right to a trial by jury for any disputes between the parties. 7.11 For purposes of this Agreement, “Affiliates” means any other entity directly or indirectly controlling, controlled by or under common control by a party, and with respect to Licensee, whose compliance with the terms and conditions of this Agreement Licensee guarantees. Any reference to Licensee in this Agreement shall include Affiliates of Licensee, subject to enVista’s prior written consent.