CadCare Connect License Agreement

This CadCare Connect License Agreement (“Agreement”) is a binding legal contract between Cadwell Industries, Inc. (“Cadwell,” “we,” or “us”) and you (“Licensee” or “you”).

This Agreement becomes legally binding and effective when you install the Agent, copy, or otherwise use the Agent, and by such action you agree to be bound by the terms of this Agreement and represent that you have read, understood, and agreed to be bound by all terms and conditions herein. If you do not agree to these terms, you must not install the Agent.

1. Scope of Service and License Grant.

Cadwell provides the CadCare Connect Cloud Platform to monitor and support medical device workstations (the “Service”). Subject to the terms of this Agreement, Cadwell grants Licensee a non-exclusive, non-transferable, non-assignable and revocable license to install the local agent software (the “Agent”) on authorized Windows-based medical device PCs and servers. “Licensee Data” means information, data, and other content, in any form or medium, that is obtained by Cadwell from Licensee through the Service. Only copies of Licensee Data will be collected – no original Licensee Data will be taken. Licensee Data collected via the Service is stored in Microsoft Azure and encrypted using AES-256 at rest within the Azure environment and TLS 1.2 or higher during transit. Licensee Data will remain resident within the U.S. unless otherwise agreed upon in writing.

2. Data Transmission and Cloud Processing.

By installing the Agent, you authorize the collection and transmission of Licensee Data via the Agent to our CadCare Connect Cloud Platform so that Cadwell experts may remotely detect, diagnose, and solve technical problems and perform other diagnostic activities. Collected Licensee Data includes but is not limited to hardware/system metadata: (e.g., PC specifications, operating system version, operating system logs, disk health, driver versions), application logs, error codes and crash dumps related to the performance of the medical device PC, and license verification (“Diagnostic Data”). The Diagnostic Data is used solely to facilitate support operations, monitor device health, and ensure license compliance.

3. Connectivity and System Requirements.

Licensee acknowledges that the Service requires a persistent, outbound internet connection from the medical device to Cadwell’s cloud environment hosted on Microsoft Azure. Licensee is responsible for ensuring that local network configurations (firewalls, proxies, etc.) allow the Agent to communicate with Cadwell’s infrastructure. Cadwell is not responsible for any Service failure resulting from Licensee network outages, firewall restrictions, or insufficient bandwidth. Licensee acknowledges that loss of internet connectivity will result in the inability to transmit diagnostic data, receive updates, perform remote support operations, or otherwise provide the Service.

4. Agent Updates.

The Service is designed to maintain system integrity and security through automated updates to the Agent. Licensee hereby grants Cadwell the right to remotely deploy and install updates, patches, and bug fixes to the Agent software without further affirmative consent or manual intervention at the device level. The Agent will download and install Agent updates from Cadwell servers without further user intervention or prior consent. Licensee may disable the Agent for troubleshooting, but by doing so acknowledges that the Service will not be provided and the Agent will not be updated.

5. Cadwell Software Updates.

It is expected that a future release of the Service will electronically transmit updates relating to Cadwell software installed on the PC. Licensee will be notified of the available update, which Licensee may install in its discretion. All such updates are subject to the existing software license terms in place between Cadwell and Licensee relating to the Cadwell software.

6. Licensee Data and Personal Information.

6.1. Licensee Data.
Licensee hereby grants Cadwell a non-exclusive, royalty-free, worldwide license, as allowed by law, to use and display the Licensee Data and perform all acts with respect to the Licensee Data as may be necessary for Cadwell to provide the Service to Licensee. Licensee represents and warrants that: (i) Licensee owns all rights, title, and interest in and to Licensee Data; and (ii) Licensee has obtained all necessary consents and permissions to transfer the Licensee Data to Cadwell and to allow its use in accordance with this Agreement.

6.2. Personal Information and PHI.

6.2.1.
“Personal Information” means any information relating to an identified or identifiable natural person or household, which is collected, stored, accessed, or otherwise Processed by Cadwell for Licensee. “PHI” means protected health information Protected Health Information as defined in 45 C.F.R. § 160.103, and is limited to the information created, received, maintained, or transmitted by Cadwell from or on behalf of Licensee.

6.2.2.
The Service is primarily intended as a diagnostic and support utility and is not designed as a primary repository for PHI. Licensee shall use reasonable efforts to avoid inputting PHI into any system fields or logs monitored by the Agent.

6.2.3.
Should Personal Information or PHI be provided to Cadwell, Cadwell will handle PHI in accordance with the Business Associate Agreement in place with Licensee, or if none, in accordance with the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. § 1320d (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act of 2009, as codified at 42 U.S.C. § 17901 et seq. (“HITECH Act”), and any current and future regulations promulgated under HIPAA or the HITECH Act (collectively “HIPAA”). Cadwell’s processing of Personal Information will be governed by the CadCare Connect Data Processing Addendum available at https://cadcareconnect.cadwell.com/dpa/, which is hereby incorporated by reference.

7. Service Availability; Modifications.

7.1.
While Cadwell strives for high availability, the Service is dependent on third-party infrastructure (Azure). Cadwell does not guarantee 100% uptime. Occasional downtime may occur for scheduled or unscheduled maintenance or any Excusable Delay per Section 15.10 of this Agreement.

7.2.
Cadwell reserves the right to modify the Agent and the Service at any time. If such changes materially diminish the functionality of the Service, Licensee may delete the Agent and terminate its use of the Service. The termination right described herein is Licensee’s sole and exclusive remedy for Cadwell’s change to the Agent and Service.

8. Suspension.

Cadwell may temporarily or permanently suspend the Service if Cadwell reasonably determines that: (i) there is a threat or attack on any of the Cadwell Intellectual Property in the Agent or Service; (ii) Cadwell’s provision of the Service to Licensee is prohibited by applicable law; or (iii) a vendor has suspended or terminated Cadwell’s access to or use of any third-party product or service required to enable Licensee to access the Service. Cadwell will use commercially reasonable efforts to provide written notice of any suspension to Licensee and to provide updates regarding resumption of access to the Service following any suspension. Cadwell will use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service suspension is cured. Cadwell will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Licensee may incur as a result of a suspension.

9. Reservation of Rights; Limitation.

“Cadwell Intellectual Property” means the Service, the Agent, the Service and Agent documentation, and all intellectual property provided to Licensee or any other Authorized User in connection with the foregoing. Cadwell reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Cadwell Intellectual Property. Licensee will not decompile, decode, reverse engineer, or attempt to derive the source code of the Agent.

10. Usage Restrictions and Disclaimers.

Licensee acknowledges that the Service and its associated Agent are administrative support utilities and do not constitute medical device software. The Service is not intended for use in patient monitoring or as a component of any clinical decision-making process. The installation of the Agent does not alter the intended use or indications of use of the medical device on which it is installed.

11. Warranty Provisions.

11.1. Warranties.
Cadwell warrants that it either owns or has the right to provide the Service and Agent, and that the Service and Agent will substantially conform to the specifications stated in Cadwell’s documentation for the Service and Agent. Cadwell further warrants that the Service will be performed in a prompt, diligent, competent, and workmanlike manner. Licensee’s sole and exclusive remedy, and Cadwell’s entire liability for breach of the limited warranty in this Section, will be correction of the non-conformity or, if Cadwell fails to correct the non-conformity after using reasonable commercial efforts, Licensee may delete the Agent and terminate its use of the Service.

11.2. Exceptions.
The limited warranties set forth in Section 11.1 will not apply if: (ii) Licensee has failed to report to Cadwell a defect or error within 30 days of its first occurrence; (ii) the defect or error was caused, in whole or in part, by a product, software, or service not originating from Cadwell; or (iii) Licensee is otherwise in breach of this Agreement. The limited warranties set forth in this Agreement are made for Licensee’s benefit only.

11.3. Warranty Disclaimer.
EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 11.1, THE SERVICE AND AGENT ARE PROVIDED “AS IS” AND CADWELL SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CADWELL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CADWELL MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, AGENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF LICENSEE’S OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICE, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

12. Limitation of Liability.

IN NO EVENT WILL CADWELL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF DATA, CLINICAL DOWNTIME, BUSINESS INTERRUPTION OR BREACH OF DATA OR SYSTEM SECURITY, IN EACH CASE REGARDLESS OF WHETHER CADWELL WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL CADWELL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED $1,000. LICENSEE ACKNOWLEDGES THAT THE ABSENCE OF A LICENSE FEE REFLECTS THIS ALLOCATION OF RISK AND THAT WITHOUT THIS LIMITATION, CADWELL WOULD NOT BE ABLE TO PROVIDE THE SERVICE FREE OF CHARGE.

13. Confidential Information.

13.1.
Each party agrees to hold the other party’s business, technical, and proprietary information (“Confidential Information”) in strict confidence and to treat such Confidential Information with the same degree of care with which it would treat its own confidential information of a like nature, and in no case with less than a reasonable degree of care. Each party will use such information only in connection with Cadwell’s provision of the Service and will not disclose such information except as required by law. Each party will limit disclosure of such Confidential Information to those of its employees and contractors who have a need to know the information and are bound by confidentiality obligations as regards the Confidential Information that are no less stringent than those stated herein. Upon request by a party, the other party will return the party’s Confidential Information.

13.2.
A party’s Confidential Information will not be deemed to include information that: (i) is or becomes generally known to the public through no act or omission of the other party; (ii) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third-party without restriction on disclosure; or (iv) is independently developed by the other party without use of or reference to the disclosing party’s Confidential Information.

13.3.
Notwithstanding Section 13.1, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings.

13.4.
Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire 10 years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

14. Term and Termination.

14.1. Term.
The term of this Agreement commences on the Effective Date and shall continue until terminated by either party in accordance with Section 14.2. The parties intend for this Agreement to remain in effect for the duration that the associated medical device hardware remains in clinical use and requires technical support.

14.2. Termination.
In addition to any other express termination rights set forth in this Agreement: (i) either party may terminate this Agreement for any reason upon thirty (30) days advance written notice; (ii) either party may terminate this Agreement, effective immediately upon written notice, if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of notice; and (iii) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party becomes insolvent, files for bankruptcy, or seeks a general assignment for the benefit of creditors.

14.3. Effect of Termination.

14.3.1.
Upon termination of this Agreement, all rights and licenses granted to Licensee will expire and terminate, and Licensee will stop using Cadwell Intellectual Property, cease all use of the Service and delete or uninstall the Agent from all medical device PCs.

14.3.2.
Each party will deliver to the other party or destroy all copies of the other party’s Confidential Information.

15. Miscellaneous.

15.1. Notice.
All notices permitted or required under this Agreement must be delivered in writing by personal delivery or delivery by professional courier. Such notice will be effective upon receipt. All notices sent by Cadwell will be sent to the address to which Cadwell regularly invoices Licensee. All notices sent by Licensee must be sent to Cadwell Industries, Inc., 909 N. Kellogg Street, Kennewick, WA 99336, Attn: Legal. An address for notice may be changed by giving written notice of such change in the manner provided above.

15.2. Entire Agreement.
This Agreement represents the entire understanding of the parties with respect to the subject matter of the Agreement, and supersede all prior or contemporaneous agreements, representations, or understandings, written or oral, explicit or implied, concerning the subject matter of the Agreement. The Agreement may not be modified except in a writing signed by a duly authorized employee of Cadwell and Licensee.

15.3. Consideration.
The parties agree that the consideration for this Agreement consists of Licensee’s grant of access to the Diagnostic Data required for Cadwell to maintain and support the medical device on which the Agent is installed, and Cadwell’s provision of the Service to Licensee. Licensee acknowledges that this mutual exchange of benefits is sufficient consideration to make this Agreement legally binding.

15.4. Relationship to Other Agreements.
The parties acknowledge that they may be subject to a Business Associate Agreement (“BAA”) or other negotiated contracts (collectively, “Formal Agreements”). In the event of a conflict between the terms of this Agreement and a Formal Agreement regarding the subject matter of this Agreement, the following order of precedence will apply (i) any BAA with respect to PHI; (ii) this Agreement.

15.5. Subcontracting.
Cadwell may in its sole discretion subcontract parts of the Service to third parties, provided however, that Cadwell will assume responsibility for such subcontractors’ breaches of the Agreement as if they were the breaches of Cadwell.

15.6. Construction.
The Agreement will be interpreted fairly in accordance with its terms and without any construction in favor of or against either party.

15.7. Relationship; Third Party Beneficiaries.
The parties are independent contractors, and the Agreement does not constitute a partnership, agency, joint venture, or employment relationship. Nothing in the Agreement gives one party the right, power, or authority to bind the other. The Agreement does not create any right in, or inure to the benefit of, any third parties.

15.8. Assignment.
Licensee may not, without Cadwell’s prior written consent, assign, delegate, pledge, or otherwise any of its rights or obligations under the Agreement, whether voluntarily or by operation of law, including by way of sale of assets, merger, or consolidation. Any purported assignment, transfer, delegation, or other disposition by Licensee will be null and void. Subject to the foregoing, the Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

15.9. No Waiver.
The failure of a party to enforce at any time any provision hereof will not be construed to be a waiver of such provision or of the right of the party thereafter to enforce each such provision, nor will any single or partial exercise of any right or remedy hereunder preclude a party from any other or further exercise thereof or the exercise of any other right or remedy.

15.10. Excusable Delay.
Cadwell will not be responsible for any delay or non-performance of its obligations hereunder to the extent and for such periods of time as such delay or non-performance is due to causes beyond its reasonable control. Excusable delays include, but are not limited to, acts of God, war, action or inaction of any government, fire, explosions, sabotage, the elements, epidemics, internet service company failure or delay, denial of service attack, quarantine restrictions, strikes, lockout, embargoes, severe weather, or delays of suppliers or subcontractors. In particular, Cadwell will not be responsible for any delay or non-performance of its obligations hereunder to the extent and for such periods of time as such delay or non-performance is due to: (i) Licensee’s failure to obtain and maintain all computer or other hardware, software, communications or other equipment and any other infrastructure, service, facilities or resources needed to properly access and use the Service; or (ii) insufficient, unstable or unreliable inbound and/or outbound communication services, capacities, speeds, or outages.

15.11. Severability.
If any provision of the Agreement is found unenforceable, the remainder will be enforced as fully as possible and the unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the parties as expressed herein.

15.12. Governing Law; Jurisdiction.
The Agreement will be governed by the laws of the State of Washington, without giving effect to choice of law or conflict of law rules or provisions (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Washington. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the courts located in Benton County, Washington, and the parties agree and submit to the exclusive jurisdiction and venue of such courts.

15.13. Dispute Resolution.
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (“Dispute”), the parties will endeavor in good faith to resolve the Dispute through reasonable negotiations. If the parties fail to resolve the Dispute within a reasonable amount of time, the parties will settle the Dispute through binding arbitration, by a single arbitrator, in Benton County, Washington, under the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15.14. Time Limit on Licensee Commencing Legal Actions.
Licensee must commence any Dispute within one (1) year from the date the Dispute first occurred or will be barred from bringing such a Dispute thereafter.

15.15. Injunctive Relief.
The parties acknowledge that certain breaches may result in damage not adequately redressed by monetary damages and legal remedies alone. Accordingly, if either party discloses or threatens to disclose the other party’s Confidential Information or breaches any provision of this Agreement regarding Intellectual Property Rights, the non-breaching party is entitled to seek injunctive and other equitable relief, including, without limitation, preliminary and permanent injunctions and specific performance, without the requirement of posting bond.

15.16. Compliance with Laws.
Each party will comply with all federal and state laws, ordinances, regulations, and codes applicable to the Service and the party’s performance under the Agreement including applicable data privacy laws and regulations.

15.17. Survival.
Sections 6.1, 9, 11, 12, 13, 14.3, and 15., and any other terms that by their nature should survive the termination or expiration of this Agreement, will survive such termination or expiration.

Revision Date: 02.18.2026