End User License Agreement and Terms of Service

Last Update Date: July 17, 2026

This End User License Agreement and Terms of Service (this “EULA”) is a binding contract between you, an individual end user (“you” or “your”) and uLab Systems, Inc. (“uLab,” “we,” “us” or “our”) governing your use of the software applications that uLab makes available for download to computer devices and on the udesign.cloud website, whether directly or through third parties (individually and collectively, the “Software”), the website located at www.ulabsystems.com and any other online properties owned or controlled by or on behalf of uLab (each a “Website” and, collectively, the “Websites”) (the Software and any Websites are the “Service”). Where applicable, this EULA also governs your purchase of certain physical products from uLab through the Service. BY INSTALLING OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, THEN YOU MAY NOT USE THE SERVICE OR PURCHASE PRODUCTS HEREUNDER. TO HAVE A COPY OF THIS EULA AND ULAB’S PRIVACY POLICY SENT TO YOU, CONTACT ULAB AT support@ulabsystems.com. THIS PREAMBLE IS INCORPORATED BY REFERENCE INTO THE EULA.

Material Terms: As provided in greater detail in this EULA (and without limiting the express language of this EULA), you acknowledge the following:

• the Service is licensed, not sold to you, and you may use the Service only as set forth in this EULA;
• you consent to the collection, use, and disclosure of your information in accordance with uLab’s Privacy Policy available at https://www.ulabsystems.com/privacy-policy/
• we provide the Service to you on an “as is” basis without warranties of any kind and uLab's liability to you is limited; and
• disputes arising between you and uLab will be resolved by binding arbitration. By accepting this EULA, you and uLab are each waiving the right to a trial by jury or to participate in a class action.

1. General Terms & Conditions

a. Changes to this EULA. You understand and agree that we may change this EULA at any time without prior notice. We will try to provide you with prior notice of any material changes that may apply to you, including through the posting of a revised EULA that you may be required to accept in order to continue using the Service or purchasing products hereunder. You may read a current, effective copy of this EULA at any time by selecting the appropriate link on the Service. The revised EULA will become effective at the time of posting unless specified otherwise. Any use of the Service after the effective date will constitute your acceptance of such revised EULA. If you find any change to this EULA or the Service unacceptable, then your sole remedy is to stop accessing, browsing and otherwise using the Service. The terms of this EULA will govern any updates uLab provides to you that replace and/or supplement any portion of the Service, unless the upgrade is accompanied by a separate license or revised EULA, in which case the terms of that license or revised EULA will govern. Notwithstanding the preceding sentences of this Section 1.a, no revisions to this EULA will apply to any dispute between you and uLab that arose prior to the effective date of such revision.

b. Jurisdictional Issues. These Terms and Conditions and any sales hereunder shall be governed and construed in accordance with the laws of the State of Delaware without regard to its conflict of law principles. The Service is controlled and operated by uLab from its offices in the State of Tennessee. uLab makes no representation that materials on the Service are appropriate, lawful or available for use in any locations other than the United States of America. Those who choose to access or use the Service from locations outside those jurisdictions do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Service from jurisdictions where the contents or practices of the Service are illegal, unauthorized or penalized is strictly prohibited.

c. Eligibility. THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR FOR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY ULAB. IF YOU ARE UNDER 13 YEARS OF AGE, THEN YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. Furthermore, by accessing or using the Service, you affirm that either you are at least the age of majority in your jurisdiction, or you have been authorized to use the Service by your parent or legal guardian who is at least the age of majority in your jurisdiction.

d. Additional Terms. We also may require you to agree to additional terms and/or policies beyond those mentioned herein that we make available to you from time-to-time in connection with your use of the Service, including, without limitation, any such terms that apply to contests that we run on the Service (“Additional Terms”). Any such Additional Terms are hereby incorporated into and subject to this EULA, and this EULA will control in the event of any conflict or inconsistency with the Additional Terms to the extent of the conflict or inconsistency.

e. Customer Representations. You represent, warranty and covenant, as applicable, to uLab that you (a) are licensed to practice dentistry and/or orthodontics in the location(s) where, and at all times during which, treatment is being provided, and you conduct your practice in accordance with all dental laws, regulations and standards of care in effect and applicable to its practice locations, (b) have all necessary training and expertise to treat patients using the products and Service provided hereunder, (c) will use the products and Service provided hereunder in accordance with all applicable medical and dental standards and in compliance with the corresponding product specifications, (d) have/will properly explain(ed) the products purchased hereunder to your patients before beginning treatment, (e) have/will obtain(ed) an executed Patient Informed Consent Form from each patient you treat using the products and Service provided hereunder, (f) will provide a copy of the executed Patient Informed Consent Form to uLab upon request, and (g) are the sole owner of, and has the right to provide all information you provide to uLab in connection with this EULA and no such information will infringe any patent, trade secret, copyright, trademark or any other proprietary right of any person or company.

2. The Service

a. Description. uLab provides an automated treatment planning software technology for conducting case diagnostic, virtual dental treatment planning and facilitating fabrication of dental aligner products. All features of the Service are available only to Users, except as may be permitted by uLab in its sole discretion. Any end user who installs and uses uLab software from uLab is a “User”. All Users must be associated with a registered uLab Account in good standing and may only use the Service to the benefit of their affiliated Account.

b. Printers. The Service may only be used to fabricate dental aligner products (i) by uLab pursuant to this EULA, or (ii) utilizing a 3D printer located at your facility, validated for use with our software, and which is owned or leased by you and operated by your personnel. Engaging a third party to fabricate products derived from your use of the Service is not permitted and will constitute a breach of this EULA.

c. Consideration.

i. Service. You acknowledge and agree that this EULA is entered into in consideration of your use of the Service pursuant to this EULA and for other good and valuable consideration, the receipt and sufficiency of which you acknowledge.

ii. No Rights to Compensation. In return for enjoying the Service, you further acknowledge and agree that uLab may generate revenues (including from advertising and sponsorships), increase goodwill or otherwise increase the value of uLab from your use of the Service, and you will have no right to share in any such revenue, goodwill or value whatsoever.

d. Changes to the Service. uLab may at its sole discretion and from time-to-time change, add or remove features, functionality and content of or available through the Service without any notice to you. uLab may also terminate or discontinue support for any versions of the Software. uLab also reserves the right to discontinue some or all of the features of the Service at any time at its sole discretion (including the provision of software updates and support for different devices or platforms). You acknowledge and agree that uLab will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, any Software, or any specific functionality of the Service or the removal of any features, functionality or content. If you are dissatisfied with any changes to the Service, then your sole option is to discontinue or terminate your use of the Service as described herein. No refunds will be provided for the termination or discontinuance of support for any paid Software. If notified by uLab, you agree to update any software within ninety (90) days to the latest release. You acknowledge that uLab has no obligation to support software releases more than two years old.

e. Service Security. You may not violate, or attempt to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you, as well as the termination of your privilege to use the Service. uLab reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, to refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations. This cooperation may include the disclosure of all or your activities on or related to the Service. You agree to promptly notify uLab if you learn or reasonably suspect that any security breach related to the Service has occurred.

3. Registration

a. Log-In Credentials. In order to enjoy the full functionality and benefits of the Service you must register an account with us (an “Account”).

b. Account Security. You are responsible for the security of your Account and are fully responsible for all activities that occur through the use of your Account credentials. You agree to notify uLab immediately at support@ulabsystems.com if you suspect or know of any unauthorized use of your Account credentials or any other breach of security with respect to your Account. uLab will not be liable for any loss or damage arising from unauthorized use of your Account credentials prior to you notifying uLab of such unauthorized use or loss of your Account credentials. You are further prohibited from sharing your Account credentials with any unaffiliated third party.

c. Accuracy of Information. When creating an Account, you will provide true, accurate, current and complete information as uLab requests. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove or reassign certain usernames and weblinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this EULA, cause damage to or impair the Service, infringe or violate any third party rights, damage or bring into disrepute the reputation of uLab, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then uLab may terminate your Account immediately without notice to you and without any liability to you or any third party.

4. Purchasing Aligners

a. Applicability of this Section. This Section governs any current and future purchases by you of physical products from uLab through the Service. uLab’s offer to sell any products to you is expressly subject to this Section. Any of the following constitutes your unqualified acceptance of the provisions set forth in this Section: (i) submitting one or more orders for the products (a “purchase order”), (ii) acceptance of any product under the purchase order, or (iii) payment for any of the products under the purchase order. Additional or different terms or conditions proposed by Customer (including any additional or different terms provided in a purchase order) shall be void and of no effect unless specifically accepted in writing by uLab.

b. Orders. You shall submit purchase orders to uLab and shall incur the corresponding payment obligation upon uLab's delivery of the products referenced therein. Delivery terms shall be FOB Origin. Any shipping charges incurred will be included in the invoice. Choice of shipper and/or courier is at the discretion of uLab.

c. Invoicing and Payment. At the end of each month, uLab shall provide a billing statement and related invoices for all completed orders and cancellation fees for such month. If you have a credit card on file with uLab, you hereby authorize uLab to charge your credit card within 3 business days of your receipt of the statement. If you have an account with uLab, you agree to pay uLab the balance due for all invoices within thirty (30) days of your receipt of such invoice. You agree to pay interest on all past-due sums at the highest rate allowed by law. uLab reserves the right to withhold shipment with respect to any purchase orders if past due invoices are outstanding.

d. Taxes. You are responsible for all taxes associated with the products purchased pursuant to the purchase order, however designated, with the exception of (i) uLab’s franchise and income taxes and (ii) state sales taxes applicable to the ship-to location on the purchase order for which you have obtained a valid sales tax exemption certificate, and which certificate has been provided to uLab prior to uLab's acceptance of the applicable purchase order.

e. Aligner Warranty. uLab warrants with respect to an aligner purchased by you from uLab pursuant to this Section that, at the time such aligner is delivered to you, that such aligner will conform to the corresponding specifications for such aligner. For the avoidance of doubt, any loss of or damage to product(s) in shipment or delivery is not covered by this warranty. Suitability of the aligner for any medical procedure shall be determined by the user alone (in light of relevant instructions for use) and not by uLab, and such user shall be responsible for understanding how to use the product for its intended purpose. In the event that you believe that any uLab aligner is defective, you will promptly notify uLab. With respect to any aligner delivered from uLab to you proving to be defective, uLab will, as your sole and exclusive remedy, (a) replace such aligner at no charge or (b) refund the amount paid for such aligner, at uLab's discretion, so long as (x) the defect is discovered and reported to uLab within ten (10) days of such delivery to you, and (y) uLab determines that the product is defective and is covered by the warranty. The foregoing limited warranty and limited obligation of replacement is void and of no effect in the event that there is any modification made to the aligner, or if it is used for any purpose other than its intended purpose.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOWLEDGE AND UNDERSTAND THAT NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AS TO THEIR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER, EVEN WHEN APPLIED OR PRODUCTS ARE UTILIZED IN ACCORDANCE WITH THEIR INSTRUCTIONS, ARE MADE OR GIVEN BY ULAB AND ULAB EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES.

f. Returns. Except as defined in Section 4(e), all sales are final, and no returns will be accepted for refund, credit or exchange. For any authorized return as defined in Section 4(d), a uLab RMA Number must be requested for any product(s) authorized for return. You are responsible for costs of returning products to uLab. uLab reserves the right to reject any RMA that does not meet the above criteria as defined in Section 4(d).

g. Product Changes; Product Failures; Product Recalls. You acknowledge and understand that uLab has reserved the right to change the design of any of the products, to modify them or to discontinue the manufacture thereof at any time. It is your responsibility to contact uLab regarding any product failure. If uLab informs you of a recall or market withdrawal, you shall promptly cooperate with uLab in such recall or market withdrawal.

h. Optional Digital Treatment Planning Service “uAssist™”. By submitting cases to uLab for treatment planning services, User agrees and acknowledges that uLab is providing access to uAssist as an additional service but Customer is ultimately responsible for all treatment plans developed using uAssist. User agrees that uAssist and all treatment plans derived from the use thereof are provided on an “As Is” basis without any warranties of any kind. Accordingly, uLab disclaims all warranties, including, but not limited to, the warranties of title, merchantability, non-infringement of third parties’ rights and fitness for particular purpose. User agrees to indemnify and hold uLab, and its officers, directors, employees, agents, successors, and assigns harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected to the use of uAssist or any treatment plan derived from the use thereof.

5. Intellectual Property Rights

a. Service. Subject to your complete and ongoing compliance with this EULA, uLab hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free right and license to access and use the Service solely for your personal, non-commercial use as intended through the provided functionality of the Service and solely in strict compliance with the provisions of this EULA. You may not alter, modify, create derivative works of, sell, license or in any way exploit any part of the Service except as expressly set forth in the preceding sentence. Without limiting the foregoing, you are prohibited from (i) using the Services in connection with the provision of goods or services (x) to a third party who is not a direct orthodontic patient of yours, or (y) which are unrelated to your primary orthodontic practice, or (ii) engaging any third party to fabricate any Qualified Products (as defined in the Account Agreement or as defined previously). “Qualified Products” are products required for the treatment plan derived from your use of the Service and which uLab then offers for purchase.

b. Products. The sale of the products hereunder to you does not and will not be deemed to confer upon you any right, interest or license in any patents, patent applications, copyrights, trade secrets or other proprietary rights that uLab may have covering such products, other than the right to use such products in accordance with this EULA. uLab retains ownership of all proprietary rights in and to the products and related documentation and all designs, engineering details, and other data and materials pertaining to any products and to all discoveries, inventions, patents and other proprietary rights arising out of the work done by uLab in connection with the products or with any and all products developed by uLab as a result thereof, including the sole right to manufacture any and all such products. You shall not divulge, disclose, or in any way distribute or make use of such information supplied to you by uLab.

c. uLab Content. The content that uLab itself provides to Users on or through the Service, including without limitation, any text, graphics, software and interactive features, may be protected by copyright or other intellectual property rights and is owned by uLab or its third-party licensors (collectively, the “uLab Content”). You may not reproduce, modify, distribute, display, publish, transmit, communicate to the public, make available, broadcast, create derivative works from, publicly perform (including on a through-to-the audience basis) and otherwise use and exploit (collectively, “Use”) any uLab Content without uLab's prior authorization. uLab does not guarantee access to any particular uLab Content. uLab or its licensors may change, delete, or prohibit access to uLab Content, or schedules of any of the foregoing, at any time with or without notice. uLab Content may be transmitted with a variety of copy protection mechanisms. These copy protection mechanisms may be designed to protect the copyright interests of uLab or its licensors or third-party transmitting entities, as applicable. These copy protection mechanisms may limit or prevent the ability of the Service to play uLab Content. You agree that uLab will have no liability to you or any third party with regard to your ability to access, listen to, or otherwise use, any uLab Content due to a copy protection mechanism. You may not remove or attempt to circumvent any copyright protection mechanisms in any uLab Content without express authorization of the owner of such content or their authorized agent, or as otherwise permitted by law, and any attempts to do so may subject you to liability. You, the account holder, are responsible for attachments uploaded into the uLab library. Do not upload attachments designed by, or licensed from, another company.

d. Marks. uLab trademarks, service marks and logos (the “uLab Trademarks”) used and displayed on the Service are uLab’s registered and unregistered trademarks or service marks. Other product and service names located on the Service may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with uLab Trademarks, the “Trademarks”). Upon delivery of the products purchased hereunder, you shall become an authorized provider of uLab products and authorized in connection therewith to use the uLab trademarks solely in your promotion and delivery of services utilizing uLab products, and in accordance with any guidelines provided by uLab. You shall not attempt to obtain registration of any uLab trademark, and shall not debrand, rebrand or private label any uLab product without the consent of uLab. Except as otherwise permitted by law, you may not use the Trademarks to disparage uLab or the applicable third-party, uLab’s or a third-party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service without uLab’s prior express written consent. All goodwill generated from the use of any uLab Trademark will inure solely to uLab's benefit.

e. Restrictions. The Service, uLab Content, and Trademarks, including all intellectual property rights therein, are the sole and exclusive property of uLab and its licensors. uLab hereby reserves all rights not expressly granted to you in this Section 4. Accordingly, nothing in this EULA or on the Service will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Service or any uLab Content or Trademarks located or displayed therein.

6. Special Notice for International Use

Export Controls. Software available in connection with the Service and the transmission of applicable data, if any, is subject to applicable export controls. No software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. You download and use the software at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content. uLab makes no representation that the Service is appropriate or available for use in any particular location.

7. Feedback

While we are continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to your interests, feedback, comments and suggestions. If you choose to contribute by sending uLab or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, audiovisual, games or other types of content), promotions, strategies or product/feature names or any related documentation, artwork, computer code, diagrams or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to uLab, you agree that:

a. uLab has no obligation to review, consider or implement your Feedback, or to return to you all or part of any Feedback for any reason;

b. Feedback is provided on a non-confidential basis, and uLab is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and

c. You irrevocably grant uLab and its successors and assigns perpetual and unlimited permission to Use the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

8. Dispute Resolution

a. General. In the interest of resolving disputes between you and uLab in the most expedient and cost-effective manner, you and uLab agree that any dispute arising out of or in any way related to this EULA or your use of products purchased hereunder or the Service will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this EULA or your use of products purchased hereunder or the Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of this EULA. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS EULA, YOU AND ULAB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.

b. Exceptions. Notwithstanding Section 8.a above, nothing in this EULA will be deemed to waive, preclude or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

c. Arbitrator. Any arbitration between you and uLab will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this EULA, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting uLab. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement.

d. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”) or, if a postal address is not available, to the last known email address for such party. uLab’s address for Notice is: 7005 Appling Farms Pkwy, Suite 103, Memphis, TN 38133, Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or uLab may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or uLab must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by uLab prior to selection of an arbitrator, then uLab will pay you the highest of the following: (A) the amount awarded by the arbitrator, if any; (B) the last written settlement amount offered by uLab in settlement of the dispute prior to the arbitrator's award; or (C) $15,000. Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, the arbitrator can award injunctive relief as a remedy in any arbitration arising under this Section 8.

e. Fees. If you commence arbitration in accordance with this EULA, then uLab will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Kent County, Delaware, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse uLab for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

f. No Class Actions. YOU AND ULAB AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and uLab agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

g. Modifications to this Arbitration Provision. Except as otherwise provided in this EULA, if uLab makes any future change to this arbitration provision, other than a change to uLab’s address for Notice, then you may reject the change by sending us written notice within 30 days of the change to uLab’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and uLab.

h. Enforceability. If Section 8.f above is found to be unenforceable or if the entirety of this Section 8 is found to be unenforceable, then the entirety of this Section 8 will be null and void.

9. Limitation of Liability and Disclaimer of Warranties

THE FOLLOWING TERMS IN THIS SECTION 9 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:

a. ULAB, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “ULAB PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, COMPLETENESS APPROPRIATENESS, TIMELINESS OR RELIABILITY THEREOF. THE ULAB PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE SERVICE OR ANY OTHER INFORMATION CONVEYED TO ANY USER, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA FROM WHATEVER CAUSE. AS A USER, YOU AGREE THAT YOU USE THE SERVICE AND ANY CONTENT THEREON AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT YOU UPLOAD TO THE SERVICE.

b. THE ULAB PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE SERVICE AND ANY CONTENT THEREON ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN NO ULAB PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.

c. THE SERVICE AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ACCORDINGLY, THE ULAB PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND FITNESS FOR PARTICULAR PURPOSE.

d. IN NO EVENT WILL ANY ULAB PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE AND ANY CONTENT THEREON OR PURCHASE OF PRODUCTS HEREUNDER, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH ULAB PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ULAB'S LIABILITY, AND THE LIABILITY OF ANY OTHER ULAB PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF THE FEES YOU HAVE PAID US AND U.S. $100.

10. Third Party Disputes

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR PURCHASE OF PRODUCTS HEREUNDER OR USE OF THE SERVICE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE THE ULAB PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

11. Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold uLab, and its officers, directors, employees, agents, successors, and assigns harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected to (a) your access, use, or misuse of the products purchased hereunder, Service or uLab Content; or (b) your violation of this EULA. uLab will use reasonable efforts to notify you of any such claim, action or proceeding for which it seeks an indemnification from you upon becoming aware of it, but if uLab is unable to communicate with you in a timely manner because of an inactive e-mail address for you, then your indemnification obligation will continue notwithstanding uLab's inability to contact you in a timely manner. uLab reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter that is subject to indemnification under this Section at your sole expense. In such case, you agree to cooperate with any reasonable requests to assist uLab's defense of such matter.

12. Term and Termination of the EULA

a. Term. As between you and uLab, the Term of this EULA commences as of your first use of the Service and continues until the twelve (12) month anniversary of such commencement. This EULA shall automatically renew for successive twelve (12) month terms, unless you elect non-renewal in writing to uLab at least thirty (30) days prior to the end of the prior term.

b. Termination. You may terminate this EULA by sending written notification to uLab at support@ulabsystems.com, deleting the Software from your connected device and terminating all other uses of the Service. uLab reserves the right, in its sole discretion, to restrict, suspend or terminate this EULA and your access to all or any part of the Service at any time without prior notice or liability if you breach any provision of this EULA or violate the rights of any third party. uLab may further terminate this EULA immediately for any other reason with or without notice to you, using the email address associated with your Account credentials. uLab reserves the right to change, suspend or discontinue all or any part of the Service at any time without prior notice or liability.

c. After any termination of this EULA, you understand and acknowledge that (i) we will have no further obligation to provide the Service to you; and (ii) all licenses and other rights granted to you in this EULA will immediately cease. uLab is not liable to you or any third party for termination of the Service or termination of your use of the Service. Upon any termination or suspension, you may no longer access any information that you have transmitted to the Service or that is related to your Account. Furthermore, uLab will have no obligation to maintain any information stored in our database related to your Account or to forward any information to you or any third party. Sections 1.a, 1.c, 1.d, 1.e, 2.b, 2.c, 2.d, 2.e, 3.b, 5.b, 5.c, 5.d, 6, 8, 9, 10, 11, 12, 13.b, 13.c, 14, 15, and 17 and all defined terms used therein will survive the termination of this EULA indefinitely.

13. Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

14. Miscellaneous

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA. This EULA, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and uLab regarding your use of and access to the Service, and, except as expressly permitted in Section 1.a above, may be amended only by a written agreement signed by you and an authorized representative of uLab. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of this EULA or any provision of this EULA constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in this EULA is for convenience only and will not have any impact on the interpretation of particular provisions. In the event that any part of this EULA is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. You agree that no joint venture, partnership, employment, or agency relationship exists between you and uLab as a result of this EULA or use of the Service. The English language version of this EULA is the version that governs your use of the Service and in the event of any conflict between the English language version and a translated version, the English language version will control. You expressly agree that this EULA and all ancillary documents be drafted solely in English.

15. Contact Us

If you have any comments, complaints, suggestions about this EULA or the Service or otherwise would like to contact us, then you can contact uLab by email at support@ulabsystems.com, or by mail.

16. Open-Source Software

The Software contains certain open-source software. Each item of open-source software is subject to its own applicable license terms, which can be found at www.ulabsystems.com.