End User License Agreement

IMPORTANT NOTICE: THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL CONTRACT BETWEEN YOU (OR THE ENTITY YOU REPRESENT) AND AMBRYON AI INC. (“AMBRYON”) FOR LICENSED PROGRAM(S) (AS HEREINAFTER DEFINED). BY DOWNLOADING, INSTALLING OR USING THE LICENSED PROGRAM(S) OR BY ACCEPTING THIS EULA, YOU WILL HAVE IRREVOCABLY AGREED TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS EULA, DO NOT ACCEPT IT AND DO NOT DOWNLOAD, INSTALL OR USE THE LICENSED PROGRAM(S). THE LICENSED PROGRAM(S) PROVIDED PURSUANT TO THIS EULA ARE PROVIDED UNDER LICENSE AND ARE NOT BEING SOLD.

IF YOU ARE AN EMPLOYEE OR CONTRACTOR ACCEPTING THIS EULA ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT TO AMBRYON THAT (I) YOU ARE OF THE AGE OF MAJORITY IN YOUR JURISDICTION; (II) YOU HAVE ALL REQUISITE CAPACITY, RIGHT, POWER AND AUTHORITY TO ACCEPT THIS EULA ON BEHALF OF SUCH ENTITY; AND (III) SUCH ENTITY WILL BE IRREVOCABLY BOUND BY AND WILL COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS EULA.

THIS EULA MAY BE AMENDED OR UPDATED BY AMBRYON FROM TIME TO TIME AND MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THE AMBRYON WEBSITE OR YOUR LAST USE OF THE LICENSED PROGRAM(S). IT IS YOUR RESPONSIBILITY TO REVIEW THIS EULA FOR ANY CHANGES. YOUR USE OF THE LICENSED PROGRAM(S) AFTER ANY AMENDMENTS OR UPDATES OF THIS EULA SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THE REVISED EULA. ANY NEW FEATURES THAT MAY BE ADDED TO THE LICENSED PROGRAM(S) FROM TIME TO TIME WILL BE SUBJECT TO THIS EULA, UNLESS STATED OTHERWISE. YOU SHOULD VISIT THIS WEBPAGE PERIODICALLY TO REVIEW THIS EULA.

1. Definitions.

For the purposes of this EULA, in addition to the capitalized terms defined elsewhere in this EULA, the following terms shall have the meanings ascribed to them as follows:

“Affiliate” of Ambryon means any corporation or other legal entity that Ambryon directly or indirectly controls, is controlled by, or is under common control with. In this context, Ambryon “controls” a corporation or other entity if it or any combination of it and/or its Affiliates owns fifty percent (50%) or more of the voting rights for the board of directors or other mechanism of control for such corporation or other entity;

“Ambryon App” means the iOS and/or Android mobile Ambryon applications developed by Ambryon, if applicable;

“Licensed Program(s)” mean (i) Ambryon’s software, as further described at https://www.ambryon.ai/ (offered on-premise); (ii) an Ambryon App; and (iii) any accompanying documentation;

“Your Data” means all data uploaded or transmitted to Ambryon by You or on Your behalf;

2. License Terms.

2.1 License Grant. Subject to the terms of this EULA, Ambryon grants to You a license as follows:

a. Licensed Programs. For Licensed Program(s) provided (including the Ambryon App(s), Ambryon grants You a term-limited, non-exclusive, non-transferable license to use such Licensed Program(s) for Your internal use and You may not distribute such Licensed Program(s) to any third party.

b. Backup/Archival Copies. You may store or install a copy of the Licensed Program(s) on a storage device, such as a network server, used only to install or run the Licensed Program(s) on Your other devices, computers over an internal network, provided that You must acquire and dedicate a license for each separate computer on which the Licensed Program(s) are installed or run from a storage device. All other rights are specifically reserved to Ambryon and its licensors and no implied license are granted pursuant to this EULA.

2.2 New Releases. This EULA does not automatically grant You the right to any updates or enhancements of any Licensed Program(s) or the right to receive any technical support in respect to the Licensed Program(s). Such updates, enhancements and other technical support services, if available, may be purchased separately from Ambryon. Ambryon reserves the right at any time to not release or to discontinue the release of any Licensed Program(s) and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Licensed Program(s). If Ambryon releases any updates, upgrades or new versions of any Licensed Program(s) or supplemental code or supporting materials for any Licensed Program(s) (“Additional Licensed Program Releases”), then You shall be entitled to use such Additional Licensed Program Releases if You have a separate maintenance and support agreement with Ambryon that permits You to receive such Additional Licensed Program Releases. All Additional Licensed Program Releases that You are entitled to receive pursuant to any separate maintenance and support agreement in respect to the Licensed Program(s) shall be considered part of the Licensed Program(s) and subject to the terms and conditions of this EULA along with any additional terms and conditions that accompany the Additional Licensed Program Releases. Notwithstanding the foregoing, Ambryon may, at its sole discretion, release security patches for the Licensed Program(s). It is your responsibility to check to see if new security patches are available for download.

2.3 Restrictions. YOU MAY NOT (i) use the Licensed Program(s) or make copies of the Licensed Program(s) except as permitted in this EULA; (ii) translate, reverse engineer, decompile, or disassemble the Licensed Program(s) except to the extent applicable law expressly prohibits the foregoing restriction, and, if You are authorized by law to engage in any of the foregoing, You may only do so to the extent required to achieve interoperability with other software and You agree to provide Ambryon with written notice of this activity; (iii) rent, lease, assign, or transfer the Licensed Program(s) or make the Licensed Program(s) available as a service bureau or any other service offering; (iv) modify any Licensed Program(s), create derivative works of any Licensed Program(s) or merge all or any part of any Licensed Program(s) with other software; (v) separate the component parts of any Licensed Program(s) for use on more than one computer; (vi) use the Licensed Program(s), or any output thereof, to develop, train or improve any machine learning or artificial intelligence model, or to develop any product or service that competes with the Licensed Program(s); or (vii) publish or disclose to any third party any benchmark or performance test results in respect to the Licensed Program(s) without Ambryon's prior written consent.

2.4 Security. You are responsible for safeguarding the password You use to access the Licensed Program(s) and/or any related services and You are responsible for any activities or actions under Your password. You agree to keep Your password secure. Ambryon will not be liable for any loss or damage arising from Your failure to comply with the requirements in this Section.

3. App Providers.

If You obtain the Licensed Program(s) through the Apple AppStore, GooglePlay or another approved site operated by a third party (an “App Provider”), You acknowledge that the App Provider has no obligation to furnish any maintenance or support services with respect to the Licensed Program(s). In the event of any failure of the Licensed Program(s) to conform to any applicable warranty, You may notify the App Provider, and the App Provider will refund the purchase price for the Licensed Program(s) to You (if applicable) and to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Licensed Program(s). Subject to Sections 6.1, 6.2 and 6.3, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Ambryon and any complaints or claims You may have in relation to the Licensed Program(s) must be directed to Ambryon (see Section 10 below).

The App Provider is not responsible for addressing any claims You have or any claims of any third party relating to the Licensed Program(s) or Your possession and use of the Licensed Program(s), including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Program(s) fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third-party claim that the Licensed Program(s) or Your possession and use of that Licensed Program(s) infringe that third party’s intellectual property rights, as between the App Provider and Ambryon, Ambryon will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this EULA. You should promptly inform Ambryon of any claim in respect to the Licensed Program(s) that comes to Your attention.

The App Provider, and its subsidiaries, are third-party beneficiaries of this EULA, and upon Your acceptance of this EULA, the App Provider will have the right (and will be deemed to have accepted the right) to enforce this EULA as related to Your exploitation of the Licensed Program(s) against You as a third-party beneficiary of this EULA.

4. Fees.

In consideration of the grant of the rights granted in this EULA, You agree to pay the applicable Licensed Program(s) license fees, if applicable. All fees are non-refundable and are exclusive of all taxes, duties, levies and similar charges, all of which are Your responsibility (other than taxes on Ambryon's net income). If You are required by law to withhold any amount from a payment to Ambryon, You shall increase the payment so that Ambryon receives the full amount otherwise due.

5. Term and Termination.

5.1 Term. This EULA shall remain in effect for as long as You comply with its terms and conditions. Ambryon may, under certain circumstances and without prior notice, immediately terminate this EULA and Your right to access and/or use the Licensed Program(s) and related services or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of this EULA, (b) requests by law enforcement or other government agencies, (c) a request by You, (d) discontinuance or material modification to the services (or any part thereof that are related to the Licensed Program(s)), and/or (e) unexpected technical, security or legal issues or problems. Termination of this EULA terminates Your license for the Licensed Program(s) and Your right to access and use any related services and may also include removal of some or all of the materials uploaded by You through the Licensed Program(s) to such related services. You acknowledge and agree that all terminations may be made by Ambryon in Ambryon’s sole discretion and that Ambryon shall not be liable to You or any third-party for any termination of Your license for the Licensed Program(s), Your access to any related services or for the removal of any data, information or materials uploaded by You using the Licensed Program(s) or to any related services. Any termination of this EULA by Ambryon shall be in addition to any and all other rights and remedies that Ambryon may have. Notwithstanding the foregoing, Ambryon may also terminate this EULA for convenience on 30 days notice to You.

5.2 Effects of Termination. Your obligations of payment (if any) and Your representations, the limitations of liabilities and warranties, ownership and general clauses will survive any termination of this EULA and will remain in full force and effect even after termination. The following Sections shall survive any expiration or termination of this EULA: 1, 2.1(b) (reservation of rights), 3, 4, 5, 6, 7, 8, 9 and 10.

6. No Warranty; Limitations of Liability; Indemnification.

6.1 THE LICENSED PROGRAM(S) ARE PROVIDED TO YOU “AS IS”. AMBRYON MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR TITLE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. AMBRYON DOES NOT WARRANT THAT THE OPERATION OF THE LICENSED PROGRAM(S) WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE LICENSED PROGRAM(S) AND YOU ARE SOLELY RESPONSIBLE FOR THE ADEQUATE PROTECTION AND BACKUP OF THE DATA AND EQUIPMENT USED IN CONNECTION WITH THE LICENSED PROGRAM(S).

6.2 NEITHER AMBRYON NOR ITS AFFILIATES, LICENSORS, DEALERS OR SUPPLIERS, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF GOODWILL OR REPUTATION, BUSINESS INTERRUPTION, COST OF SUBSTITUTE PRODUCTS OR SERVICES, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF AMBRYON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. AMBRYON IS ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY.

6.3 AMBRYON’S MAXIMUM AGGREGATE LIABILITY TO YOU, AND THAT OF AMBRYON’S LICENSORS, DEALERS AND SUPPLIERS SHALL NOT EXCEED THE PRICE PAID FOR THE LICENSED PROGRAM(S) GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

6.4 Indemnification. You shall defend Ambryon including its Affiliates and its and their officers, employees and subcontractors (collectively, the “Ambryon Indemnitees”) against any action, suit or proceeding arising in connection with (i) Your negligence or willful misconduct; (ii) Your Data; and (iii) any breach of applicable law or the terms of this EULA; (collectively, referred to as “Claims”) and You shall indemnify and hold the Ambryon Indemnitees harmless from and against any settlement amounts agreed by You in writing in respect to any Claim and/or any losses, damages, expenses, or costs (including but not limited to reasonable attorneys’ fees) awarded to such third party against any of the Ambryon Indemnitees by a court of competent jurisdiction in any such Claim. As conditions for such defense and indemnification by You, (i) Ambryon shall notify You promptly in writing upon becoming aware of all pending Claims; (ii) the Ambryon Indemnitees shall give You control of the defense of such Claims, provided that You shall not settle any Claim, or make any admission or agree to any relief or obligation binding on any Ambryon Indemnitee, without Ambryon's prior written consent, and the Ambryon Indemnitees may participate in the defense at their own expense with counsel of their own choosing; (iii) the Ambryon Indemnitees shall cooperate fully with You in the defense or settlement of such Claims; and (iv) the Ambryon Indemnitees shall not settle any Claims without Your written consent, or compromise the defense of any such Claims or make any admissions in respect to any Claims.

7. Ownership, Title and Feedback.

The Licensed Program(s), including all copies, and all copyrights and all other intellectual property and/or proprietary rights, title and interest subsisting in or related to the Licensed Program(s), shall at all times remain the property of Ambryon or its licensors, as the case may be. You must reproduce any copyright or other intellectual property and/or proprietary rights notices on the Licensed Program(s) in their entirety in all copies of the Licensed Program(s). Ambryon and its licensors reserve all rights not expressly granted to You. If You provide Ambryon with any suggestions, comments or other feedback relating to any aspect of the Licensed Program(s), Ambryon products or services (“Feedback”), You grant Ambryon a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to fully exploit such Feedback, including, within the Licensed Program(s), Ambryon products or services and/or any other products or services.

8. Export Restrictions.

The Licensed Program(s) and related information are subject to export and import restrictions. By downloading, installing, or using the Licensed Program(s), You are representing and warranting that You are not located in, under the control of, nor are a national or resident of, any country to which the export of the Licensed Program(s) and/or related information would be prohibited by the laws and/or regulations of Canada and/or the United States. You are also representing and warranting that You are not an individual to whom the export of the Licensed Program(s) or related information would be prohibited by the laws and/or regulations of Canada or the United States. You shall comply with the export laws and regulations of Canada and the United States that are applicable to the Licensed Program(s) and related information and You shall comply with any local laws and/or regulations in Your jurisdiction that may impact Your right to export, import, or use the Licensed Program(s) or related information, and You represent and warrant that You have complied with any such applicable laws and/or regulations. The Licensed Program(s) and related information shall not be used for any purposes prohibited by export laws and/or regulations, including, without limitation, nuclear, chemical, or biological weapons proliferation. You shall be responsible for procuring all required permissions for any subsequent export, import, or use of the Licensed Program(s) or related information.

9. General.

This EULA is the entire agreement between Ambryon and You concerning the subject matter hereof and supersedes all other EULAs, discussions and negotiations, whether oral or written. Except for amendments or updates made by Ambryon in accordance with the notice at the beginning of this EULA, this EULA cannot be modified or amended except by a written agreement signed by an authorized officer of Ambryon. This EULA shall be governed by the laws of the Province of Ontario, Canada and the laws of Canada applicable therein, excluding conflicts of law and choice of law principles and the United Nations Convention on Contracts for the International Sale of Goods, and any legislation implementing such Convention. You consent and attorn to the exclusive jurisdiction of the Ottawa, Ontario courts and waive trial by jury, except to the extent a waiver of a jury trial is not permitted by applicable law. If any provision of this EULA is found to be illegal, invalid or unenforceable, such provision shall be deemed severed and the remainder of this EULA shall continue in full force and effect. You agree to comply with all applicable laws as they relate to this EULA and Your use of the Licensed Program(s). You may not assign or transfer this EULA, in whole or in part, whether by operation of law or otherwise, without Ambryon's prior written consent, and any purported assignment without such consent is void. Ambryon may assign this EULA without restriction, including in connection with a merger, reorganization or a sale of all or substantially all of its assets.

10. Contact.

If You have any questions about this EULA please contact Ambryon at: privacy@ambryon.ai.

Last Updated: September 8, 2026