BLUDOVE PRODUCT EVALUATION AGREEMENT

WHEREAS, Practice provides services and treatments to patients in the communities they serve, and Practice has identified a need to obtain and trial/evaluate certain products to allow the Practice to provide high-quality and efficient patient care services and treatments; and

WHEREAS, BluDove possesses a certain mixed reality product that it is willing to provide to Practice, for the limited purpose of evaluation and trial use by the Practice, on the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual benefits and covenants set forth herein, the parties hereto, intending to be legally bound hereby, agree as follows.

1.EVALUATION

1.1 Products. BluDove shall provide the BluDove mixed reality product including headset and necessary peripherals (the “Product”), to Practice for use by the Practice, for evaluation and trial use purposes only, during the Evaluation Period (as defined in Section 1.2 below). The trial of the Product(s) hereunder is further subject to the following:

(a) Practice will retain original packaging (plastic bag/box) to use in the event the Product needs to be returned.

(b) Practice may use the Product during the Evaluation Period with any patients selected by the Practice. Practice will use their professional judgment regarding the clinical appropriateness of the Product for each individual patient.

(c) Practice agrees to take care of the Product and prevent abuse of the product during the Evaluation Period and ensure that it is kept in a safe and secure location at all times.

(d) During the Evaluation Period, BluDove grants to Practice the right to use the Product, on a trial/evaluation basis, on the terms and conditions hereinafter set forth. Title to the Product shall be and remain in BluDove at all times. Practice shall use the Product hereunder in a careful and proper manner, and in accordance with all applicable specifications, which BluDove shall provide to Practice with the Product. Practice shall not undertake any repairs or modifications to the Product; any repairs needed shall be the sole responsibility of BluDove. Practice shall promptly notify BluDove of any defective or malfunctioning Product.

1.2 Evaluation Period. means the thirty (30) day period that BluDove authorizes Practice to operate and use the Product for evaluation purposes. Under no circumstances will the Trial Period exceed thirty (30) days without BluDove's prior written consent. The trial period shall commence upon the delivery of the Product to the Practice.

1.3 Expiration of Evaluation Period. At the expiration of the Evaluation Period, Practice agrees to return the Product to BluDove as follows:

(a) BluDove shall provide Practice with a pre-paid shipping label for the return of the Product.

(b) Practice should use original packaging material (plastic bag/box) to properly package the product(s). If the Product was dropped off, or the original packaging is unavailable, Practice shall obtain appropriate shipping and packing materials. Practice will deliver the product(s) to an authorized shipping center.

In the event that the Practice does not return the Product in a reasonable period, BluDove will invoice the Practice for the full replacement cost of the product and reserves the right to disable use of the Product, and Practice agrees to pay BluDove the full replacement cost within fifteen (15) days.

2. LICENSE

2.1 Limited Rights. Subject to your compliance with the terms and conditions of this Agreement, BluDove grants you a non-exclusive, revocable, royalty-free and non-transferable license during the Evaluation Period to use and operate the Product solely for evaluation purposes.

2.2 Conditions. The Product is the proprietary product and information of BluDove or its licensors who retain exclusive title to their intellectual property rights in the Product. Your rights to the Product are limited to those expressly granted above and BluDove and/or its licensors reserve all rights not expressly granted in this Agreement. The rights granted to you above are conditional upon your compliance with the following obligations:

(a) You will not copy the Product or documentation, in whole or in part, except as expressly authorized in this Agreement.

(b) You will not sell, resell, distribute, transfer, assign, lease, lend, sub-license or rent the Product or documentation, or make the functionality of the Product available to other party through any means.

(d) You will not disassemble, decompile, reverse engineer, modify or create derivative works of the Product or documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law.

(e) You will not allow the Product to be accessed or used by anyone other than your employees and patients, and will not display the Product to, anyone other than the employees and patients, without BluDove's prior express written consent.

(f) You will not disclose to any third party any comparison of the results of operation of the Product with other products.

(g) You will not in any manner alter the copyright, trademark or other proprietary rights notices appearing on the Product as delivered by BluDove.

(h) You will not run or operate the Product or try to access the results upon termination of this Agreement.

2.3 Feedback and Analytics. Practice shall at the conclusion of the Evaluation Period speak with BluDove to, provide suggestions, data, feedback and other information to BluDove, its subcontractors or authorized distributors regarding possible improvements in the operation, functionality or use of BluDove’s Product. You hereby grant to BluDove and its subcontractors and authorized distributors, without charge, the right to use, distribute, copy, modify and create derivative works of any such suggestions, data, feedback and information solely for the purpose of improving the operation, functionality or use of its existing Product and future product offerings and commercializing such offerings.

3. CONFIDENTIALITY

3.1 Confidential Information. "Confidential Information" means: regardless of whether such information is marked or otherwise identified in writing as confidential, (a) each party's software products, in byte code or source code form; (b) any authorization keys and passwords delivered in order to operate such products; (c) documentation, product road maps and development plans, and product pricing information; and (d) any business, technical or training information of a party.

3.2 Exclusions. The obligations in Section 3.3 will not apply to the extent any information: (a) is or becomes generally known or available to the public through no fault of or breach of this Agreement by the receiving party ("Receiving Party"); (b) was rightfully in the Receiving Party’s possession at the time of disclosure, without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the disclosing party's (“Disclosing Party”) Confidential Information and without breach of this Agreement; or (d) is rightfully received by the Receiving Party from a third party without restriction on use or disclosure. The existence of this Agreement and the nature of the business relationship between the parties are not considered Confidential Information.

3.3 Use and Disclosure Restrictions. Receiving Party will: (a) not use the Disclosing Party's Confidential Information except as necessary to exercise the rights granted under this Agreement or to evaluate opportunities to license additional Product from BluDove pursuant to the Agreement; (b) not disclose such Confidential Information to any third party other than to its employees or authorized users. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this Agreement: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (b) on a confidential basis to its legal or financial advisors that need to know in order to provide business advice to such party; (c) as required under applicable securities regulations; or (d) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.

4. LIMITATION OF LIABILITY. IN NO EVENT WILL BLUDOVE BE LIABLE TO YOU, YOUR EMPLOYER, LICENSEE OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BLUDOVE’S LIABILITY UNDER THIS AGREEMENT EXCEED $1,000. You may have other rights under applicable mandatory local laws. This Agreement does not change your rights under applicable mandatory local laws if such laws do not permit it to do so.

5. TERMINATION.

5.1 Term and Termination. The term of this Agreement shall remain in force during the Evaluation Period. Either party may terminate this Agreement for any reason by providing written notice to the other party.

5.2 Survival. Sections 1, 2.2, 3, 4, 5, and 6 will survive the termination of this Agreement.

6. MISCELLANEOUS.

6.1 Multiple Counterpart Signatures. The Agreement may be executed in two or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument. Copies of signatures sent by facsimile transmission shall be deemed to be originals for purposes of execution and proof of this Agreement.

6.2 Publicity. Practice shall not use BluDove’s name, trademarks, service marks, logos, any description that would reveal their identity or other forms of identification, whether registered or not, in any way, including any advertisements, press releases, announcements, customer lists (including customer lists on any website), materials of a public or promotional nature or in soliciting other clients or making any direct or indirect public reference to this Agreement or any other contract between the parties, without first obtaining BluDove’s written permission, which may be withheld or conditioned (including as to content and timing) in BluDove’s sole discretion. In the event that any such consent should be granted for a particular communication, BluDove’s shall not be under any further obligation to provide consent in any future request. Practice agrees that it shall not negatively reference or disparage BluDove.

6.3 Governing Law. Any dispute arising out of, related to or in connection with this Agreement shall be governed by, and this Agreement shall be construed under, the laws of the State of New York, without giving effect to any choice of law or conflict of laws principles that would result in the application of the laws of any other state.

6.4 Waiver. The failure of a party to enforce any right or provision of this Agreement shall not be construed as a waiver of such right or provision or a waiter by such party to thereafter enforce such rights or provisions or any other rights or provisions under the Agreement.

6.5 Severability. If any term, condition or provision of this Agreement is held to be unenforceable for any reason, it shall be interpreted to achieve the intent of the parties to this Agreement to the extent possible rather than voided. In any event, all other terms, conditions and provisions of this Agreement shall be deemed valid and enforceable to their full extent.

6.6 Cumulative Remedy. All rights and remedies of each party to this Agreement will be cumulative, and the exercise of one or more rights or remedies will not preclude the exercise of any other right or remedy available under this Agreement or applicable law.

6.7 Force Majeure. Any delays in or failure of performance of either party shall not constitute a default under this Agreement or give rise to any claim for damages to the extent such delays or failure of performance are caused by circumstances beyond the reasonable control of such party, including, but not limited to, acts of God, fire, flood, explosion, war, terrorism, strikes or work stoppages, inability to obtain equipment or transportation, or loss of any necessary utility. The time for performance so delayed will be deemed extended for the period of such delay.

6.8 Independent Contractor Status. Each party shall be considered to be an independent contractor hereunder. The relationship between the parties hereto shall not be construed to be that of employer and employee, or to constitute a partnership, joint venture or agency of any kind. Neither party shall have the right to bind the other party to any contract or other commitment.

6.9 Assignment. No assignment of this Agreement or the rights and obligations hereunder shall be valid without the specific written consent of both parties hereto. Notwithstanding anything herein to the contrary, BluDove shall have the right to assign this Agreement to an entity that is controlled by, under common control with, or that controls it, or that is formed as the result of an internal restructuring of said party and/or its affiliates, by providing written notice thereof to Practice.

6.10 Third-party Beneficiaries. This Agreement shall not be construed as, or deemed to be, an agreement for the benefit of any third party or parties, and no third party or parties shall have any right of action hereunder for any cause whatsoever.

6.11 Entire Agreement. This Agreement, and any other documents, attachments, exhibits, etc. incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.