PLEASE READ THIS DOCUMENT CAREFULLY. YOU MUST AGREE TO THE TERMS OF THIS AGREEMENT BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE.
This is a legal agreement between you and Cohesion Medical Ltd and its subsidiaries ("Cohesion Medical"). This Agreement states the terms and conditions upon which Cohesion Medical offers to license the software together with all related documentation and accompanying items including, but not limited to, the executable programs, drivers, libraries and data files associated with such programs (collectively, the "Software").

1. WARRANTY DISCLAIMER, BINDING AGREEMENT AND ADDITIONAL TERMS AND AGREEMENTS.
1.1 WARRANTY DISCLAIMER
THE SOFTWARE AND OTHER INFORMATION IS DELIVERED TO YOU “AS IS” AND WITH ALL FAULTS. COHESION MEDICAL, ITS SUPPLIERS AND CERTIFICATION AUTHORITIES DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, CERTIFICATE AUTHORITY SERVICES OR OTHER THIRD PARTY OFFERINGS. EXCEPT TO THE EXTENT ANY WARRANTY, CONDITION, REPRESENTATION, OR TERM CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, COHESION MEDICAL AND ITS SUPPLIERS AND CERTIFICATION AUTHORITIES MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE PROVISIONS OF WAARANTY DISCLAIMER AND LIMITED LIABILITY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, HOWSOEVER CAUSED, BUT THIS SHALL NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE SOFTWARE AFTER TERMINATION OF THIS AGREEMENT.

1.2 BINDING AGREEMENT
By using, copying or distributing all or any portion of the Cohesion Medical Software, you accept all the terms and conditions of this agreement, including, in particular, the provisions on: Use; Transferability; Connectivity and Privacy including Updating, Local Storage, Settings Manager, Peer Assisted Networking Technology, Content Protection Technology, and Use of Cohesion Medical Online Services; Warranty Disclaimer and Liability Limitations.

Upon acceptance, this agreement is enforceable against you and any entity that obtained the Software and on whose behalf it is used. If you do not agree, do not Use the Software.

1.3 ADDITIONAL TERMS AND AGREEMENTS
Cohesion Medical permits you to Use the Software only in accordance with the terms of this agreement. Use of some third party materials included in the Software may be subject to other terms and conditions typically found in a separate license agreement, a “Read Me” file located near such materials or in the “Third Party Software Notices and/or Additional Terms and Conditions”. Such other terms and conditions will supersede all or portions of this agreement in the event of a conflict with the terms and conditions of this agreement.

2. Definitions.
“Cohesion Medical” means Cohesion Medical Ltd, Company registered in Scotland No. SC428416.

“Compatible Computer” means a Computer that conforms to the system requirements of the Software as specified in the Documentation.

“Computer” means a virtual machine or physical personal electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

“Personal Computer” or “PC” shall mean a hardware product which is designed and marketed with the primary purpose of operating a wide variety of productivity, entertainment, and other software applications provided by unrelated third party software vendors, which operates depending upon the use of a full function and full feature set computer operating system of the type(s) then in widespread use with hardware to operate general purpose laptop, desktop, server, and large format tablet microprocessor based computers. This definition of Personal Computer shall exclude hardware products that are designed and/or marketed to have as their primary purpose any number of the following: television, television receiver, portable media player, audio/video receiver, radio, audio headphone, audio speaker, personal digital assistant (“PDA”), telephone or similar telephony based device, game console, personal video recorder (“PVR”), player for digital versatile disc (“DVD”) or other optical media, video camera, still camera, camcorder, video editing and format conversion device, video image projection device, and shall further exclude any similar type of consumer, professional or industrial device.

“Software” means (a) all of the contents of the files (delivered electronically or on physical media), or disk(s) or other media with which this agreement is provided, which may include (i) Cohesion Medical or third party computer information or software; (ii) related explanatory written materials or files (“Documentation”); and (iii) fonts; and (b) upgrades, modified versions, updates, additions, and copies of the foregoing, provided to you by Cohesion Medical at any time (collectively, “Updates”).

“Use” means to access, install, download, copy, or otherwise benefit from using the functionality of the Software.

3. Software License.
If you obtained the Software from Cohesion Medical or one of its authorized licensees, and subject to your compliance with the terms of this agreement, including the restrictions in Section 4, Cohesion Medical grants to you a non-exclusive license to Use the Software in the manner and for the purposes described in the Documentation as follows:

3.1 General Use
You may install and Use one copy of the Software on your Compatible Computer.

3.2 Server Use
This agreement does not permit you to install or Use the Software on a computer file server.

3.3 Distribution
This license does not grant you the right to sublicense or distribute the Software.

3.4 Backup Copy
You may make one backup copy of the Software, provided your backup copy is not installed or used other than for archival purposes. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 5.

3.5 Compliance
You agree that upon request from Cohesion Medical or Cohesion Medical’s authorised representative, you will, within thirty (30) days, fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from Cohesion Medical.

4. Obligations and Restrictions.
4.1 Conversion Restrictions
You will not integrate or use Cohesion Medical software products with any other software, plug-in or enhancement that uses without Cohesion Medical prior permission.

4.2 Plug-in Restrictions
You will not integrate or use Cohesion Medical software with any plug-in software not developed in accordance with the Cohesion Medical prior permission.

4.3 Disabled Features
Cohesion Medical software may contain features or functionalities that are hidden or appear disabled or “grayed out” (the “Disabled Features”). Disabled Features will activate only when using enabling technology available only from Cohesion Medical. You will not access, or attempt to access, any Disabled Features other than through the use of such enabling technologies, nor will you rely on Cohesion Medical to create a feature substantially similar to any Disabled Feature or otherwise circumvent the technology that controls activation of any such feature.

4.4 Notices
You shall not alter or remove any copyright or other proprietary notice that appears on or in the Software.

4.5 No Modification or Reverse Engineering
You shall not modify, adapt, translate, or create derivative works based upon the Software. You shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software. If you are located in the European Union, please refer to the additional terms at the end of this agreement under the header “European Union Provisions,” in Section 16.

5. Transfer.
You may not rent, lease, sublicense, assign, or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user’s Computer except as may be expressly permitted by this agreement. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this agreement, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates, and prior versions, to such person or entity, (b) you retain no copies, including backups and copies stored on a Computer, and (c) the receiving party accepts the terms and conditions of this agreement and any other terms and conditions upon which you obtained a valid license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.

6. Intellectual Property Ownership, Reservation of Rights.
The Software and any authorized copies that you make are the intellectual property of Cohesion Medical and its suppliers. The structure, organization, and code of the Software are the valuable intellectually property (e.g. trade secrets and confidential information) of Cohesion Medical and its suppliers. The Software is protected by law, including without limitation the copyright laws of the United Kingdom and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Adobe and its suppliers.

7. Connectivity and Privacy. You acknowledge and agree to the following:
7.1 Use of Files
When you Use the Software to open a file that has been enabled to display ads, your Computer may connect to a website operated by Cohesion Medical, an advertiser, or other third party. Your Internet Protocol address (“IP Address”) is sent when this happens. The party hosting the site may use technology to send (or “serve”) advertising or other electronic content that appears in or near the opened file. The website operator may also use JavaScript, web beacons (also known as action tags or single-pixel gifs), and other technologies to increase and measure the effectiveness of advertisements and to personalize advertising content. Your communication with Cohesion Medical websites is governed by the Cohesion Medical Online Privacy Policy. Cohesion Medical may not have access to or control over features that a third party may use, and the information practices of third party websites are not covered by the Cohesion Medical Online Privacy Policy.

7.2 Updating
If your Computer is connected to the Internet, the Software may, without additional notice, check for Updates that are available for automatic download and installation to your Computer and let Adobe know the Software is successfully installed. Updates may be automatically downloaded but not installed without additional notice unless you change your preferences to accept automatic installation. Only non-personally identifying information is transmitted to Cohesion Medical when this happens, except to the extent that IP Addresses may be considered personally identifiable in some jurisdictions. The use of such information, including your IP Address, as provided by the auto update process is governed by the Cohesion Medical Online Privacy Policy.

7.3 Local Storage
Cohesion Medical software may allow third parties to store certain information on your Computer in a local data file known as a local shared object. The type and amount of information that the third party application requests to be stored in a local shared object can vary by application and such requests are solely controlled by the third party.

7.4 Settings Manager
Cohesion Medical software may cause certain user settings to be stored on your Computer as a local shared object. These settings are associated with the instance of software on your Computer, but do not contain personally identifiable information associated with you, and allow you to configure certain settings within the adminstration area of the software.

7.5 Peer Assisted Networking Technology
Cohesion Medical software provide the ability for applications built by third parties to connect to a Server or Service and permit direct communication between two clients or to connect a client as part of a peer or distributed network that allows a portion of your resources, such as network bandwidth, to be made directly available to other participants.

7.6 Content Protection Technology
If you Use Cohesion Medical software to access content that has been protected (“Content Protection”), in order to let you play the protected content, the Software may automatically request media usage rights and individualization rights from a rights server on the Internet, and may download and install required components of the Software, including any available Content Protection Updates.

7.7 Use of Cohesion Medical Online Services
If your Computer is connected to the Internet, the Software may, without additional notice and on an intermittent or regular basis, facilitate your access to content and services that are hosted on websites maintained by Cohesion Medical or its affiliates (“Cohesion Medical Online Services”). In some cases a Cohesion Medical Online Service might appear as a feature or extension within the Software even though it is hosted on a website. In some cases, access to a Cohesion Medical Online Service might require a separate subscription or other fee in order to access it, and/or your assent to additional terms of use. Cohesion Medical Online Services might not be available in all languages or to residents of all countries and Cohesion Medical may, at any time and for any reason, modify or discontinue the availability of any Cohesion Medical Online Service. Cohesion Medical also reserves the right to begin charging a fee for access to or use of a COhesion Medical Online Service that was previously offered at no charge. If your Computer is connected to the Internet, the Software may, without additional notice, update downloadable materials from these Cohesion Medical Online Services so as to provide immediate availability of these Cohesion Medical Online Services even when you are offline. When the Software connects to the Internet as a function of a Cohesion Medical Online Service, your IP Address, user name, and password may be sent to Cohesion Medical’s servers and stored by Cohesion Medical in accordance with the Additional Terms of Use or the “help” menu in the Software. This information may be used by Cohesion Medical to send you transactional messages to facilitate the Cohesion Medical Online Service. Cohesion Medical may display in-product marketing to provide information about the Software and other Cohesion Medical products and Services, including but not limited to Cohesion Medical Online Services, based on certain Software specific features including but not limited to, the version of the Software, including without limitation, platform version, version of the Software, and language. For further information about in-product marketing, please see the “help” menu in the Software. Whenever the Software makes an Internet connection and communicates with a COhesion Medical website, whether automatically or due to explicit user request, the Cohesion Medical Online Privacy Policy shall apply. Additionally, unless you are provided with separate terms of use at that time, the CohesionMedical.com Terms of Use shall apply. Please note that the Cohesion Medical Privacy Policy allows tracking of website visits and it addresses in detail the topic of tracking and use of cookies, web beacons, and similar devices.

8. Third Party Offerings. You acknowledge and agree to the following:
8.1 Third Party Offerings
The Software may allow you to access and interoperate with third party content, software applications, and data services, including rich Internet applications (“Third Party Offerings”). Your access to and use of any Third Party Offering, including any goods, services, or information, is governed by the terms and conditions respecting such offerings and copyright laws of the United States and other countries. Third Party Offerings are not owned or provided by Cohesion Medical. You agree that you will not use any of such Third Party Offerings in violation of copyright laws of the United Kingdom or other countries. Cohesion Medical or the third party may at any time, for any reason, modify or discontinue the availability of any Third Party Offerings. Cohesion Medical does not control, endorse, or accept responsibility for Third Party Offerings. Any dealings between you and any third party in connection with a Third Party Offerings, including such party’s privacy policies and use of your personal information, delivery of and payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. Third Party Offerings might not be available in all languages or to residents of all countries and Cohesion Medical or the third party may, at any time and for any reason, modify or discontinue the availability of any Third Party Offerings.

8.2 EXCEPT AS EXPRESSLY AGREED BY COHESION MEDICAL OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, YOUR USE OF COHESION MEDICAL AND THIRD PARTY OFFERINGS IS AT YOUR OWN RISK UNDER THE WARRANTY AND LIABILITY LIMITATIONS OF SECTIONS 1.1 AND 10.

9. Digital Certificates. You acknowledge and agree to the following:
9.1 Use

Cohesion Medical uses digital certificates to help you identify the publisher of applications created by third parties. Cohesion Medical software uses digital certificates to sign and validate signatures within certain files and to validate certified files.

9.2 Terms and Conditions
Purchase, use and reliance upon digital certificates are the responsibility of you and a Certification Authority. Before you rely upon any certified document, digital signature, or Certification Authority services, you should review the applicable terms and conditions under which the relevant Certification Authority provides services, including, for example, any subscriber agreements, relying party agreements, certificate policies, and practice statements.

9.3 Acknowledgement
You agree that (a) a digital certificate may have been revoked prior to the time of verification, making the digital signature or certificate appear valid when in fact it is not, (b) the security or integrity of a digital certificate may be compromised due to an act or omission by the signer of the document, the applicable Certification Authority, or any other third party, and (c) a certificate may be a self-signed certificate not provided by a Certification Authority. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE. UNLESS A SEPARATE WRITTEN WARRANTY IS PROVIDED TO YOU BY A CERTIFICATION AUTHORITY, YOU USE DIGITAL CERTIFICATES AT YOUR SOLE RISK.

9.4 Third Party Beneficiaries
You agree that any Certification Authority you rely upon is a third party beneficiary of this agreement and shall have the right to enforce this agreement in its own name as if it were Adobe.

9.5 Indemnity
You agree to hold Cohesion Medical and any applicable Certification Authority (except as expressly provided in its terms and conditions) harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and legal fees) arising out of or relating to any use of, or reliance on, by you or any third party that receives a document from you with a digital certificate, any service of such authority, including, without limitation (a) reliance on an expired or revoked certificate, (b) improper verification of a certificate, (c) use of a certificate other than as permitted by any applicable terms and conditions, this agreement, or applicable law; (d) failure to exercise reasonable judgment under the circumstances in relying on issuer services or certificates, or (e) failure to perform any of the obligations as required in the terms and conditions related to the services.

10. Limitation of Liability.
IN NO EVENT WILL ADOBE, ITS SUPPLIERS, OR CERTIFICATION AUTHORITIES BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A COHESION MEDICAL REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, OR CLAIMS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. COHESION MEDICAL’S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS AND CERTIFICATION AUTHORITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this agreement limits Cohesion Medical’s liability to you in the event of death or personal injury resulting from Cohesion Medical’s negligence or for the tort of deceit (fraud). Cohesion Medical is acting on behalf of its suppliers and Certification Authorities for the purpose of disclaiming, excluding, and/or limiting obligations, warranties, and liability as provided in this agreement, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this agreement, if any, or contact Cohesion Medical’s Customer Support Department.

11. General Provisions
If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which shall remain valid and enforceable according to its terms. This agreement shall not prejudice the statutory rights of any party dealing as a consumer. This agreement may only be modified by a writing signed by an authorised officer of Cohesion Medical. Updates may be licensed to you by Cohesion Medical with additional or different terms. This is the entire agreement between Cohesion Medical and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.

11.1 United States Provisions
For U.S. Government End Users, Cohesion Medical agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this agreement.

11.2 European Union Provisions
Nothing included in this agreement (including Section 4.5) shall limit any non-waivable right to decompile the Software that you may enjoy under mandatory law. For example, if you are located in the European Union (EU), you may have the right upon certain conditions specified in the applicable law to decompile the Software if it is necessary to do so in order to achieve interoperability of the Software with another software program, and you have first asked Cohesion Medical in writing to provide the information necessary to achieve such interoperability and Cohesion Medical has not made such information available. In addition, such decompilation may only be done by you or someone else entitled to use a copy of the Software on your behalf. Cohesion Medical has the right to impose reasonable conditions before providing such information. Any information supplied by Cohesion Medical or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software or used for any other act which infringes Cohesion Medical or its licensors’ copyright.

11.3 Specific Provision for Germany and Austria
Cohesion Medical’s statutory liability for damages shall be limited as follows: (a) Cohesion Medical shall be liable only up to the amount of damages as typically foreseeable at the time of entering into the license agreement in respect of damages caused by a slightly negligent breach of a material contractual obligation and (b) Cohesion Medical shall not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation. The aforesaid limitation of liability shall not apply to any mandatory statutory liability, in particular, to liability under the German Product Liability Act, liability for assuming a specific guarantee or liability for culpably caused personal injuries. You are required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the Software and your computer data subject to the provisions of this agreement.

12. Governing Law.
This Agreement shall be governed by the laws of Scotland.

If you have any questions regarding this agreement, or if you wish to request any information from Cohesion Medical, please use the address and contact information included with this product or via the web at http://www.cohesionmedical.com to contact the Cohesion Medical office serving your jurisdiction.

End of Agreement