Education Software
License Agreement

DESKi SAS

SOFTWARE LICENSE AGREEMENT

AGREEMENT COVERSHEET

25/11/2024 Software License Agreement ("Agreement") by and between the COMPANY and the Licensee

WHEREAS, the COMPANY and Licensee have entered into this Agreement for a license to the software program HeartFocus Education Software, the functions of which are described in the documentation at (https://www.heartfocus.ai/education-user-manuals), subject to the Software License Agreement Terms and Conditions (“Terms and Conditions”) annexed hereto.

NOW THEREFORE, for good and valuable consideration, as set out below, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

  1. All Capitalized Terms used herein are defined in the Terms and Conditions.
  2. The COMPANY shall provide Licensee with access to the Licensed Software as set forth in the Terms and Conditions subject to the Licensee's full consent to the Agreement.
  3. Licensee shall have the right to use the Licensed Software pursuant to the Terms and Conditions of the Agreement, as annexed hereto. All rights, title, and interest in and to the Licensed Software and the intellectual property rights in and to the Licensed Software shall remain with the COMPANY.

License Specific Conditions

  • License Type and Number: 1 “Full License” (one Full License HeartFocus Education is only valid for one Equipment).
  • Term: This Agreement shall commence on the Effective Date.
    • If this Agreement is accepted on or before November 30, 2024, the term shall be for a period of six (6) months from the Effective Date.
    • If this Agreement is accepted on or after December 1, 2024, the term shall continue until June 1, 2025.
  • Fees: Free of charge for the entire duration of the Term, unless otherwise stipulated in specific terms and conditions or in a subsequent amendment.
  • Support Services: Support channel available at support@desk.ai
  • Data Protection: The personal data collected through the Licensed Software are the object of a treatment under DESKi’s responsibility. The characteristics of this processing are detailed in the documentation (https://www.heartfocus.ai/education-privacy-policy).

IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly-authorized representatives as of the Effective Date.

DESKi SAS

Software License Agreement

Terms and Conditions

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE LICENSED SOFTWARE.
THIS AGREEMENT STIPULATES THE TERMS AND CONDITIONS OF USE OF THE LICENSED SOFTWARE
PROVIDED BY DESKi SAS, INCLUDING AS ACCESSED THROUGH THE APPLE APP STORE OR ANY DESKi
WEBSITE.
THE PRODUCTS AND SERVICES OFFERED BY DESKi ARE SUBJECT TO THE TERMS AND CONDITIONS HEREIN.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS SOFTWARE LICENSE
AGREEMENT, DO NOT USE THE LICENSED SOFTWARE IN ANY MANNER. YOU AGREE TO INDEMNIFY DESKi
FOR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU CLICK “AGREE”, YOU ACCEPT TO BE A PARTY TO THIS AGREEMENT TOGETHER WITH ALL UPDATES
AND ADDITIONAL TERMS, IF ANY, (COLLECTIVELY, THE “AGREEMENT”), TO BE BOUND BY ITS TERMS AND
CONDITIONS AND COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. ONLY IF YOU AGREE TO ALL
TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD CLICK ‘AGREE’. IF YOU DO NOT AGREE
WITH THE TERMS AND CONDITIONS SET FORTH HEREIN, SELECT THE “I DECLINE” BUTTON, AND YOU MAY
NOT USE THE LICENSED SOFTWARE. A COPY OF THE LICENSE MUST BE SAVED BY THE LICENSEE.

PLEASE NOTE THAT THE AGREEMENT IS CONCLUDED BETWEEN YOU AND DESKi SAS ONLY, AND NOT WITH
APPLE. DESKi SAS IS SOLELY RESPONSIBLE FOR THE LICENSED SOFTWARE AND THE CONTENT THEREOF. IF THERE ARE ANY CONFLICTS BETWEEN THE AGREEMENT AND THE APPLE STORE TERMS OF SERVICES, THE LATTER WILL APPLY.

1. Definitions

1.1 “Affiliate” means a party to this Agreement and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such party. The term control as used herein shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management
or policies of an entity whether through ownership or control.

1.2 “Documentation” means the manuals, the data privacy policy, and all other documentation and materials, in electronic form or otherwise, relating to the Licensed Software that are provided by COMPANY to Licensee.

1.3 “Effective Date” means the date of Agreement acceptance by Licensee.

1.4 “Equipment” refers to a computer incorporated with or coupled to sonography equipment onto which the Licensed Software will be installed.

1.5 “Feedback” means feedback and evaluations of the Licensed Software and its use.

1.6 “Licensed Software” means an application programming interface ("APIs") and the software applications that are necessary for providing the functionalities described in the Documentation by the COMPANY in executable object code form, together with the Documentation so provided, and any Software Upgrades provided by COMPANY pursuant to this Agreement.

1.7 “Open Source Software” means software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as “free software” or “open source software” (e.g., Linux), or pursuant to “open source,” “copyleft” or similar licensing and distribution models, including any software that requires as a condition of use, modification, or distribution of such software that it or other software incorporated into, derived from, or distributed with it be (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, or (c) redistributable at no or minimal charge.

1.8 “Software Upgrades” means all updates, upgrades, corrections, bug fixes, releases, improvements, or enhancements made to the Licensed Software by COMPANY and made available generally to other licensees of the Licensed Software.

1.9 “Term” means the term as defined in the Agreement Cover Sheet of this Agreement.

1.10 “Use Data” means data relating to the Licensed Software and the use and operation of the Licensed Software.

2. License Grant

2.1 Unless entered into as a Trial License on the Agreement Cover Sheet, the COMPANY hereby grants to Licensee and Licensee’s Affiliates a limited, non-exclusive, non-transferable, worldwide license to (a) use the Licensed Software, on the number of units of Equipment as specified in the Agreement Cover Sheet, and the Documentation in conjunction with sonography equipment used for cardiac imaging, and (b) combine, incorporate and/or use the API to interface with the sonography equipment. The Licensed Software and Documentation shall not be used in any other manner or for any other purpose during the Term of this Agreement. The COMPANY will deliver the Licensed Software to Licensee via a download link from the Apple App Store or a COMPANY website, along with the Documentation.

2.2 If entered into as a Trial License on the Agreement Cover Sheet, COMPANY hereby grants Licensee a non-transferable, non-exclusive, limited-duration, and limited-use license to access and use the Software only in the Territory, on a single unit of Equipment at the location indicated on the Agreement Cover Sheet only during the Evaluation Period, in accordance with the terms and provisions set forth in this Agreement.

2.3 The COMPANY hereby grants to Licensee and its Affiliates a limited, non-exclusive, and non-transferable right to allow each of its employees (medical professionals who have received appropriate training) to use the Licensee Software for sonographic imaging of cardiac tissue, activity, and functionality during the Term, subject to each employee agreeing to the COMPANY’s Terms of Use.

2.4 COMPANY has all necessary rights and licenses to any and all third-party software provided by the COMPANY, including, without limitation, Open Source Software, together with the Licensed Software. Unless otherwise agreed to between the parties, the use of such third-party software shall be subject to the terms and conditions of this Agreement, or the agreements pursuant to which such third-party software is provided to Licensee. All third-party software and the corresponding licenses are identified by the COMPANY in the Documentation.

2.5 The Licensee can use the Licensed Software on any Apple-branded Products that the Licensee owns or controls and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that such Licensed Software may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.

3. Fees and Payment

3.1 Licensee shall pay all amounts as agreed to by the parties, as set forth on the Agreement Cover Sheet.

4. Maintenance

4.1 COMPANY shall provide ongoing maintenance services (“Maintenance”) to Licensee and its Affiliates during the term of this Agreement as follows:

a. Subject to the terms of this Agreement, COMPANY shall provide Software Upgrades in object code format only and the Documentation therefore, when such Software Upgrades and Documentation are completed and made generally available to COMPANY’s other customers.

b. COMPANY will provide technical support for the Licensed Software and Software Upgrades.

c. In order to ensure the proper implementation and operation of the Software Upgrades, COMPANY will provide assistance and support to Licensee as prescribed in this Agreement, but the following important responsibilities belong to Licensee:

(i) Assign a coordinator to be available to the COMPANY when COMPANY assists with troubleshooting and repair of the Licensed Software and Software Upgrades;

(ii) Promptly report problems to COMPANY;

(iii) Test the functionality of the Licensed Software and Software Upgrades, to verify that it is functioning properly; and

(iv) Provide information that is reasonably necessary for the COMPANY to troubleshoot the Licensed Software and the Software Upgrades.

d. COMPANY agrees to be primarily responsible for troubleshooting problems relating to the Licensed Software and Software Upgrades.

4.2. The Licensee shall only contact the COMPANY for the maintenance services since Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Software.

5. Return of Licensed Software

5.1 Within thirty (30) days after termination of this Agreement, Licensee shall (a) return to the COMPANY all copies of the Licensed Software and all Documentation; and/or (b) destroy all copies of the Licensed Software and such Documentation (including all extracts, summaries, and adaptations, and derived works thereof) stored on any Equipment or in any other location or storage media; and (c) cease all use of the Licensed Software. Licensee shall certify in writing to the COMPANY that the above-stipulated actions have been performed.

6. Restrictions and Modifications

6.1 Licensee agrees not to, without the prior written consent of the COMPANY:

a) make any modifications to the Licensed Software;

b) adapt, translate, reverse engineer, decrypt, decompile, disassemble, or otherwise attempt to discover or obtain the source code or structure, sequence, and organization of the Licensed Software or create derivative works based on the Licensed Software or Documentation, or any part thereof;

c) make the Licensed Software or Documentation or any part thereof available to any third party, other than to a third party authorized by the COMPANY pursuant to Section 2.2;

d) make any copies of, reproduce, or transfer any portion of the Licensed Software or Documentation, except for a single copy for purposes of backup, testing, and archiving.

e) alter, remove, or suppress in any manner any copyright, trademark, or other notices, credits, or acknowledgments displayed by the Licensed Software or Documentation;

f) use the Licensed Software to directly or indirectly provide any services, including, without limitation, a time-sharing or subscription service, to any third party or to function as a service bureau or application service provider, other than as specifically provided for herein; or

g) License, rent, sell, loan, lease, pledge, offer as security, transfer, copy, assign, or provide access to the Licensed Software, or Documentation, or any of the rights granted to Licensee hereunder to any other person.

7. TITLE

7.1. The Licensed Software and Documentation and all of the intellectual property rights therein shall at all times remain the exclusive property of the COMPANY, and Licensee’s interest therein is only that of having possession of and the right to use the Licensed Software and Documentation pursuant to Section 2.1 herein, and the right to allow its end users to use the Licensed Software, pursuant to Section 2.2 herein, each for the Term of this Agreement (and any extensions hereto). Licensee agrees that it owns no right, title, or interest in or to the Licensed Software or Documentation or any of the intellectual property rights therein.

7.2. This Agreement does not confer on Licensee any right or license to use any of COMPANY’s trademarks or other intellectual property or any rights therein, other than as specifically set forth herein.

7.3. Licensee agrees to and hereby does assign, transfer, grant, and convey to the COMPANY all of Licensee’s and the exclusive rights, title, and interest in and to any and all Feedback and Use Data, and agrees to execute all documents necessary to effect COMPANY’s exclusive ownership in and to all Feedback and User Data. Licensee appoints COMPANY its attorney in fact to execute such documents. This appointment is coupled with an interest and is therefore irrevocable.

7.4. Licensee agrees that the COMPANY retains all rights in and to any and all technical and other data that is obtained through the operation of the Software, other than patient personally identifiable information that is manually input into the system. The COMPANY may use such data at its discretion and may disclose non-Licensee and non-patient identifiable portions of such data to third parties.

8. CONFIDENTIALITY

8.1 Licensee acknowledges that the Licensed Software and the Documentation provided to Licensee contain confidential and proprietary information and are confidential information of the COMPANY and/or its suppliers. Licensee agrees to hold the Licensed Software and the Documentation in confidence and shall not disclose, allow access to, or otherwise make available the Licensed Software or Documentation, or any part thereof, during the Term of the Agreement and for a period of at least ten (10) years after its termination to any other party without the prior written consent of the COMPANY, except to its employees, Affiliates, or other persons authorized by the COMPANY.

8.2. Licensee shall use reasonable means, but not less than that used to protect its own confidential and proprietary information, to safeguard the Licensed Software and Documentation.

8.3. Licensee shall be responsible for any unauthorized use or disclosure of the Licensed Software and Documentation by any of its employees, agents, or independent consultants.

8.4. Neither Party shall market, promote, or make any public disclosures regarding this Agreement except as mutually agreed or required by applicable law; provided, that the COMPANY may identify Licensee as a trial user or licensee of the Software unless Licensee notifies the COMPANY otherwise in writing within five (5) days of execution of this Agreement. Notwithstanding the foregoing, the COMPANY may disclose this Agreement to potential investors with the understanding that the COMPANY will use reasonable efforts to induce these potential investors to hold confidential the existence and the terms of this Agreement.

9. NOTICES AND LEGENDS

9.1. Licensee agrees to retain any copyright notices, patent markings, license numbers, trademarks, credits, serialization numbers, or other information included in or on the Licensed Software and Documentation. The existence of any copyright notice shall not be construed as publication of the Licensed Software or Documentation.

10. TERMINATION

10.1. The COMPANY shall have the right to terminate this Agreement upon thirty (30) days’ prior written notice upon a breach of this Agreement by Licensee, should Licensee fail to cure the breach during such thirty (30) day period.

10.2. Licensee shall have the right to terminate this Agreement at any time, for any reason or no reason at all, by giving sixty (60) days' written notice to COMPANY of its intent to terminate this Agreement; provided that, if applicable, Licensee shall remain obligated to pay for the entire period for which Licensee agreed to a license, which entire amount shall accelerate and become due and payable on the date of such termination.

11. INJUNCTIVE RELIEF

11.1. Licensee acknowledges that the COMPANY may be irreparably harmed if Licensee’s obligations under this Agreement are not specifically enforced and that the COMPANY would not have an adequate remedy at law in the event of an actual or threatened violation by Licensee of its obligations despite the availability of monetary damages. Therefore, Licensee agrees that the COMPANY shall be entitled to seek an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by Licensee, its employees, agents, and/or representatives, or the continuation of any such breach, without the necessity of proving actual damages or posting of a bond.

12. INDEMNIFICATION

12.1. COMPANY (and not Apple) shall indemnify, defend, and hold harmless Licensee from and against any and all actual or threatened third-party losses, liabilities, expenses, damages, claims, demands, or causes of action or proceedings (including without limitation reasonable attorney fees and disbursements) based on, arising out of, concerning, resulting from, or relating to any (a) allegation of infringement of any third-party intellectual property rights based on proper use of the License Software by Licensee, its Affiliates, or its employees in conformance with Licensee's obligations hereunder or (b) breach of any provision of this Agreement by COMPANY.

12.2. Licensee shall indemnify, defend, and hold harmless COMPANY and its officers, agents, and employees from and against any and all actual or threatened third-party losses, liabilities, expenses, damages, claims, demands, or causes of action or proceedings (including without limitation reasonable attorney fees and disbursements) based on, arising out of, concerning, resulting from, or relating to any (a) allegation of infringement of any third-party intellectual property rights based on improper use of the License Software by Licensee, its Affiliates, or its employees not in conformance with Licensee's obligations hereunder or (b) breach of any provision of this Agreement by Licensee.

12.3. Should any claims, demands, causes of action, or proceedings (“Claim”) be raised against Licensee, its Affiliates, or its officers, agents, or employees alleging infringement of a third-party patent or copyright, the COMPANY shall have the right to use commercially reasonable efforts to seek to resolve such Claim by one or more of the following: (a) modifying the Licensed Software such that it no longer infringes or (b) obtaining a license to the asserted intellectual property (the payments under which shall be borne by the COMPANY). Should neither of the above options be commercially reasonable for the COMPANY, the COMPANY shall promptly notify Licensee, and Licensee and the COMPANY shall each have the right to immediately terminate this Agreement. Licensee shall promptly notify the COMPANY of any Claim.

12.4. A party seeking indemnification under this section shall notify the indemnifying party of the Claim and any liability or expense giving rise to the obligation to indemnify pursuant to this section as soon as reasonably practicable after receiving notice thereof.

12.5. The COMPANY is responsible for addressing any claims of the Licensee or any third party relating to the Licensed Software or the Licensee’s possession and/or use of that Licensed Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed
Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Licensed Software’s use of the HealthKit and HomeKit frameworks. LIMITATION OF LIABILITY

12.6. Other than with respect to claims under Sections 6, 8, or 12 or breaches thereof, and to the fullest extent permitted by applicable law, in no event shall the Company, its agents or employees, have any liability to the Licensee or any third party for the cost of substitute goods or any incidental, indirect, punitive, special, exemplary, or consequential damages, or lost profits, loss of data, loss of use, loss of business opportunity or claims of third parties, arising in any manner in connection herewith, or out of this Agreement, the performance or breach hereof or the subject matter hereof, however caused, whether by negligence or otherwise, regardless of the form of action, whether for breach of contract, breach of warranty, negligence, strict product liability, infringement or otherwise, and whether or not the Company has been advised of the possibility of such damages. This limitation shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.

12.7. In no event shall Company aggregate liability to the other party or any other person for all claims, whether in contract, or any other theory of liability, exceed the amounts paid by Licensee hereunder during the six (6) month period preceding any such claim. This limitation shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.

12.8. If this is a trial agreement, then the Company will have no liability to Licensee or any other person. Licensee’s liability to the Company will be as set forth in Section 13.2.

13. REPRESENTATIONS AND WARRANTY

13.1. Other than as specifically set forth herein, and to the fullest extent permitted by applicable law, the Licensed Software, and Documentation are provided “AS IS” and “WITH ALL FAULTS” and without warranty of any kind. Licensee agrees that the use of the Licensed Software, and Documentation is at Licensee’s and its customers’ risk.

13.2. To the fullest extent permitted by applicable law, the Company makes no warranty of any kind to Licensee or any third party, express, implied, or statutory, with respect to the Licensed Software, Documentation, operation of the Licensed Software, or outputs of or results obtained from use of the Licensed Software, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, operability or non-infringement, and all such warranties are hereby excluded by Company and waived by Licensee.

13.3. Company makes no warranty of any kind to Licensee or any third party with respect to any third party software, including without limitation, Open Source Software, used by Licensee in conjunction with the Licensed Software. All licenses and costs with respect to all third party software are the sole and exclusive responsibility of Licensee. All integration and use of and problems caused by or resulting from use of any third party software in conjunction with the Licensed Software are the sole and exclusive responsibility of Licensee, and Company shall have no responsibility or liability with respect thereto.

13.4. If applicable, in the event of any failure of the Licensed Software to conform to any applicable warranty, the Licensee may notify Apple, and Apple will refund the purchase price for the Licensed Software to the Licensee. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Software, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty.

14. MISCELLANEOUS

14.1. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

14.2. The failure of either party to enforce any term or condition of this Agreement shall not constitute a waiver of either party’s right to enforce each and every term and condition of this Agreement. No breach under this Agreement shall be deemed waived or excused by either party unless such waiver or consent is in writing signed by the party granting such waiver or consent. The waiver by or consent of a party to a breach of any provision of this Agreement shall not operate or be construed as a waiver of or consent to any other or subsequent breach by such other party.

14.3. This Agreement may not be assigned by either party without the prior written consent of the other party; provided that COMPANY shall have the right to collaterally assign in whole or in part, the Agreement and any of its rights hereunder to a third party in connection with a merger or sale of all or substantially all of the assets of COMPANY. The Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the Parties hereto. Any assignment or transfer in violation of this Section 15.3 shall be null and void.

14.4. The parties agree that this Agreement states the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and representations of the parties, oral or written, relating thereto. This Agreement may only be amended in a writing signed by duly authorized representatives of both parties.

14.5. All notices, demands, requests, consents or other communications required or permitted by this Agreement (“Notices”) shall be in writing and sent to the parties at their current known addresses, or to such other address as either party may specify in writing. Notices shall be deemed duly served on or delivered (1) when delivered personally, (2) when sent to the other party by certified mail, return receipt requested, on the earlier of (a) when signed for or (b) three business days following deposit with the postal service, (3) when delivered by hand or the next day when sent by recognized overnight courier (with acknowledgement received by the courier), or (4) when sent by facsimile or email, electronically confirmed and followed up immediately by standard mail.

14.6. This Agreement and all disputes under or relating to this Agreement shall be governed by and construed in accordance with the laws of France. The parties hereby opt out of the Uniform Computer Information Transaction Act to the fullest extent permitted by law.

14.7. The provisions of Articles 3 (to the extent any amounts remain unpaid), 5, 6, 8, 11, 12, 13, and 14, and Sections 15.1, 15.2, 15.4, 15.6, 15.7, 15.8, 15.9, 15.10, 15.11, and 15.12 shall survive any termination or expiration of this Agreement.

14.8. The relationship between the parties is that of independent contractors, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship.

14.9. Licensee agrees to comply with all applicable export and import laws and restrictions and regulations, and not to export or re-export the Licensed Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals.

14.10. Provided at least one (1) week’s notice is given, the COMPANY or any third party appointed by the COMPANY may audit the Licensee’s information systems and accounting records during business hours for the sole purpose of verifying that the Licensee's use of the Licensed Software complies with the terms of the Agreement.

14.11. If the audit reveals that the Licensee's use of the Licensed Software exceeds the use permitted by the Agreement, the Licensee shall be liable for (i) all amounts due to such excessive use of the Licensed Software plus interest on such amounts and (ii) all costs incurred by the COMPANY in performing the audit, within ten days of the date of written notification of the audit results.

14.12. Neither party shall be liable, or deemed to have failed to perform, for any failure to perform due to force majeure as defined in article 1218 of the French Civil Code, if it notifies the other party and uses its best efforts to minimize the damage and perform its obligations as soon as possible after the force majeure ceases. If such an event prevents the parties from performing their obligations for a period exceeding thirty (30) days, the performance of the Agreement shall be suspended, and the parties undertake to enter into discussions to find an alternative solution. If the parties do not find an alternative solution at the end of a period of eight (8) additional calendar days, the Agreement will be terminated by right, as of the sending of a registered letter with acknowledgement of receipt by the most diligent party, without any compensation being due. The parties agree that pandemics are included in the cases of force majeure.

14.13. The Licensee must comply with applicable third party terms when using the Licensed Software.

14.14. Apple, and Apple’s subsidiaries, are third party beneficiaries of these terms and conditions. Upon the Licensee’s acceptance, Apple will have the right to enforce these terms and conditions against the Licensee as a third party beneficiary thereof.

14.15. The Licensee represents and warrants that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.