End User License Agreement

What this document is

This End User License Agreement ("EULA") covers your relationship with Trexo before, during, and after any purchase or lease of a Trexo device: placing a reservation, the Assessment completed with your own clinician, the prescription step, Training with a Trexo certified trainer, trying a device at a trial or event, use of the Trexo device and software, and how Trexo handles the information collected along the way.

If you go on to purchase or lease a Trexo device, a separate Purchase Agreement or Lease Agreement governs the commercial terms (price, payment, delivery, the Trial Period, the Limited Warranty, and the service plan that sets how many Training sessions, check-ins, and size adjustments are included). This EULA continues to apply alongside that agreement.

What this document is not

This EULA is not a Purchase Agreement, a Lease Agreement, a warranty, a privacy policy, or the Instructions for Use. Those are separate documents. It is not medical advice. Decisions about whether and how the Trexo device is used for a particular person remain with that person's licensed healthcare professional.

Notice to Customers

PLEASE READ THIS EULA CAREFULLY. IT IS A BINDING AGREEMENT BETWEEN YOU AND TREXO ROBOTICS HOLDINGS, INC. BY PLACING A RESERVATION FOR A TREXO DEVICE, BY SUBMITTING OR HAVING YOUR CLINICIAN SUBMIT THE TREXO ASSESSMENT FORM OR A PRESCRIPTION, BY TAKING PART IN AN ASSESSMENT OR REASSESSMENT, BY ACCESSING TRAINING, BY USING OR TRYING A TREXO DEVICE, BY CLICKING "I AGREE" OR AN EQUIVALENT BUTTON, OR BY SIGNING A PURCHASE AGREEMENT OR LEASE AGREEMENT, YOU ACCEPT THIS EULA AND AGREE TO BE BOUND BY IT. YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS EULA, INCLUDING, WHERE APPLICABLE, ON BEHALF OF THE END USER AS THEIR PARENT, LEGAL GUARDIAN, OR AUTHORIZED REPRESENTATIVE, OR ON BEHALF OF YOUR ORGANIZATION.

This EULA contains a disclaimer of warranties (Section 13), a limitation of liability (Section 14), and a mutual agreement to resolve disputes by individual binding arbitration with a class-action waiver and a 30-day opt-out right (Section 16). Please read those Sections carefully.

If you are a consumer, nothing in this EULA limits or excludes any right you have under the consumer protection laws of the state in which you reside that cannot be waived or limited by contract. Nothing in this EULA limits your rights under the Trexo Limited Warranty delivered with a purchased device, or under the Magnuson-Moss Warranty Act.

The current version of this EULA is published at us.trexorobotics.com/eula. The Trexo Privacy Policy is published at us.trexorobotics.com/privacy.

1. Definitions

Capitalized terms have the meanings below.

"Trexo", "we", "us", and "our" mean Trexo Robotics Holdings, Inc., a Delaware corporation with offices at 440 N Barranca Ave #1001, Covina, CA 91723, and, where the context requires, its affiliates, including Trexo Robotics Inc. (Canada), which manufactures the Device.

"Customer", "you", and "your" mean the person or organization contracting with Trexo under this EULA: either a consumer (an individual acting for personal, family, or household purposes, typically a parent or legal guardian of the End User) or an organization (such as a clinic, hospital, or school).

"End User" means the individual who physically uses the Device (for example, the Customer's child, or a patient of a clinical organization).

"Device" means the Trexo Theo robotic gait training device supplied to the Customer, in the configuration and warranty package identified in the Purchase Agreement (marketed in the United States as Trexo Theo or Trexo Theo Max), including all hardware components and accessories supplied with it. In this EULA, "Consumer Customer" means a Customer who acquires a Device for personal household use by a single identified End User, and "Organizational Customer" means a clinic, hospital, school, or other organization that acquires a Device for professional use with its own patients, students, or persons under its care.

"Reservation" means the refundable or non-refundable deposit, as stated at checkout, that you pay online through Trexo's payment processor to hold a place for a Device and start the Assessment process.

"Software" means the Trexo proprietary software embedded in or operated through the Device or the Tablet, including the Trexo application, firmware, Updates, and related documentation. "Tablet" means the tablet computer supplied by Trexo with the Device, on which the Software runs.

"Services" means the review of the Assessment, any Reassessment, Training, certification, support, check-ins, remote diagnostics, Updates, size adjustments, and other services provided by Trexo directly or through the Trainer Network.

"Assessment" means the pre-purchase suitability and fitting evaluation of the End User that is completed by the Assessing Clinician using the Assessment Package and reviewed by Trexo to determine whether the Device is suitable for the End User and how to configure it. "Assessing Clinician" means the licensed physical therapist, occupational therapist, or other licensed healthcare professional chosen and engaged by you who completes the Assessment; the Assessing Clinician is not an employee or agent of Trexo. "Assessment Package" means the materials Trexo sends after a Reservation, including the Assessment form, the IFU, the indications for use and contraindications, and a summary of the clinical evidence. "Reassessment" means the optional sizing check described in Section 4.4.

"Training" means the Trexo training program that each person operating the Device must complete before operating it, delivered in person by a Certified Trainer using Trexo's training modules and materials, together with any online modules and live online sessions that Trexo provides. "Trainer Network" means the Trexo Trainer Network of licensed physical therapists, occupational therapists, and clinics that Trexo has accepted, trained, and certified to assemble Devices, deliver Training, and perform size adjustments. "Certified Trainer" means a licensed physical therapist or occupational therapist in the Trainer Network who holds a current Trexo certification. "Trexo Center" means a clinic or practice location in the Trainer Network to which a Device may be delivered for assembly and Training.

"Companion" means, for a Consumer Customer, the adult (typically a parent, guardian, or caregiver) who has completed Training and the companion certification and operates the Device with and supervises the End User. "Authorized User" means, for an Organizational Customer, an employee or contractor of the Customer who has completed Training and is authorized by the Customer to operate the Device.

"Documentation" means the Instructions for Use ("IFU"), labeling, Training materials, and other official documentation provided by Trexo, as updated from time to time.

"Customer Data" means any data, information, or other material provided, uploaded, or submitted by the Customer or End User to Trexo, or to or through the Device or Software, including Assessment data, Training records, photographs and videos, and Device Data. "Device Data" means technical and session data generated by the Device and Tablet, such as identifiers, session timestamps and duration, step counts, gait and force parameters, settings, and diagnostic logs.

"Health Data" means information about the health, diagnosis, medical history, mobility, or treatment of the End User, including protected health information under HIPAA (the Health Insurance Portability and Accountability Act of 1996 and its regulations), consumer health data under state law, and sensitive personal information under the CCPA (the California Consumer Privacy Act, as amended).

"Aggregated Anonymous Data" means data submitted to, collected by, or generated by Trexo in connection with the Services or the Customer's use of the Device or Software, but only in aggregate, de-identified, or anonymized form which cannot reasonably be linked to an identifiable individual or to the Customer, and which, where derived from protected health information, has been de-identified in accordance with 45 C.F.R. 164.514.

"Purchase Agreement" means the Trexo Purchase Agreement, Lease Agreement, organizational customer agreement, or other written agreement under which the Customer acquires the right to possess and use a Device, together with the Trexo Care service plan (currently offered as Essential, Pro, or Complete) selected in it. "Limited Warranty" means the written limited warranty delivered with a purchased Device. "Trial Period" has the meaning given in the Purchase Agreement (currently two (2) weeks, beginning on the date the Purchase Agreement specifies). "Effective Date" has the meaning given in Section 11.1.

2. The Device, the Software, and the Services

2.1 Home use and professional use. The same Device is supplied in two settings under this EULA. A Consumer Customer receives the Device for personal household use by a single identified End User, operated by a certified Companion. An Organizational Customer receives the Device for use in a clinic, hospital, school, or other professional setting with multiple End Users, operated by Authorized Users. Whether you receive a Trexo Theo or a Trexo Theo Max package (which differ in warranty term and included services, not in the Device's intended use) is stated in the Purchase Agreement.

2.2 Regulatory status. The Device is a Class II medical device cleared by the U.S. Food and Drug Administration ("FDA") for the indications for use stated in its labeling. Caution: Federal law restricts this device to sale by or on the order of a licensed healthcare practitioner. The Device is intended to assist gait training. It does not diagnose, treat, or cure any condition and does not replace the judgment of a licensed healthcare professional.

2.3 The Software. The Software is embedded in the Device and runs on the Tablet supplied by Trexo. The Customer is granted a license to use the Software under Section 3. The Software is licensed, not sold.

2.4 The Services. Under this EULA, Trexo reviews the Assessment (Section 4) and provides Training and certification through the Trainer Network (Section 5). Customer support, check-ins by Trexo's customer success team, remote diagnostics, Updates, additional Training sessions, and size adjustments are provided to Customers who have acquired a Device. Their scope and duration, and the number of Training sessions, check-ins, and size adjustments included, are set out in the Purchase Agreement and the service plan selected in it, and are not stated in this EULA. You consent to Trexo running remote diagnostics in order to deliver support and maintain safety.

3. License to use the Software

3.1 Grant of license. Subject to Customer's compliance with the terms and conditions of this EULA, Trexo grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to access and use the Software, only as and when incorporated into the specific Device supplied to Customer and then only in accordance with the Documentation, solely: (a) for Consumer Customers, for personal household use for the End User identified in the Assessment, with one user profile set up for the exclusive benefit of that End User; and (b) for Organizational Customers, for the internal business purposes of the Customer, operated only by Authorized Users, with End Users who are patients, students, or other persons under the Customer's care, with multiple End User profiles permitted.

3.2 Tablet. The Tablet is supplied with the Device and, where the Device is purchased, becomes the Customer's property on delivery. Do not install other applications on the Tablet; Trexo is not responsible for any effect of third-party software on the performance, security, or safety of the Software.

3.3 Restrictions. Except as expressly set forth in this EULA, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Software; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Software; (iv) use the Software for the benefit of a third party other than the End User (for a Consumer Customer) or the Customer's own patients, students, or persons under its care (for an Organizational Customer); (v) remove or otherwise alter any proprietary notices or labels from the Software or any portion thereof; (vi) use the Software to build an application or product that is competitive with any Trexo product or service; (vii) interfere or attempt to interfere with the proper working of the Software, the Device, or any safety or security mechanism; or (viii) bypass any measures Trexo may use to prevent or restrict access to the Software, the Device, or other accounts, computer systems, or networks connected to the Software. Customer is responsible for all of Customer's activity in connection with the Software, including uploading Customer Data, and for the use of the Software and the Device by any person to whom Customer has given access, even if Customer did not authorize such use. Customer shall use the Software and the Device in compliance with all applicable local, state, national, and foreign laws and regulations (including those related to data privacy and medical device use) and shall not use the Software in a manner that violates any third party intellectual property, contractual, or other proprietary rights.

3.4 Trexo Materials. Customer acknowledges and agrees that the Software and the non-public Documentation (collectively, the "Trexo Materials") represent valuable trade secrets and confidential information of Trexo. Accordingly, Customer (x) shall not use any Trexo Materials except as expressly set forth herein; (y) shall not disclose any Trexo Materials to any third party; and (z) shall use reasonable efforts to prevent any such unauthorized use or disclosure. Customer acknowledges and agrees that due to the unique nature of the Trexo Materials, there can be no adequate remedy at law for any breach of its obligations under this Section 3, which breach may result in irreparable harm to Trexo, and therefore, that upon any such breach or any threat thereof, Trexo shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies it might have at law. Nothing in this Section restricts you from sharing the End User's own Customer Data with clinicians, family, or a payer.

3.5 Internet connectivity. The Device can be used offline, but the Tablet must connect to the internet from time to time for safety checks, Updates, and synchronization of Device Data. If the Tablet remains disconnected for an extended period, the Software may require re-authentication and certain functions may be unavailable until it reconnects; the Software will warn you first where technically feasible. You are responsible for internet access at the location of use.

3.6 Updates. From time to time, Trexo may provide upgrades, patches, enhancements, or fixes for the Software to its customers generally without additional charge ("Updates"), and such Updates will become part of the Software and subject to this EULA; provided that Trexo shall have no obligation under this EULA or otherwise to provide any such Updates except as required by law or as stated in the Purchase Agreement. Customer understands that Trexo may cease supporting old versions or releases of the Software at any time in its sole discretion; provided that Trexo shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes. You consent to periodic installation of Updates and agree not to block them. Some Updates are required for safety, security, or regulatory compliance; Trexo may remotely limit or disable an unsafe or unsupported Software version or Device configuration, after reasonable notice where feasible, and will work with you to restore safe use.

3.7 Third Party Services. Customer acknowledges and agrees that the Software may operate on, with, or using application programming interfaces (APIs) and/or other services operated or provided by third parties ("Third Party Services"). Trexo is not responsible for the operation of any Third Party Services nor the availability or operation of the Software to the extent such availability and operation is dependent upon Third Party Services. Trexo does not make any representations or warranties with respect to Third Party Services or any third party providers, and any interaction between Customer and a third party provider is governed by such third party's terms and conditions.

4. Assessment and Reassessment

4.1 Purpose and sequence. The Assessment takes place before any purchase or lease and helps Trexo determine whether the Device is suitable for the End User and how to configure it. The sequence is: (a) you place a Reservation and accept this EULA; (b) Trexo confirms the Reservation and sends you the Assessment Package; (c) your Assessing Clinician completes the Assessment and the Assessment form is submitted to Trexo; (d) you obtain and submit the prescription described in Section 4.5; (e) Trexo reviews the submission and notifies you of the outcome under Section 4.6. Health Data about the End User is collected during this process. The labeled indications for use are shown with the Reservation; whether the Device is suitable for the End User is determined through the Assessment and the prescription, not at the Reservation step.

4.2 Consent to Assessment Services. You consent to Trexo collecting and processing the information you and your Assessing Clinician submit before, during, and after the Assessment, including Health Data, for the purposes of receiving, reviewing, documenting, and improving the Assessment, communicating the outcome and recommendations, configuring the Device, clinical research where de-identified or with required consents and approvals, and product safety, complaint handling, and further development. You authorize your Assessing Clinician and the prescribing practitioner to send the completed Assessment form, the prescription, and related information to Trexo, and you are responsible for any authorization they require under HIPAA or state law to do so. If you provide information about an End User who is a minor or a person under guardianship, you represent that you are that person's parent, legal guardian, or authorized representative and that you consent on their behalf. This EULA applies to your Assessment even if you do not later purchase, lease, or finance a Device.

4.3 How the Assessment is conducted. The Assessment is completed by your Assessing Clinician, in person with the End User, using the Assessment form and the other materials in the Assessment Package. The form is submitted to Trexo online through the link Trexo provides, or on paper or by fax where the clinician prefers. Trexo staff do not perform or attend the Assessment and do not examine the End User. The Assessing Clinician is your own healthcare provider, chosen and engaged by you; you are responsible for that clinician's fees, and the Assessing Clinician's findings are their professional opinion, not Trexo's. The Assessment is a suitability and fitting evaluation for the Device, not a medical examination by Trexo, and does not create a provider-patient relationship between Trexo and the End User. If you or your Assessing Clinician have clinical questions, you may request a clinical review call with Trexo's clinical team, which your clinician may join; that call is informational and is not a medical consultation.

4.4 Pre-delivery check-in; Reassessment. Before a Device is built to order and shipped, Trexo will confirm the delivery location and the End User's current footwear and orthotics with you, and Trexo's customer success team will hold a pre-delivery check-in covering what to expect, the End User's goals, the supervision requirements in Section 6, the support channel, and the Training process. A Reassessment is not normally required. Trexo may request one only where significant time has passed between the Assessment and the planned delivery, and then only to confirm that the End User's size has not changed materially. It consists of current measurements and, where Trexo asks for them, photographs, provided by you or with your Assessing Clinician. Trexo selects the Device size and components based on the Assessment and any Reassessment. Section 4.2 applies to a Reassessment in the same way as to the Assessment.

4.5 Prescription. The Device is a prescription device. Trexo will require a valid order or prescription for the End User (or a letter of medical necessity where Trexo accepts one) from a healthcare practitioner authorized to prescribe it under the laws of the state in which the End User resides. Trexo will not put a Device into production, ship it, or deliver it until it has received the prescription, and Trexo may decline to enter into a Purchase Agreement until then. You may upload the prescription through the link Trexo provides or have the practitioner send it to Trexo directly. Trexo provides the practitioner, on request, with the IFU, the indications for use and contraindications, and clinical evidence; it does not promote use outside the labeled indications. Whether to prescribe the Device for a particular person, including a person outside the labeled indications, is the independent decision of the prescribing practitioner. An Assessment outcome is not a prescription, and a prescription does not by itself oblige Trexo to supply a Device.

4.6 Outcome of the Assessment. After reviewing the Assessment form and the prescription, Trexo may: (a) approve the End User for a Device and provide purchase or lease details; (b) request further information from you, your Assessing Clinician, or the prescribing practitioner; (c) decline to supply a Device (for example, because of a contraindication, characteristics outside the Device's safety parameters, or the absence of a prescription), in which case Trexo will document the reason; or (d) note that you have decided not to proceed. Trexo's approval confirms only that the submitted information meets Trexo's supply criteria; it is not medical advice. Regardless of the outcome, this EULA continues to apply to Trexo's use of the Assessment data, subject to Section 10 and the Privacy Policy. Other than any non-refundable portion of the Reservation stated at checkout, no fee or further obligation arises from a decision not to proceed.

5. Training

5.1 Training required before use. Before operating the Device, each person who will operate it (each Companion of a Consumer Customer, and each Authorized User of an Organizational Customer) must complete Training and pass the associated certification. Trexo issues an individual login to the Software only to persons who have been certified, and may require and verify completion of Training and certification as a condition of enabling the Device or certain Software features.

5.2 How Training is delivered. Training for a Consumer Customer is delivered in person by a Certified Trainer at a Trexo Center or the Certified Trainer's clinic, where the Device is delivered and assembled. The Certified Trainer may be your own physical or occupational therapist, if that therapist applies to and is accepted into the Trainer Network and completes Trexo's trainer certification, or another member of the Trainer Network that Trexo matches to you. The Companion completes the companion training modules provided by Trexo (an online module completed in advance and hands-on modules with the Device and the Software completed with the Certified Trainer, with the End User present) and then a companion certification with the Certified Trainer. Trexo staff join the first set-up of the Device on the End User by live online session, before Training begins, and do not attend the Training itself. Training for an Organizational Customer is delivered to its Authorized Users under the Trexo trainer program described in the Purchase Agreement. Trexo may also deliver parts of Training online, including live online sessions with Trexo staff that may be recorded with notice to you.

5.3 Certified Trainers and Trexo Centers are independent. Certified Trainers are licensed physical or occupational therapists, and Trexo Centers are clinics or practices, that are screened, trained, certified, and periodically recertified by Trexo to deliver Training and size adjustments. They are independent third parties. They are not employees, agents, partners, or joint venturers of Trexo, and Trexo does not direct or control their professional practice. Each Certified Trainer and Trexo Center holds its own professional license, carries its own professional and general liability insurance, exercises its own professional judgment, and is solely responsible for its own professional conduct, its premises, and any physical therapy or other healthcare services it provides to the End User, whether before, during, or after Training. Trexo sets the Training curriculum and certification standard, sends the Certified Trainer the Device, assembly and Training instructions, and the End User's Assessment details, and confirms each certification. The Certified Trainer schedules Training with you directly. Certified Trainers and Trexo Centers are not authorized to make representations or promises on Trexo's behalf or to change the terms of this EULA or the Purchase Agreement. You consent to Trexo sharing the End User's Assessment details and Training records with the Certified Trainer and Trexo Center for these purposes. Nothing in this Section limits Trexo's responsibility under this EULA for the Device, the Software, or the Training curriculum.

5.4 Training content. Training content is licensed to you for your internal use only and may not be copied, shared, redistributed, or used to train any competing product. Trexo may record online Training sessions for quality, safety, support, and clinical research purposes, where de-identified or with required consents and approvals.

5.5 Who counts as trained. For a Consumer Customer, each Companion must complete Training and certification; the End User need not, unless the End User is an adult who will operate the Device independently, which is permitted only where the IFU allows it. Additional Companions must be trained and certified before they operate the Device; whether additional Training sessions are included is set by the Purchase Agreement. An Organizational Customer is responsible for ensuring that only Authorized Users who have completed Training operate the Device, for keeping Training records, and for arranging Training for new staff before they operate the Device.

5.6 Additional Training, check-ins, and size adjustments. After the initial Training, additional Training sessions, size adjustments, and Trexo Center visits are provided as the Purchase Agreement and your service plan state. Every Training session and size adjustment visit must be authorized by Trexo in writing (by email or through the support channel) before it takes place. A visit or session that Trexo has not authorized in writing, including one you arrange directly with a Certified Trainer or Trexo Center, is not a Service under this EULA, does not count against your service plan, is not covered or paid for by Trexo, and is at your own cost and risk under whatever terms you agree with that provider.

5.7 Competency. TREXO IS NOT RESPONSIBLE FOR THE COMPETENCY OF ANY PERSON WHO RECEIVES TRAINING FOR THE OPERATION OR USE OF THE DEVICE OR FOR THE EXERCISE OF SUCH PERSON'S SKILLS AFTER TRAINING.

6. Use of the Device; Instructions for Use; contraindications; safety

6.1 IFU and Documentation. You must use the Device strictly in accordance with the IFU and the other Documentation. The IFU is shipped with the Device and is available from Trexo on request. On matters of safe use, the IFU controls over this EULA.

6.2 Indications, contraindications, and clinician direction. The Device is intended only for individuals who meet the indications for use and safety parameters (including age, height, weight, and range of motion) in the IFU and labeling, which also set out contraindications, warnings, and precautions. You must not use the Device for any End User outside the labeled indications, or where a contraindication applies, unless a licensed healthcare professional has directed that use within the scope of their practice and you have informed Trexo. Trexo does not promote use outside the labeled indications. You are responsible for obtaining the advice of the End User's clinician before use and for stopping use and contacting Trexo and the clinician if any adverse effect is observed. Trexo is not a healthcare provider and does not provide medical advice.

6.3 Supervision in home use. The Device must be operated with the End User only by a certified Companion who remains present and attentive throughout every session, fits the Device, monitors the End User for discomfort or distress, and stops the session when the IFU or the End User's clinician so requires. The supervision requirements are stated in the IFU and are reviewed with you before delivery and during Training.

6.4 Supervision in professional use. An Organizational Customer must ensure the Device is operated only by Authorized Users, and only with End Users who meet the indications and have no contraindications or whose use has been directed by a licensed healthcare professional under Section 6.2. The Customer is responsible for its Authorized Users and for its own clinical protocols, patient consents, and documentation.

6.5 Prohibited uses. The Device is not intended for sports, stair climbing, or any use not described in the IFU. You must not modify the Device, use non-Trexo parts or accessories, or disable or bypass any safety feature.

6.6 Trexo's safety obligations and rights. Trexo is responsible for monitoring the safety and performance of the Device and for corrective action under FDA regulations, including complaint handling, medical device reporting under 21 C.F.R. Part 803, and corrections and removals (recalls) under 21 C.F.R. Part 806. These obligations require Trexo to keep records that may identify the Device, the Customer, and the End User. You agree to cooperate in any complaint investigation, field correction, or recall, including by providing information about the Device's use and condition, making the Device available for inspection or return, and following safety instructions issued by Trexo or FDA. Where necessary to protect safety, Trexo may remotely limit or disable a Device or specific functionality, with advance notice where reasonably possible.

6.7 Reporting. You agree to report to Trexo promptly, at hello@trexorobotics.com or the support contact in the Documentation, any injury, malfunction, or unexpected event involving the Device, whether or not you believe the Device caused it.

7. No transfer; restrictions on resale

7.1 Restriction. You may not sell, transfer, lend, rent, give away, or otherwise dispose of the Device to any other person without Trexo's prior written consent, because: (a) the Device is a prescription medical device subject to FDA traceability, unique device identification, and recall requirements, and Trexo must know who has each Device; (b) safe use depends on Training of the operator, configuration of the Device for the End User, and the supervision requirements in Section 6; and (c) the Software license in Section 3 is personal and non-transferable.

7.2 Consumer Customers. You may not transfer the Device to another family member, another household, or any third party for use. If the End User no longer uses the Device, contact Trexo to discuss return, trade-in, or an authorized transfer.

7.3 Organizational Customers. You may move the Device between facilities operated by the same Customer entity if you notify Trexo of the new location and ensure that Authorized Users there have completed Training. You may not transfer the Device to a different legal entity without Trexo's prior written consent.

7.4 Authorized transfers; disposal. Any transfer Trexo consents to is conditioned on device inspection and recertification, the transferee's acceptance of this EULA, a new Assessment and prescription for the new End User, and Training and certification of the new operators. The Limited Warranty and any service plan do not transfer unless Trexo agrees in writing. Any unauthorized transfer terminates the Software license and voids the Limited Warranty to the extent permitted by law. Do not discard the Device or its battery in ordinary waste; contact hello@trexorobotics.com for return or disposal instructions.

8. Data collected from the Device

8.1 What is collected. The Device and Tablet collect Device Data, together with the End User profile information entered on the Tablet (such as name, profile picture, date of birth, and measurements), and transmit it to Trexo when the Tablet is connected to the internet. Device Data is Health Data when linked to an identifiable End User. The Tablet may also collect approximate location information (for example, from the network connection) for Device security, recall and traceability, and service logistics; Trexo does not use it to track the End User's movements.

8.2 Why it is collected. Trexo collects and processes Device Data and profile information to: (a) provide the Services, including support, Updates, remote diagnostics, and check-ins; (b) monitor Device safety and performance; (c) meet its complaint handling, medical device reporting, and corrections and removals obligations under FDA regulations and respond to lawful regulator requests; (d) improve the Device, Software, and Services, including through Aggregated Anonymous Data; (e) support payer authorization, claims, and audit where your Device is funded by a health plan or program and you have asked Trexo to work with that payer; and (f) conduct clinical research, where de-identified or with required consents and approvals.

8.3 Support channel. Trexo provides customer support and check-ins through the Trexo support application or another channel Trexo designates. Messages, photographs, and videos you send through that channel are Customer Data and may include Health Data; do not use it for emergencies. Trexo may share support communications about the Device with your Certified Trainer where needed to resolve an issue.

8.4 Privacy Policy; login. Full information about how Trexo handles personal information, including your rights, is in the Trexo Privacy Policy at us.trexorobotics.com/privacy, which is incorporated into this EULA by reference. Each certified operator receives an individual login. You must keep logins secure, not share them, and ensure the Device is used only by certified operators for the benefit of the End User.

9. Customer Data, Health Data, Aggregated Anonymous Data, and research

9.1 Customer Data. Customer shall retain all right, title, and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Trexo, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Trexo shall use commercially reasonable efforts to maintain the security and integrity of the Software and the Customer Data. Trexo is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Software unless such access is due to Trexo's gross negligence or willful misconduct.

9.2 Trexo's use of Customer Data. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Trexo may (i) internally use and modify (but not disclose, except as permitted by this EULA, the Privacy Policy, or applicable law) Customer Data for the purposes of (A) providing the Device, Software, and Services to Customer, (B) meeting Trexo's safety, quality, and regulatory obligations described in Sections 6.6 and 8.2, and (C) generating Aggregated Anonymous Data, and (ii) freely use and make available Aggregated Anonymous Data for Trexo's business purposes (including without limitation, for purposes of improving, testing, operating, clinical research, quality assurance, algorithm development, promoting, and marketing Trexo's products and services).

9.3 HIPAA. Trexo is generally not a covered entity under HIPAA when it supplies a Device directly to a Consumer Customer; in that case Health Data is protected under this EULA, the Privacy Policy, and the state laws in Sections 9.4 and 9.5. Where Trexo creates, receives, maintains, or transmits protected health information on behalf of a Customer that is a covered entity or business associate under HIPAA (for example, an Organizational Customer that is a clinic), Trexo acts as a business associate and the parties' business associate agreement ("BAA") governs that information; you agree not to submit protected health information to Trexo without a BAA in place. Where Trexo bills a health plan on your behalf and thereby becomes subject to HIPAA, Trexo will comply with HIPAA for that transaction.

9.4 State consumer health data laws. Health Data collected from consumer Customers may be consumer health data under the Washington My Health My Data Act, the Nevada consumer health data law, the Connecticut Data Privacy Act, and similar laws. Trexo collects, uses, and shares such data only as described in this EULA and the Privacy Policy, does not sell it, and will honor the rights those laws give you, including access, deletion, and withdrawal of consent. Where a state law requires a separate consent for a particular use of Health Data, Trexo will request it separately; your acceptance of this EULA is not that consent.

9.5 CCPA and state privacy laws. Trexo does not sell personal information and does not share it for cross-context behavioral advertising. Health Data is sensitive personal information under the CCPA, and Trexo uses it only for the purposes described in this EULA and the Privacy Policy. Residents of California and other states with comprehensive privacy laws may exercise the rights described in the Privacy Policy at privacy@trexorobotics.com.

9.6 Information about children. Trexo does not knowingly collect personal information directly from children under 13. Information about a minor End User is collected from and with the consent of the End User's parent or legal guardian (or, for an Organizational Customer, from the Customer under its own patient consents). Where the Children's Online Privacy Protection Act ("COPPA") applies to a Trexo online service, Trexo will comply with it, including verifiable parental consent. A parent or guardian may review, correct, or request deletion of information about their child at privacy@trexorobotics.com.

9.7 Security incidents; research; data location. Trexo will notify you within the time required by applicable law of any breach of security involving personal information or Health Data in its custody or control. Trexo may use de-identified data and Aggregated Anonymous Data for research and publications; research involving identifiable Customer Data requires the consents or authorizations applicable law requires. Any use of the End User's name, image, or likeness in marketing requires your separate written consent. You consent to the transfer, storage, and processing of Customer Data in the United States and Canada, and in other countries where Trexo or its service providers operate, subject to applicable law and the Privacy Policy.

10. Retention of data

10.1 Retention. Even after you cease to interact with Trexo (whether or not you ever purchase or lease a Device, and including after return of any Device, expiry of any Limited Warranty, or termination of this EULA), Trexo may continue to retain and use: (a) identifiable Customer Data, only to the extent required by law (including FDA complaint, medical device reporting, and traceability record retention requirements), for documentation of Assessment outcomes and Training records, or for the establishment, exercise, or defense of legal claims; and (b) Aggregated Anonymous Data, without restriction.

10.2 Deletion. Trexo retains personal information and Health Data only as long as necessary for the purposes in this EULA and the Privacy Policy or as required by law, and will securely delete or de-identify it thereafter. Deletion requests may be sent to privacy@trexorobotics.com; Trexo will explain any legal basis on which it must decline or defer a request.

11. Lifecycle of this EULA

11.1 Effective Date. This EULA becomes effective between you and Trexo at the earliest of: (a) you placing a Reservation, which includes accepting this EULA at checkout; (b) the Assessment form or a prescription for the End User being submitted to Trexo by you or on your behalf; (c) the End User taking part in an Assessment or any Reassessment; (d) you or a Companion accessing Training, including any online Training module; (e) you or the End User using or trying a Device, including at a trial, clinic visit, or event; (f) you clicking "I agree" or an equivalent button, or signing a form that references this EULA; or (g) you signing a Purchase Agreement.

11.2 Software license period. The license in Section 3 starts when you first access the Software and continues, for as long as you comply with this EULA, for the supported life of the Device as stated in the Purchase Agreement. The license terminates immediately when: (a) you cease to own or rightfully possess the Device (including by return during the Trial Period, sale, transfer, disposal, or the end of a lease); (b) this EULA is terminated for material breach under Section 11.4; or (c) Trexo has discontinued support for the Device after the end of its supported life and has given you reasonable notice.

11.3 If you do not acquire a Device. If you accept this EULA at Reservation, Assessment, or Training but do not purchase or lease a Device, this EULA continues to apply to Trexo's use of the Customer Data already collected, subject to Section 10 and the Privacy Policy. Other than any non-refundable portion of the Reservation stated at checkout, no fees or further obligations arise as a result of not proceeding.

11.4 Termination for material breach. In the event of a material breach of this EULA by either party, the non-breaching party may terminate this EULA by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Trexo may suspend or limit access to the Software or the Device if continued use poses a material safety risk to the End User or others, or if Customer's use results in (or is reasonably likely to result in) damage to or material degradation of Trexo systems; provided that Trexo shall use commercially reasonable efforts to give prior notice describing the issue and shall reinstate access if Customer remediates the issue within thirty (30) days of receipt of such notice.

11.5 Effect of termination. Upon termination of this EULA: (a) the Software license terminates and you must cease use of the Software and, where the Device is leased or title has not passed to you, return the Device as the Purchase Agreement requires; (b) upon request by Customer made within thirty (30) days after termination, Trexo shall make available a copy of Customer's identifiable Customer Data in a commonly used electronic format; (c) Trexo may retain Customer Data as set out in Section 10; and (d) all provisions of this EULA which by their nature should survive termination shall survive, including ownership, data, warranty disclaimer, indemnity, limitation of liability, governing law, and dispute resolution provisions. Termination of a Purchase Agreement does not by itself terminate this EULA as it applies to Customer Data.

12. Intellectual property; ownership; feedback

12.1 Ownership. As between the parties, Trexo retains all right, title, and interest in and to the Software, the Documentation, the Services, the Trexo name and marks, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Trexo for the purposes of this EULA, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder shall be deemed a part of the Software and subject to all of the terms and conditions of this EULA. No rights or licenses are granted except as expressly and unambiguously set forth in this EULA. Where you purchase a Device, only the physical hardware becomes your property; title to the hardware confers no right to disassemble, reverse engineer, imitate, or remanufacture the Device, or to remove or deface any patent markings, notices, or marks on it.

12.2 Feedback. Customer may (but is not obligated to) provide suggestions, comments, or other feedback to Trexo with respect to the Device, Software, or Services ("Feedback"). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Trexo notwithstanding anything else. Trexo acknowledges and agrees that all Feedback is provided "AS IS" and without warranty of any kind. Customer shall, and hereby does, grant to Trexo a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this EULA will impair Trexo's right to develop, acquire, license, market, promote, or distribute products, software, or technologies that perform the same or similar functions as, or otherwise compete with, any products, software, or technologies that Customer may develop, produce, market, or distribute.

13. Disclaimers

13.1 General disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN THE LIMITED WARRANTY, OR IN A PURCHASE AGREEMENT, THE SOFTWARE, THE SERVICES, THE ASSESSMENT, THE TRAINING, AND ANY TRIAL USE OF A DEVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

13.2 Medical device performance. Trexo represents that the Device has been cleared by the U.S. FDA for the indications for use stated in its labeling. THE DEVICE AND THE SOFTWARE DO NOT PROVIDE MEDICAL DIAGNOSIS OR TREATMENT. CLINICAL DECISIONS REMAIN WITH QUALIFIED HEALTHCARE PROFESSIONALS. Trexo does not represent that use of the Device will produce any particular clinical outcome for any End User.

13.3 Limited Warranty and consumer rights. The Limited Warranty delivered with a purchased Device is a separate written warranty governed by the Purchase Agreement and, where applicable, the Magnuson-Moss Warranty Act. Nothing in this EULA limits, modifies, or conditions your rights under the Limited Warranty. Some states do not allow the exclusion of implied warranties, so Section 13.1 may not apply to you in full, and nothing in this Section 13 limits any non-waivable right you have under the consumer protection laws of your state.

14. Limitation of liability

14.1 Exclusion of certain damages. EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS, FOR CUSTOMER'S BREACH OF SECTIONS 3 OR 7, AND AS PROVIDED IN SECTION 14.3, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS EULA (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION).

14.2 Cap. EXCEPT AS PROVIDED IN SECTION 14.3, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO TREXO UNDER ANY PURCHASE AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER, OR, WHERE CUSTOMER HAS NOT PAID ANY FEES TO TREXO, ONE THOUSAND U.S. DOLLARS (USD 1,000).

14.3 What is not limited. Nothing in this EULA excludes or limits either party's liability for: (a) death or personal injury caused by that party's negligence or gross negligence; (b) fraud or willful misconduct; (c) liability under the Limited Warranty to the extent the Magnuson-Moss Warranty Act or state law prohibits its limitation; (d) product liability that cannot be excluded or limited under applicable state law; or (e) any other liability that cannot be excluded or limited by applicable law.

14.4 Consumer Customers. Sections 14.1 and 14.2 apply to a consumer Customer only to the extent permitted by the law of the state in which the Customer resides; some states do not allow the exclusion or limitation of incidental or consequential damages. The parties agree that Sections 13 and 14 reflect a reasonable allocation of risk and are an essential basis of the bargain between them.

15. Indemnification

15.1 Mutual intellectual property indemnity. Each party ("Indemnitor") shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives (collectively, the "Indemnitee") from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) ("Losses"), that arise from or relate to any claim that (i) Customer's use of the Software or Device in breach of this EULA (in the case of Customer as Indemnitor), or (ii) the Software (in the case of Trexo as Indemnitor), infringe, violate, or misappropriate any third party intellectual property or proprietary right.

15.2 Organizational Customer indemnity. If Customer is an organization, Customer shall also defend, indemnify, and hold harmless the Trexo Indemnitees from all Losses arising from any third party claim (including a claim by an End User or their representative) to the extent arising from (a) use of the Device by a person who has not completed Training or outside the IFU, (b) Customer's clinical decisions, protocols, or patient consents, (c) Customer's breach of Section 9.3, or (d) modification of the Device or use of non-Trexo parts or accessories.

15.3 Procedure. Each Indemnitor's indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor's expense).

15.4 Exclusions. The foregoing obligations of Trexo do not apply with respect to the Software to the extent (a) not created or provided by Trexo (including any Customer Data), (b) modified after delivery by Trexo, (c) combined with other products, processes or materials not provided by Trexo (where the alleged Losses arise from such combination), (d) Customer continues allegedly infringing activity after being notified thereof, or (e) Customer's use of the Software is not strictly in accordance herewith.

15.5 Consumer Customers. Section 15.2 does not apply to consumer Customers. Section 15.1(i) applies to a consumer Customer only to the extent permitted by the law of the state in which the Customer resides.

16. Governing law; dispute resolution; arbitration; class-action waiver

16.1 Governing law. This EULA, and any dispute or claim arising out of or relating to it, the Device, the Software, or the Services, is governed by the laws of the State of Delaware and the federal laws of the United States applicable therein, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs Section 16.2 and nothing in this Section deprives a consumer Customer of the protection of mandatory consumer protection laws of the state in which the Customer resides.

16.2 Dispute Resolution; Arbitration; Class-Action Waiver. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. (i) Informal resolution: before starting arbitration or a court action, a party must send the other a written notice of dispute describing the claim and the relief sought, and the parties will try in good faith to resolve the dispute within sixty (60) days. (ii) Binding arbitration: except as provided in (iv) and (v), any dispute, claim, or controversy arising out of or relating to this EULA, the Device, the Software, or the Services, including its formation, validity, or termination, will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect (or, where the Customer is an organization, its Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in the county where the Customer resides or by video conference, and, for a consumer Customer, Trexo will pay all AAA filing, administrative, and arbitrator fees above the amount the Customer would pay to file in court. The arbitrator may award any relief available in court on an individual basis. (iii) Class-action waiver: EACH PARTY AGREES THAT DISPUTES WILL BE ARBITRATED OR LITIGATED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, TO THE EXTENT PERMITTED BY APPLICABLE LAW. (iv) Exceptions: either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in court to protect its intellectual property or to address an imminent safety risk. (v) Opt-out: the Customer may opt out of this arbitration agreement by emailing hello@trexorobotics.com with the Customer's name, the End User's initials, the Reservation or Order No. if any, and a clear statement of opt-out within thirty (30) days after the Effective Date; opting out does not affect any other provision of this EULA. An opt-out under a Purchase Agreement is also an opt-out under this EULA, and vice versa. (vi) Jury waiver: to the extent a dispute proceeds in court rather than arbitration, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL to the extent permitted by applicable law, and submits to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

16.3 Severability of the arbitration agreement. If the class-action waiver in Section 16.2(iii) is found unenforceable as to a particular claim, that claim will proceed in the courts identified in Section 16.2(vi); the remainder of Section 16.2 remains in effect. A single arbitration may address claims under both this EULA and a Purchase Agreement.

17. Other applicable documents and miscellaneous

17.1 Other documents. The following are incorporated into this EULA by reference and apply alongside it: (a) the Privacy Policy, at us.trexorobotics.com/privacy; (b) the Purchase Agreement, including the Limited Warranty and the Trial Period; (c) the IFU and Documentation; and (d) where applicable, the BAA. If there is a conflict, the IFU prevails on safe use, the BAA on protected health information, and a signed Purchase Agreement on commercial terms, warranty, and returns.

17.2 Entire agreement. This EULA, together with the documents listed in Section 17.1, represents the entire agreement between Customer and Trexo with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals with respect thereto.

17.3 Notices. All notices under this EULA shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notice to Trexo shall be sent to the address in Section 17.11 or to legal@trexorobotics.com. Notices to the Customer may be sent to the email or postal address the Customer provided at Reservation, in a Reassessment, or in the Purchase Agreement.

17.4 Modification and waiver. Trexo may update this EULA by posting the updated version at us.trexorobotics.com/eula and, for material changes, by notifying you by email, mail, or a notice in the Software at least thirty (30) days before the change takes effect. Updates will not materially reduce your rights under this EULA without your consent, and will not change the price, warranty period, or included services stated in a signed Purchase Agreement. Your continued use of the Device, Software, or Services after the effective date of an update constitutes acceptance of it. Except as otherwise provided herein, no modification of this EULA shall be effective unless agreed by both parties in writing, and no waiver shall be effective unless in writing and signed by the waiving party. The failure of either party to act with respect to a breach shall not constitute a waiver of such breach or any subsequent breaches.

17.5 Force majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including, without limitation, fire, flood, severe weather, earthquake, power or Internet failure, denial of service attacks, acts of God, war, terrorism, riots, labor disruptions, or any laws, orders, or acts of any government or court.

17.6 Assignment. Neither party may assign any of its rights or obligations hereunder without the other party's consent; provided that (i) Trexo may assign all of its rights and obligations hereunder without such consent to an affiliate or to a successor-in-interest in connection with a sale of substantially all of its business relating to this EULA, and (ii) Trexo may utilize subcontractors (including its affiliates) in the performance of its obligations hereunder and remains responsible for their performance of Trexo's obligations under this EULA. This clause does not make Trexo responsible for the professional conduct or healthcare services of Certified Trainers or Trexo Centers, which Section 5.3 governs.

17.7 No agency. No agency, partnership, joint venture, or employment relationship is created as a result of this EULA and neither party has any authority of any kind to bind the other in any respect.

17.8 Attorneys' fees. In any action or proceeding between Trexo and an organizational Customer to enforce rights under this EULA, the prevailing party shall be entitled to recover costs and attorneys' fees. In a proceeding involving a consumer Customer, each party bears its own fees except as awarded under applicable law or the AAA Consumer Arbitration Rules.

17.9 Severability. If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions remain in full force, subject to Section 16.3.

17.10 Electronic acceptance; export. This EULA may be accepted electronically, and electronic acceptance and records have the same legal effect as handwritten signatures and paper records under the federal Electronic Signatures in Global and National Commerce Act and applicable state law. The Software and Device are subject to U.S. export control laws, and you will not export or re-export them except in compliance with those laws.

17.11 Questions. If you have any questions about this EULA, please contact:

TREXO ROBOTICS HOLDINGS, INC.

440 N Barranca Ave #1001, Covina, CA 91723

hello@trexorobotics.com | privacy@trexorobotics.com | legal@trexorobotics.com

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