PLEASE READ THE FOLLOWING TERMS OF USE BEFORE CONTINUING

- TERMS OF USE -

Your use of this Preventice Technologies, Inc. (“Preventice”) software, whether by download, via the Internet, as part of a device or piece of equipment, or on software media, including all databases, data, and documentation contained therein or provided therewith (the "Software") is subject to the agreement between your organization and Preventice (the “Agreement”) and these Terms of Use. By clicking on the “Accept” button, or otherwise downloading, accessing or using Software, you acknowledge that you have read and understand these Terms of Use for the Software, and you accept all such terms and conditions and agree to be legally bound by them.

If you do not accept the terms of the Agreement and these Terms of Use, you are not permitted to use the Software. Please click the “Cancel” button and do not download, access or use the Software.

1. License. Preventice grants, and you hereby accept, a nonexclusive, nontransferable, revocable license to use the Software on the terms and conditions set forth herein. You may not do any of the following yourself, or through any third party, and you may not permit any third party with whom you have a business or personal relationship to do any of the following: (A) copy the Software; (B) modify, translate, adapt, or otherwise or create derivative works based upon the Software; (C) decompile, disassemble, or reverse engineer the Software in whole or in part, or otherwise seek to obtain or derive the source code of Software; (D) defeat, disable, or circumvent any protection mechanism related to the Software; (E) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Software, or, in particular, without limiting the generality of the foregoing, distribute the Software on any media; make the Software accessible to the public or third parties, whether over networks, electronic bulletin boards, websites, or otherwise; or allow any third party to use the Software; (F) remove or obscure any proprietary notices in the Software; or (G) publish or otherwise communicate any review of, or information about, the performance of the Software to any third party without the prior written consent of Preventice; or (H) export, re-export, download, or otherwise use the Software in violation of any laws or regulations, including U.S. Department of Commerce Export Administration regulations and other applicable laws.

2. Termination. Preventice may at its sole discretion terminate your access to the Software at any time, with or without prior notification, in the event you fail to comply with the Agreement and these Terms of Use.

3. Copyright and Restrictions. The Software, including all text and other content therein ("Content") is the property of Preventice or its licensors, and is protected by copyright and other intellectual property laws. None of the Content may be reproduced, transcribed, stored in a retrieval system, translated into any spoken language or computer language, retransmitted in any form or by any means (electronic, mechanical, photocopied, recorded, or otherwise), resold, or redistributed without the prior written consent of Preventice.

4. Content Provided by Preventice. The Content is no substitute for individual patient assessment based upon the healthcare provider's examination of each patient and consideration of laboratory data and other factors unique to the patient. The Software should be used as a tool to help you or anyone reach or understand diagnostic and treatment decisions, bearing in mind that individual and unique circumstances may lead to independent treatment decisions.

5. Protection and Security. You acknowledge that information created, accessed or otherwise processed in or through the Software may be considered Protected Health Information (“PHI”) under the Health Insurance Portability and Accountability Act of 1996 or its implementing regulations ("HIPAA"), Personal Data under the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and/or information subject to other such laws, rules and regulations (collectively, “Data Protection Laws”). You shall use the Software in compliance with all applicable Data Protection Laws. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to protection or security feature in the Software. You shall take all reasonable steps to ensure that no unauthorized person shall have access to the Software. You shall not divulge, sublicense, assign, or transfer to any third party the user name and password established during registration or provided to you. You understand that provision of the user name and password may be required prior to each use of the Software and acknowledge that your access to and activity within the Software may be monitored by Preventice for quality, compliance and security purposes. The Software and Content are the valuable property of Preventice, the unauthorized use or disclosure of which would irreparably harm Preventice. Upon learning of any unauthorized possession or use of or access to the Software, you will promptly notify Preventice, furnish details of such occurrence, assist in preventing any recurrence thereof and will cooperate fully in any litigation or other proceedings undertaken to protect Preventice’s rights.

6. DISCLAIMER OF WARRANTY. You expressly acknowledge and agree that use of the Software and the Content is at your sole risk. Preventice does not directly or indirectly practice medicine or dispense medical services and assumes no liability for the Content. You assume full responsibility for the appropriate use of medical information contained in the Software and agree to hold Preventice, and its third party providers, harmless from any and all claims or actions arising from your use of the Software or the Content.

THE SOFTWARE AND THE CONTENT ARE PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE SERVERS ARE PROVIDED "AS IS" AND AS AVAILABLE, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

Preventice does not warrant that the Software or the Content will meet your requirements, or that the operation of the Software will be secure, timely, uninterrupted or error-free, or that defects in the Software will be corrected. Furthermore, Preventice does not warrant or make any representation regarding the use or the results of the use of the Software (including the related documentation) or the Content in terms of their correctness, accuracy, reliability, quality, or otherwise. Should the Software prove defective, you or your Organization (and not Preventice) assume the entire cost of all necessary servicing, repair, or correction.

PREVENTICE EXPRESSLY DISCLAIMS ANY WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, LACK OF VIRUSES, SYSTEM INTEGRATION, OR NONINTERFERENCE WITH RESPECT TO THE SOFTWARE OR THE CONTENT.

The Software may be provided with third party plug-ins or other third party software, or this Software may be provided as a plug-in for, or otherwise in association with, third party software. Use of any such third party software will be governed by the applicable license agreement, if any, with such third party.

PREVENTICE IS NOT RESPONSIBLE FOR ANY THIRD PARTY SOFTWARE AND WILL HAVE NO LIABILITY OF ANY KIND FOR YOUR USE OF SUCH THIRD PARTY SOFTWARE AND MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO SUCH THIRD PARTY SOFTWARE.

No salesperson or other representative of any party involved in the distribution of the Software is authorized to make any warranties with respect to the Software or the Content beyond those contained herein. Oral statements do not constitute warranties, shall not be relied upon by you, and are not a part of the Agreement or these Terms of Use.

7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL PREVENTICE, OR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION, PROMOTION, OR MARKETING OF THE SOFTWARE OR THE CONTENT, BE LIABLE TO ANY OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, RELIANCE, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA, BUSINESS INTERRUPTION, LOSS OF USE, LOST REVENUE, LOST PROFITS, OR FAILURE OT REALIZE SAVINGS OR OTHER BENEFITS, ARISING OUT OF OR RELATING TO THIS LICENSE OR THE SOFTWARE OR THE CONTENT, EVEN IF PREVENTICE OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PREVENTICE’S TOTAL LIABILITY UNDER THE AGREEMENT AND THESE TERMS OF USE, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE SOFTWARE FEE PAYMENTS ACTUALLY RECEIVED BY PREVENTICE FROM YOUR ORGANIZATION IN THE 12 MONTHS PRIOR TO THE DATE OF THE ACTION GIVING RISE TO THE CLAIM.

You may not assign your rights or obligations under these Terms of Use to anyone without the advance written consent of Preventice.

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