TRUEmanager^® Diabetes Management Software EULA

THIS SOFTWARE END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND TRIVIDIA HEALTH, INC.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND USE THE SOFTWARE.

TRIVIDIA HEALTH, Inc., its agents, assignees, dealers, distributors, employees or licensors, if any.

“Software” means only the TRIVIDIA HEALTH Software program(s) supplied by TRIVIDIA HEALTH herewith, including all corresponding documentation, printed materials, electronic documentation and associated media, and all updates or upgrades that are provided to you.

The Software is protected by intellectual property laws and treaties. TRIVIDIA HEALTH permits you to use the Software only in accordance with the terms of this Agreement. The Software is licensed, not sold.

No TRIVIDIA HEALTH agent, dealer or employee is authorized to make any amendment to this Agreement.

Subject to the terms and conditions of this Agreement, TRIVIDIA HEALTH grants to you the following non-exclusive and non-transferable right to install, use and reproduce one back-up copy of the Software with the following limitations:

(i) You may not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Software;

(ii) You may not redistribute, encumber, sell, rent, lease, sublease or otherwise transfer rights to the Software to someone else; and

(iii) You may not remove or alter any trademark, trade name, product name, logo, copyright or label in the Software.

This Agreement may be terminated by TRIVIDIA HEALTH immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination, you must immediately destroy all copies of the Software, including all backup copies. TRIVIDIA HEALTH shall have the right to change or add to the terms of this Agreement at any time, and to change, discontinue or impose conditions on any feature or aspect of the Software, or any internet-based services provided to you or made available to you through the use of the Software. Such changes shall be effective upon the notification by any means reasonable to give you actual or constructive notice, or upon posting such terms in the Software. Your continued use of the Software will indicate that you agree to any such change.

You acknowledge and agree that the Software, related services and content are not “HIPAA-ready” (The Health Insurance Portability & Accountability Act of 1996) or “HIPAA-compliant” and TRIVIDIA HEALTH will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

All title and intellectual property rights in and to the Software (including but not limited to all images, photographs, animations, video, audio, music, text, “applets” incorporated into the Software and any other information incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by TRIVIDIA HEALTH. The Software is protected by copyright laws and international treaty provisions. Accordingly, you are required to treat the Software like any other copyrighted material, except as otherwise allowed pursuant to this Agreement.

THE SOFTWARE IS PROVIDED TO YOU FREE OF CHARGE, AND ON AN “AS-IS” BASIS. TRIVIDIA HEALTH PROVIDES NO TECHNICAL SUPPORT, WARRANTIES OR REMEDIES FOR THE SOFTWARE AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE. ALSO, THERE ARE NO WARRANTIES OR CONDITIONS OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TRIVIDIA HEALTH, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

TRIVIDIA HEALTH BEARS NO RESPONSIBILITY IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRIVIDIA HEALTH ITS AGENTS, SUPPLIERS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCEDENTAL, INDIRECT, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, OR CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF TRIVIDIA HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATION MAY NOT APPLY.

IN NO EVENT SHALL TRIVIDIA HEALTH’S TOTAL LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00).

This Agreement and any disputes arising hereunder or in connection therewith shall be governed by and interpreted in accordance with the laws of the state of Florida.

The provisions of this Agreement shall be severable, and if any of them is held to be invalid or unenforceable for any reason, such provision shall be modified to the extent necessary to cure such invalidity. The invalidity or unenforceability of one provision shall not affect any other provision of this Agreement.

All rights not expressly granted are reserved by TRIVIDIA HEALTH.

This Agreement (including any addendum or amendment whether or not included with the Software) is the entire agreement between you and TRIVIDIA HEALTH relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this Agreement. To the extent the terms of any other TRIVIDIA HEALTH policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control.

© 2019 TRIVIDIA HEALTH, Inc. All rights reserved.