DATAQ END USER LICENSE AGREEMENT

IMPORTANT – READ CAREFULLY

This End-User License Agreement (“EULA”) is entered into pursuant to a Master Agreement (the “Agreement”) between you (“Client”) and Prime DataQ Health, LLC (“DataQ”). This EULA is a legal agreement that allows you to utilize the software belonging to DataQ (the “Software”). BY INSTALLING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT INSTALL, ACCESS OR USE THE DATAQ SOFTWARE.

The Software is protected by trade secret laws, U.S. copyright laws, international copyright laws and treaties, and other intellectual property laws and treaties. Your rights to use the Software are strictly limited to those that are expressly set forth in the Agreement and this EULA. DataQ hereby reserves all other rights relating to the Software. The Software is licensed, not sold.

GRANT OF LICENSE. DataQ grants you a nonexclusive, nontransferable, revocable and limited license to use the Software in accordance with, and subject to, the terms of this EULA.
RESTRICTIONS AND LIMITATIONS. You may not use the Software for any purpose that is not expressly permitted in the Agreement or this You may not use the Software to process data for any other person unless you are expressly permitted to do so under the terms of this EULA, may not modify, copy, duplicate, reproduce, reverse engineer, decompile, disassemble, separate, adapt, or translate the Software, reduce the Software to human readable form, or create derivative works based on the Software. You may not sell, lease, lend, license, sub-license, or otherwise assign or distribute the Software or any right to use the Software. You may not knowingly use any Software in a manner that could damage, disable, overburden or impair any DataQ service, or the network connected to any DataQ service, or interfere with any other party’s use and enjoyment of the Software or any DataQ services. You do not acquire any ownership interest in the Software under this EULA, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions and restrictions, under this EULA. DataQ reserves and shall retain its entire right, title and interest in and to the Software, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this EULA.
PATIENT FACING APPLICATIONS. DataQ provides patient-driven services that allow patients to communicate, coordinate and manage medical care with the healthcare provider. When you use these patient-facing services:
1. You are consenting to receive messages through the portal web messaging services.
2. By accessing, using or downloading any of the Services, you represent and warrant that you are 18 years old or older, or otherwise that your parent(s) or guardian(s) have consented in writing to your use of the services.
3. You will not be entitled to the SLA or uninterrupted functionality.
DEVELOPER ACCESS. Additional terms of service for developers accessing the Software can be found at Developer Terms of Service.
ADDITIONAL SOFTWARE. DataQ may provide you with support services related to the Software (“Support”). Any supplemental software provided to you as Support will be a part of the Software and subject to the terms of this Any updates, additions, and supplements that may be provided to you with regard to the Software (“Supplements”) will, regardless of the manner or form in which you receive them, be a part of the Software and subject to the terms of this EULA; provided, however, that if Supplements are provided to you with a separate license agreement, that separate license agreement will govern those Supplements. DataQ is not under any obligation to provide updates or to continue to provide or enable any particular features or functionality, but may do so as deemed necessary solely by DataQ. DataQ’s SLA is available at EHR Service Level Agreement (SLA).
ELECTRONIC UPLOADS OF PHI. Although DataQ may provide interfaces that can be configured and used to electronically upload protected health information (PHI), as such term is defined in HIPAA, you acknowledge and agree that you will be solely responsible for the content, accuracy, completeness, quality, integrity and legality of any and all PHI and other data uploaded by you into the Software. Furthermore, you are responsible for obtaining any necessary patient consents and authorizations in order to include the applicable PHI and other data uploaded by you into the You further acknowledge that DataQ does not verify the nature or status of any data being used, disclosed, accessed or transferred by you as part of the Software services. You must make independent and informed decisions in compliance with all applicable law prior to initiating such electronic uploads of patient information and specifically must not upload any PHI or other data (a) for which the applicable patient has opted out of being uploaded into Software; and/or (b) for which applicable law requires a specific patient authorization or consent, where such authorization or consent has not been obtained by you.
THIRD PARTY APPLICATIONS. Some Software features utilize use 3^rd party applications which may be beyond the control of DataQ. You may be required to review, understand, and agree to the terms of use required by such 3^rd
INDEMNIFICATION. Without regard to whether End-User’s claim is based on the negligence, passive, active or otherwise, of DataQ, its contractors or both, End-User hereby absolutely and unconditionally agrees to indemnify and defend DataQ and its contractors, and to hold them harmless from and against any and all claims, liabilities, costs, and damages (including attorneys’ fees) arising, made, incurred, or suffered, directly or indirectly, by any person from or in connection with End-User’s use of the programs and the product for any reason, including any negligent act, omission or misconduct caused by End- Users, or End-User’s members, clients, patients, providers, or customers, as applicable, in undertaking and refusing to undertake professional medical services and for any errors, misinformation, or undocumented information in the data input to the programs.
RIGHT TO AUDIT. DataQ may audit End- User’s usage of the Software and records for the purpose of confirming End-User’s compliance with the terms of this EULA.
THIRD PARTY BENEFICIARY. DataQ shall be a third-party beneficiary of this Agreement.
U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is licensed to you under this EULA with RESTRICTED RIGHTS. The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. The manufacturer of the Software is Prime DataQ Health, LLC.
EXPORT RESTRICTIONS You may not export or re-export the Software to any country, person, entity or end user subject to U.S. export restrictions.
TERMINATION. Notwithstanding anything contained in the Agreement to the contrary, and without limiting any other rights or remedies available to DataQ, DataQ may immediately terminate this EULA if you violate any of the terms of this
WARRANTY AND LIMITATIONS. DataQ makes the following warranties: (a) during the term of this Agreement, DataQ’s Software, when used under normal and intended usage conditions, will perform as necessary for the performance of the Services and in compliance with any performance specifications set forth for them in a DataQ instruction manual; (b) when used for their intended purposes, the Software will not infringe any intellectual property rights belonging to any third party; (c) the Software will be provided in accordance with applicable law; and (d) absent some action by a threat actor, the Software will not contain any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or any other code designed or intended to have, or capable of performing, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which code is stored or installed, or (ii) damaging or destroying any data or file without the user’s DataQ makes these warranties on the following conditions: (y) DataQ’s sole and exclusive obligation as to any claim under these warranties is the repair or replacement with a comparable product (at DataQ’s option) of DataQ’s Software within a commercially reasonable time following DataQ’s substantiation of that claim, and (z) DataQ will have no obligation under these warranties with respect to any repair or replacement of the DataQ Software that is necessitated by misuse, abuse, damage or neglect by Client.EXCEPT FOR THE WARRANTIES MADE BY DATAQ IN THE AGREEMENT OR EULA, DATAQ DOES NOT MAKE ANY WARRANTY TO YOU OR ANY OTHER PERSON, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY RELATING TO CONDITION, ACCURACY, RELIABILITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATAQ HEREBY DISCLAIMS ALL SUCH WARRANTIES. DATAQ DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY WARRANTY, EITHER EXPRESS OR IMPLIED, WITH REGARD TO ANY EQUIPMENT AND SUPPLIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY REGARDING THE CONDITION OF EQUIPMENT OR SUPPLIES OR THEIR MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DATAQ BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, PROFITS OR OPPORTUNITY) RELATING TO THIS EULA OR YOUR USE OF THE SOFTWARE, EVEN IF DATAQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LOGIN INFO AND ACCESS. Your access to the Software must be via login credentials (“Login Credentials”). You agree that you are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs under those Login Credentials resulting from your acts or omissions. You agree to notify us immediately if you believe that any of your Login Credentials have been or may be used without your permission so that appropriate action can be taken. You may not (i) create more than one organization account to access the Software, (ii) share your Login Credentials with any third party nor (iii) transfer your account to any third party. DataQ is not responsible for any loss or damage caused by you as a result of your failure to safeguard your Login DataQ may terminate any Login Credentials in its reasonable discretion; you may not be permitted to create a new account to access the Software if your prior Login Credentials have been terminated by DataQ. You agree to provide, maintain and update true, accurate, current and complete personal information on the screens that collect information from you in connection with the Software, and represent that you will not misrepresent your identity or your affiliation with any person or entity.
GOVERNING LAW. This EULA is governed by the laws of the United States and the State of Texas, without regard to the laws of any jurisdiction that concern choice or conflict of laws.
SEVERABILITY. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions of this EULA will continue in full force and effect.

Acknowledged, understood, and accepted by Client.