Disclaimer

You are attempting to download or install certain iTriage software (the "Software") and/or electronic databases (each, a "Database") provided by Healthagen LLC ("Healthagen"). Healthagen is willing to grant you, or, if you represent an entity or other organization, that entity or organization, (in either case, "You") a limited license to download, install, and operate the Software and Database(s) (collectively, the "Platform") and to access and use certain online services accessible through the Platform (the "Services") on the condition that You accept and agree to be bound by the terms of this License and Services Agreement (the "Agreement"). IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE EXIT THE DOWNLOAD OR INSTALLATION PROCESS NOW AND REFRAIN FROM ANY FURTHER USE OF OR ACCESS TO THE SOFTWARE.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW (OR BY OTHERWISE DOWNLOADING, INSTALLING, USING, or accessing THE PLATFORM or services), YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND YOU AGREE (ON YOUR OWN BEHALF AND, If You represent an entity or other organization, ON BEHALF OF THAT ENTITY OR ORGANIZATION AND ANY OTHER INDIVIDUALS WITHIN THAT ENTITY OR ORGANIZATION using or accessing the platform or the services) TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS OF THE DATE ON WHICH YOU FIRST CLICK THE "ACCEPT" BUTTON, OR OTHERWISE FIRST DOWNLOAD, INSTALL, USE, OR ACCESS THE PLATFORM (SUCH DATE, THE "EFFECTIVE DATE"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, HEALTHAGEN WILL NOT GRANT YOU ACCESS TO THE PLATFORM OR THE SERVICES, AND YOU SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW TO DISCONTINUE THE DOWNLOAD OR INSTALLATION PROCESS.

This Agreement consists of the following terms and conditions. Unless otherwise amended as set forth herein, this Agreement will be the complete and exclusive understanding and agreement between the parties governing Your access to and use of the Platform and Services, and will supersede any oral or written proposal, agreement, or other communication between the parties, regarding Your access to and use of the Platform or Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties, provided that Healthagen may modify the Platform or Services at any time with or without notice to You. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. This Agreement is in the English language only, which language will be controlling in all respects.

ACCESS TO THE PLATFORM.
Subject to Your compliance with, and during the term of, this Agreement, Healthagen grants you a non-exclusive, personal, non-transferable, non-sublicensable limited license solely to install and operate the Software and to access the Databases through the Software on a single personal mobile electronic device or smart phone owned or controlled by You (a "PDA") only for Your own internal, non-commercial purposes in accordance with this Agreement and any applicable documentation accompanying the Platform or otherwise provided to You by Healthagen. Except as expressly set forth in the previous sentence, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to the Platform, or any intellectual property rights therein or related thereto, and You may not use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any portion of the Platform without the prior written permission of Healthagen.

ACCESS TO THE SERVICES.
Subject to Your compliance with, and during the term of, this Agreement, Healthagen will provide You with the right to access and use the Services through the normal operation of the Software solely for Your own internal, non-commercial purposes in accordance with this Agreement and any applicable documentation accompanying the Platform or otherwise provided to You by Healthagen. Your rights are personal, non-transferable and non-sublicensable and You may access and use the Services only as expressly set forth in the previous sentence.

ACCOUNTS.
As applicable, You may be permitted to establish an account to access the Services (an "Account"). Each Account and the user identification and password for each Account (the "Account ID") is personal in nature. If You are an individual, each Account ID may be used only by You alone. If You are acting on behalf of an entity or organization, each Account ID may be used only by a single designated individual within Your organization. You will be solely responsible for all use of the Services through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify Healthagen immediately if any Account ID is lost, stolen or otherwise compromised. You acknowledge that You will be fully responsible for all liabilities and damages incurred through the use of Your Account or under any Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In no event will Healthagen be liable for the foregoing obligations or the failure by You to fulfill such obligations.

LIMITATIONS AND Restrictions ON ACCESS.
The Platform, including the Software (and its structure, organization, and source code), Databases (and all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content (collectively, "Content") contained in or available through the Databases and the structure, selection, coordination and arrangement of the Databases and Content), the Services, and the software, hardware and other technology used by or on behalf of Healthagen to provide the Services (the "Technology") are the property of Healthagen (or its licensors) and are protected by applicable intellectual property laws. Access to the Platform and Services is licensed, not sold, to You for use only under the terms of this Agreement. You may utilize the Platform and Services solely as expressly set forth in this Agreement. Healthagen reserves all rights not expressly granted to You under this Agreement. In particular, You may not, and will not permit any other third party to: (1) modify, adapt, alter, translate, or create derivative works from the Platform or Services; (2) use or merge the Platform or Services, or any component or element thereof, with other software, databases, or services not provided by Healthagen; (3) sublicense, distribute, sell, or otherwise transfer the Platform or Services (or the use thereof) to any third party; (4) use the Platform or Services for service bureau use, or lease, rent or loan the Platform or Services (or the use thereof) to any third party; (5) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of the Platform or Services; (6) interfere in any manner with the operation of the Platform or Services or attempt to gain unauthorized access to the Platform or Services; or (7) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to the Platform or Services. You agree not to develop, distribute or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with, the Platform or Services. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the Platform or Services or on any copies thereof.

TERM AND TERMINATION.
This Agreement will begin on the Effective Date and will continue until terminated. This Agreement will terminate immediately with or without notice to You if You breach any term of this Agreement. In addition, Healthagen may terminate this Agreement immediately, for any reason or no reason, with or without notice to You. You may terminate this Agreement by providing written notice of termination to Healthagen and deleting all copies of the Platform in Your possession or control. Healthagen may also suspend Your use of or access to the Services and direct You to cease using the Services or Platform at any time with or without notice and with or without cause. Upon any termination of this Agreement, all rights granted to You under this Agreement will cease, any Account You have established will be closed, and You must promptly discontinue all access to and use of the Platform, Services and any Content downloaded or otherwise obtained through the Services. Sections 5, 9, 11, 12, 13, 17, 18 and all disclaimers and limitations of liability will survive termination or expiration of this Agreement for any reason as they apply to the rights granted to Healthagen and the restrictions placed on You.

CONTENT.
Healthagen Content. The Services may provide You with access to certain online Databases containing Content of Healthagen and its third party Content providers ("Healthagen Content"). As between Healthagen and You, Healthagen will retain ownership of all right, title and interest in and to the Healthagen Content, including, without limitation, all intellectual property rights in and to the Healthagen Content. The Healthagen Content may include Content provided to Healthagen by third party providers ("Third Party Content"). Access to and use of the Third Party Content may be contingent on Your agreement to the terms of a separate agreement with the provider of such Third Party Content. You will be solely responsible for compliance with the terms of any such separate agreement applicable to any Third Party Content. Subject to and in accordance with the terms of this Agreement, You may access and use the Healthagen Content not subject to such a separate third party agreement, without modification, through the normal operation Software, solely for Your own internal, non-commercial purposes in accordance with this Agreement. You will use and access all such Healthagen Content only as expressly set forth in the foregoing sentence and will not: (a) modify, translate, adapt, create derivative works of, publish, transmit, reproduce, or otherwise utilize the Healthagen Content in any form or format; (b) distribute, sublicense, rent, lease or loan the Healthagen Content to any third party; (c) use the Healthagen Content for the business needs of another person or entity, including without limitation, providing any services to any third parties; or (d) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with the Healthagen Content. The Healthagen Content may expire or require periodic updating through the Services. Upon expiration of any portion of the Healthagen Content, Your rights to access and use that Healthagen Content will terminate. The Healthagen Content is provided solely for informational purposes and reliance on the healthagen content is purely at your own risk. Healthagen does not warrant the accuracy or completeness of the Healthagen Content. You will be solely responsible for YOUR use of and reliance on the Healthagen Content AND FOR ALL decisions or actions resulting from YOUR use of the Healthagen Content, including, but not limited to ANY decision to seek or refrain from seeking any diagnosis OR treatment. The Healthagen Content is not a substitute for medical advice from a physician or other licensed health care professional. the Healthagen Content is not intended to replace or overrule the judgment or diagnosis of a physician or licensed health care professional and must not be used as the basis for making any diagnosis or decision to seek or not to seek treatment. You will consult a physician or other licensed health care professional before relying on any Healthagen Content.
Provided Content. The Services may provide You with access to forums, bulletin boards, chat rooms, or other opportunities through which You may provide or upload Content through the Services (such Content, "Provided Content"). You agree not to upload or provide any Provided Content that is: (a) libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (b) an infringement or misappropriation of the intellectual property or other rights of any third party; (c) illegal in any way or that advocates illegal activity; (d) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate the Platform, Services, or any system, data or personal information; (e) is false, misleading, or inaccurate; or (f) an advertisement or solicitation of funds, goods, or services. Healthagen will not be responsible or liable for any deletion, correction, destruction, damage, or loss of or to any Provided Content. Healthagen is under no obligation to review any Provided Content for accuracy or potential liability. You represent and warrant that You own all right, title, and interest in and to any Provided Content, or that You have sufficient rights to grant Healthagen the rights included in this Agreement. By providing or uploading any Provided Content, You grant Healthagen a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display such Provided Content throughout the world in any form, media, software, or technology of any kind. In addition, you waive all moral rights in the Provided Content (or warrant that all moral rights applicable to such content have been waived). You also grant Healthagen the right to use Your name in connection with the reproduction or distribution of any Provided Content.

Third Party Software.
The Software may contain or include software code owned or provided by third-party licensors of Healthagen ("Third-Party Software"). For any Third-Party Software clearly indicated to be subject to the terms of a third party software license (a "Third-Party License"), the terms of the applicable Third-Party License will apply to the Third-Party Software independent of the terms of this Agreement. All other Third-Party Software distributed to You by Healthagen may be used only under the terms of this Agreement. Nothing in this Agreement limits Your rights under, or grants rights to You that supersede, the terms of any applicable Third-Party License.
TRANSACTIONS AND PURCHASES. You may be presented with the opportunity to purchase products and services through the Services. In addition to this Agreement, any purchase made through the Services will be subject to any terms and conditions provided in connection with that purchase. Unless otherwise indicated in connection with the purchase, purchases made by You through the Services cannot be exchanged and are non-refundable. Purchases made through the Services may be subject to service fees or charges which are also non-refundable. All information that You provide in connection with a purchase or other transaction through the Services will be accurate complete and current. You authorize Healthagen (or a company chosen to act on behalf of Healthagen) to charge the credit card, debit card or other payment method provided in connection with any transaction through the Services and will pay all charges incurred in connection with any transaction You initiate (or initiated through Your Account) through the Services.
OWNERSHIP. Healthagen retains all right, title and interest, including, without limitation, all intellectual property rights, in and to the Platform, Services, Content, Technology, and any additions, improvements, updates, and modifications thereto. You acknowledge that You are not receiving any ownership interest in or to any of the foregoing. The Healthagen name, logo, and the product and service names associated with the Platform and Services are trademarks of Healthagen or third parties, and no right or license is granted to You to use them separate from Your right to access the Platform and Services.

Representations and WARRANTies.
By You. You represent and warrant that: (a) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (b) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with any of the Services; and (c) all information You provide to Healthagen in connection with this Agreement and Your use of and access to the Services is accurate, complete, and current.
By Healthagen. For a period of 30 days after You first download the Software (the "Software Warranty Period"), Healthagen warrants that the Software, when used as permitted under this Agreement and in accordance with all applicable directions provided from Healthagen, will operate substantially as described in such directions. Healthagen does not warrant that Your use of the Software will be error-free or uninterrupted. Healthagen will, at its own expense and as its sole obligation and Your sole and exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any reproducible error in the Software reported to Healthagen by You in writing during the Software Warranty Period. Any such error correction or replacement Software provided to You will not extend the original Software Warranty Period.

DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.2, THE PLATFORM AND SERVICES AND ALL USE OF AND ACCESS THERETO ARE PROVIDED BY HEALTHAGEN "AS IS" AND "AS AVAILABLE" WITH NO WARRANTIES WHATSOEVER. HEALTHAGEN DOES NOT REPRESENT OR ENDORSE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER CONTENT DISPLAYED, DOWNLOADED FROM, OR DISTRIBUTED THROUGH THE PLATFORM OR SERVICES. HEALTHAGEN WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERROR, DELAY, OR INTERRUPTION IN THE PLATFORM OR SERVICES. HEALTHAGEN MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY REGARDING THE TIMELINESS, RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS OR USEFULNESS OF ANY PORTION OF THE PLATFORM OR SERVICES OR THE APPROPRIATENESS, FITNESS OR SUITABILITY OF ANY TREATMENT OR DIAGNOSIS TO WHICH THE CONTENT MAY RELATE. YOU AGREE THAT YOUR ACCESS TO THE PLATFORM AND SERVICES IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO THE PLATFORM OR SERVICES. EXCEPT WHERE THE LAWS AND REGULATIONS OF A PARTICULAR JURISDICTION CONCERNING WARRANTIES CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT, AND EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.2, HEALTHAGEN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE PLATFORM AND SERVICES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE PLATFORM OR SERVICES AND INTERRUPTIONS, CRASHES, AND DOWNTIME MAY OCCUR FROM TIME TO TIME.
indemnification, To the fullest extent permitted under law, You agree to indemnify, defend, and hold harmless Healthagen and its officers, directions, employees, agents and licensors from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorney’s fees) that may at any time be incurred by any of them in whole or in part by reason of any allegations, claims, suits, or proceedings arising from: (1) Your use of or access to the Platform or Services (or any use of or access to the Platform or Services through Your Account or using Your Account ID); or (2) any breach by You of any representation, warranty or other term or condition of this Agreement.

LIMITATION OF LIABILITY.
IN NO EVENT WILL HEALTHAGEN BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES OR LIABILITY, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER LEGAL THEORY, IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES OR LIABILITY STEMMING FROM YOUR ACCESS TO OR USE OF (OR YOUR FAILURE TO GAIN ACCESS TO OR USE OF) THE PLATFORM OR SERVICES, OR ANY OF THE SOFTWARE OR CONTENT PROVIDED THROUGH THE PLATFORM OR SERVICES, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, OR LOSS OF REPUTATION OR REGISTRATION, EVEN IF HEALTHAGEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. HEALTHAGEN’S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL DAMAGES AND LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT AND NOT COVERED BY THE FOREGOING SENTENCE WILL BE LIMITED TO $100 IN THE AGGREGATE. The laws of some jurisdictions do not permit the disclaimer of liability for certain types of damages, so portions of the above may not apply to You.

U. S. GOVERNMENT END USERS.
The Platform (including the Databases) is a "commercial item" as that term is defined at FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and is provided to the U.S. Government only as a commercial end item. Consistent with FAR 12.212 and DFARS 227.7202, all U.S. Government End Users acquire the Platform with only those rights set forth herein.

EXPORT LAW.
The Platform (including the Databases) is subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export the Platform under any circumstances whatsoever, and by downloading the Platform , You warrant that Your receipt of the Platform does not violate the laws or regulations, including applicable sanctions or embargoes, of the U.S. or any other country. You will indemnify and hold Healthagen harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney's fees) arising from or relating to any breach by You of Your obligations and warranty under this Section.

CLAIMS OF INFRINGEMENT.
If You believe in good faith that Your copyrighted work has been reproduced on the Services without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:
Healthagen LLC
Attn: Copyright Infringement Agent
____________________________
____________________________
Please provide the following information to Healthagen’s Copyright Infringement Agent:
(1) the identity of the infringed work, and of the allegedly infringing work;
(2) Your name, address, daytime phone number, and E mail address, if available;
(3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;
(4) a statement of the accuracy of the notice and, under penalty of perjury, that You are authorized to act on behalf of the owner; and
(5) Your electronic or physical signature.
NOTICES. Except as expressly stated otherwise, any notices required or allowed under this Agreement will be given to Healthagen by postal mail (with delivery confirmation) to the address for Healthagen listed on the Platform. If applicable law requires that Healthagen accepts e-mail notices (but not otherwise), then You may send Healthagen an e-mail notice by emailing Healthagen at customerservice@healthagen.com. With respect to Healthagen's notices to You, Healthagen may provide notices (including notices of amendments to this Agreement) to You by providing them through the Platform or Services. You agree to check for notices. In addition, or in lieu thereof, Healthagen may give notice by sending e-mail to any e-mail address You provide to Healthagen. Any notice shall be deemed given 24 hours after the notice is actually received by postal mail, provided through the Services, or sent by e-mail, as applicable.

GENERAL.
Governing Language and Law. The governing language of this Agreement is English. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the State of Colorado exclusively, as such laws apply to contracts between Colorado residents performed entirely within Colorado. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You hereby irrevocably and unconditionally consent to the jurisdiction and venue in the state and federal courts sitting in Denver, Colorado (U.S.A.)for the adjudication of all disputes, controversies, or claims arising under or relating to this Agreement or otherwise between the parties.

Dispute Resolution.
Any disputes, controversies, or claims arising under or relating to this Agreement, including without limitation, the formation, validity, binding effect, interpretation, performance, breach or termination of this Agreement, and the arbitrability of the issues submitted to arbitration under this Agreement and non-contractual claims relating to this Agreement ("Disputes") that cannot be settled between the parties will be finally settled exclusively through binding arbitration under the arbitration rules of the American Arbitration Association ("AAA") then in effect (the "Rules"). In any Dispute the arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties, provided that if the parties cannot agree on the appointment of a single arbitrator within 30 days after either party delivers a request for arbitration (as specified in the Rules), a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted in the English language. The arbitration proceeding will take place in Denver, Colorado (U.S.A.). Any arbitration under this Agreement will be conducted in accordance with the State of Colorado (U.S.) Rules of Civil Procedure with respect to discovery. To initiate an arbitration, either party will file the appropriate notice at the Regional Office of the AAA in Denver, Colorado (U.S.A.) (or the geographically closest regional office if no such office exists). The arbitrator shall be empowered to award only those damages which are permitted in this Agreement, subject to any disclaimers of damages and liability limits set forth herein. The award of the arbitrator will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon any arbitration award may be entered in any court that has jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. The award of the arbitrator will be the exclusive remedy of the parties for all Disputes presented or plead to the arbitrator, provided that nothing in this Agreement shall be deemed as preventing either party from seeking provisional relief from any court of competent jurisdiction, in order to protect that party's name or proprietary rights.
Assignment. Neither this Agreement nor any of Your rights or obligations hereunder may be assigned, transferred, or delegated by You in whole or in part, by operation of law or otherwise, without the prior written approval of Healthagen. Any assignment, transfer or delegation in derogation of the foregoing shall be null and void.

Severability.
If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement an enforceable provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.
Modifications. Healthagen reserves the right, at any time and without notice, to add to, change, update, or modify this Agreement, by providing notice to You. Any such addition, change, update, or modification will be effective immediately upon such notice.
Force Majeure. Any failure of Healthagen to perform or delay in the performance of Healthagen’s obligations under this Agreement due to any cause or event not reasonably within Healthagen’s control, including but not limited to casualty, labor disputes, failure of equipment or carriers or utilities, compliance with governmental authority or Act of God, shall not constitute a breach of this Agreement, and Healthagen’s performance shall be excused during such period of delay.

[End of Agreement]

Phone: 800-985-9605

Email: info@healthagen.net