EULA

SOFTWARE END-USER LICENSE AGREEMENT (EULA)

PLEASE READ CAREFULLY: This End User License Agreement (“Agreement” or “EULA”) is a binding agreement between you (“You” or “End User”) and Seppi Technology Associates, LLC (“STA”). It grants you a limited right to use the software known as sepStream EMR/RIS/PACS,™ and any updates, bug fixes, enhancements, additions, documentation, and any other related materials provided by STA together with the Software (collectively, the “Software”) to you. The terms and conditions of this Agreement are separate from and in addition to those contained in any other agreement between you and STA. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, SIGNING INTO THE SOFTWARE, YOU AGREE TO BE BOUND BY AND ACCEPT THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, COPY, OR USE THE SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MAY RETURN THE SOFTWARE TO STA, AS PROVIDED HEREIN. YOU MUST (1) CEASE USING THE SOFTWARE; (2) UNINSTALL ANY AND ALL COPIES OF THE SOFTWARE AND PARTS OF THE SOFTWARE FROM ALL YOUR HARD DRIVES, SERVERS, AND THE LIKE; AND (3) DELETE ANY AND ALL COPIES OF THE DISTRIBUTIVE OF THE SOFTWARE AND ALL RELATED MATERIALS FROM YOUR HARD DRIVES, SERVERS, AND THE LIKE BEFORE YOU RETURN THE SOFTWARE TO STA. FAILURE TO DO SO WILL RESULT IN VIOLATION OF STA’S COPYRIGHT AND MAY SUBJECT YOU TO LIABILITY.
IMPORTANT NOTE. The Software is sold to you by STA “as is,” and by accepting this Agreement and any other agreements with STA you represent and warrant to us that (1) you have examined the Software, used a trial version of the Software, or have attended a demonstration of the Software by STA; (2) the quality of the Software is satisfactory and meets each and all requirements as to the quality and the performance of the Software that you may have; and (3) the Software fits the purposes, for which you intend to use the Software. You agree and acknowledge that STA offers no guaranties as to the quality and performance of the Software, except those specifically provided in this Agreement or any other agreement between you and STA. You further agree and acknowledge that no refunds, restocking fees, unused software fees will be given to you if you return the Software.

    1. General Term
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The Software, together with any updates, technical documentation, and all other accompanying materials, is licensed, and not sold, to you by STA for use under the terms of this EULA. A license gives its holder limited rights to install and use a limited number of copies of the Software, under the terms of this Agreement. The Software is licensed to you hereunder as a service, subject to payment in full of all monthly and other charges and fees due from you to STA and subject to full compliance by you with all terms and conditions hereof and of any other agreement between you and STA. A license does not transfer any copyright over or ownership of the Software to a license holder. Further, installing the Software on your computers, hard drives, and servers does not transfer any ownership rights to the installed files or codes to you. STA retains all ownership rights in and on the Software or any parts of the Software installed on your hardware.

    2. Copyright and Permitted Use

COPYRIGHT. The Software, and all accompanying materials including media, manuals, and technical documentation, whether printed or electronic, are and remain the property of STA. The structure, organization, and source code of the Software are owned by and are the valuable trade secrets of Seppi Technology Associates, LLC. They are protected by the United States and international copyright laws and by provisions of international treaties the United States is a party to. The Software and any accompanying materials, as described above, are copyrighted, with all rights reserved. Your rights under this Agreement are subject to the limitations and restrictions imposed by copyright laws, in addition to all terms of this Agreement. Under the copyright laws, you may not copy the Software or any accompanying materials, in whole or in part, except in the normal use of the Software or to make a copy for archival purposes, without the written consent of Seppi Technology Associates, LLC. End User agrees and acknowledges that a violation of this Agreement or any copyright laws, whether national or international, will result in irreparable harm to STA, with damages that are hard, if not impossible, to immediately or readily calculate. Therefore, End User agrees that, in addition to any other remedies allowed under this Agreement or under any applicable law, STA may apply for injunctive relief, both temporary and permanent, without posting a bond and without notice to End User.   

PERMITTED USE
. End User may use the Software for the purposes specifically indicated in the technical documentation provided with the Software. You may upload and install the Software either on a limited number of computers or at a limited number of locations, depending on the agreement between STA and you. Alternatively, you may have a limited number of cases or customers you may use the Software for, depending on the terms of your agreement with STA. If you move, you must erase the Software from the original computer’s or computers’ hard drive(s) as soon as it is moved to another computers, unless you purchase additional licenses for the Software. If you change your location, you must give STA a written notice prior to such move so that STA can make accommodations accordingly. If you acquire another location and your license is limited to one location, you must purchase an additional license from STA. The Software may contain a component that will enable STA to inform you of upgrades to the Software. The Software may also contain a component allowing STA to update it automatically or manually, through a remote connection. You agree to allow STA to access your computer remotely through the Software, for a limited purpose of updating the Software. You additionally agree that STA and the Software may install on your computer or computers all programs, drivers, codes, and any other type of computer software that may be required, necessary, or advisable for running the Software.   

SYSTEM REQUIREMENTS
. End User shall use the hardware that meets or exceeds the specification requirements provided by STA and any requirements listed in the manuals and Software documentation provided to End User with the Software. These minimum hardware requirements may be amended or increased by STA from time to time, at STA’s sole discretion, to reflect the improvements in technology and the increasing complexity of the Software following updates. ANY USE OF THE SOFTWARE ON THE NON-COMPLIANT HARDWARE, OR ON THE HARDWARE THAT IS BELOW THE MINIMUM REQUIREMENTS PROVIDED BY STA, AS THOSE MAY BE AMENDED BY STA FROM TIME TO TIME, CONSTITUTES A WAIVER OF ANY AND ALL LIMITED WARRANTIES GIVEN HEREUNDER AND IS AT END USER’S OWN RISK.   

BEST INDUSTRY PRACTICES
. By using the Software, End User agrees to follow best industry practices regarding the use of medical software, including the software made for the same of similar purposes as the Software, including, among others, not updating, backing up, or otherwise causing the Software to operate outside of its normal use, as described in the documentation and manuals provided with the Software, during regular business hours. ANY USE OF THE SOFTWARE THAT IS NOT COMPLIANT WITH THE BEST INDUSTRY PRACTICES OR TECHNICAL DOCUMENTATION AND MANUALS PROVIDED WITH THE SOFTWARE IS A WAIVER OF ANY LIMITED WARRANTIES PROVIDED HEREUNDER AND IS AT END USER’S OWN RISK. This waiver is non-exclusive and is in addition to any and all other remedies available to STA under this Agreement or applicable law.   

LIMITED SUPPORT
. STA is not obligated to provide to you any technical support for or updates to the Software, of any sort and kind, and in any form. In the event such updates are provided to you, they become part of the Software and are governed by this Agreement. In the event such technical support is provided to you, it is at the sole discretion of STA and does not entitle you to receive any same or similar support thereafter. You do not have a right, nor can acquire a right to receive technical support from STA under this Agreement or otherwise, unless STA specifically assumes such obligation to you in writing.   

COPYRIGHT NOTICES
. All copyright notices attached to the Software or to any carrier containing the Software, whether a hard drive, a thumb drive, or otherwise, shall remain where they were placed by STA. End User may not remove such notices. Any such removal will be deemed a violation of this Agreement and will entitle STA to immediately seek injunctive relief as provided above and any other relief STA may be entitled to hereunder, under any applicable law, or in equity.   

RESTRICTIONS ON USE.
The Software or the license to use the Software transferred hereunder may not be rented, lent, leased, assigned or sold to any third party, whether affiliated with End User or not. With a prior written consent of STA obtained in advance of any such transfer, End User may transfer the Software and all accompanying materials to a different end user on a permanent basis, provided, however, that no copies of either the Software or accompanying materials or any part of the source code of the Software is retained by the original user, and provided that the transferee agrees to be bound by the terms of this Agreement.

NO COPIES OR PARTIAL COPIES ALLOWED. Neither the Software, nor its accompanying materials or parts, including any parts of the source code or distributive of the Software, and databases, of whatever sort or nature, used by or associated with the Software, may be copied, altered, modified or adopted into any other use, whether similar or unrelated to the primary use of the Software. You agree not to reverse engineer, translate, decompile or disassemble the Software, its accompanying materials, databases associated with or used by the Software, or any part or parts thereof.

UNAPPROVED ADD-ONS OR ENHANCEMENTS PROHIBITED. End User shall not install, attempt to install, develop, or otherwise attempt to procure any add-ons, enhancements, or additions to the Software, unless such add-ons, enhancements, or additions were provided to End User by STA and unless STA explicitly allowed End User in writing to install such add-ons, enhancements, or additions to the Software. ANY VIOLATION OF THIS PARAGRAPH IS A GROUND FOR AUTOMATIC TERMINATION OF THIS AGREEMENT WITHOUT NOTICE, UNDER SECTION 3, AND END USER AGREES AND ACKNOWLEDGES THAT NO REFUNDS SHALL OR WILL BE GIVEN TO END USER FOLLOWING SUCH TERMINATION.  

ACCESS TO DATABASE CODES AND TAMPERING WITH SOFTWARE PROHIBITED
. End User must not access or try to access the database code, any Software codes, or source codes associated with the Software. End User further agrees that End User will not tamper or attempt to tamper with the Software in any way or by any means. “Tampering or attempting to tamper” for the purposes of this Agreement includes, without limitation, (i) attempting to reverse engineer the Software or any databases used by or associated with the Software; (ii) trying to access, decompose, or decompile the database codes or non-designated Software files; and (iii) accessing or opening any non-End-User-created files associated or provided with the Software, except the files that contain manuals, which manual files will be specifically marked as such by STA. If STA reasonably believes that End User had accessed or tampered with any of the aforementioned codes or tampered or attempted to tamper with the Software, STA may, at STA’s discretion, (1) treat this Agreement as automatically terminated under Section 3 of this Agreement and disable or terminate, temporarily or permanently, End User’s access to the Software immediately and without notice; or (2) suspend and disable End User’s access to the Software and perform an audit of the End User’s computer systems and hardware to ensure adherence to and compliance with the terms of this Agreement. If STA chooses to perform an audit of End User’s computer systems and hardware, End User hereby agrees to provide any reasonable and necessary access to End User’s premises and facilities, as well as End User’s computer systems and any hardware upon which the Software is installed to STA. STA may, at STA’s choosing, disable or partially disable End User’s access to and use of the Software until any such audit is complete. End User agrees and acknowledges that a temporary termination of access to the Software for the purposes of audit hereunder is not a violation of this Agreement or any other Agreement between STA and End User, or any warranties, covenants, or representations made under any agreement between STA and End User, whether in writing or otherwise. ANY FAILURE TO PROVIDE REASONABLE AND NECESSARY ACCESS FOR THE PURPOSES OF AUDIT HEREUNDER IS A VIOLATION OF THIS AGREEMENT AND A GROUND FOR AUTOMATIC TERMINATION WITHOUT NOTICE, UNDER SECTION 3. No refunds will be issued to End User if the Agreement is terminated under this paragraph, whether in cases STA chooses to treat this Agreement as automatically terminated or otherwise.

COMPLIANCE WITH LAWS
. You agree to use the Software and accompanying materials in compliance with all applicable laws, state or federal, including local laws, and including the laws of the country or region in which you reside or are registered or in which you use the Software, if outside of the United States.

TRADEMARKS
. STA™ and sepStream EMR/RIS/PACS™ are distinctive and non-functional marks of Seppi Technology Associates, LLC, used in commerce. End User may not use, place, or otherwise make use of the said marks, in any kind or form, without a prior written consent of STA. End User agrees and acknowledges that in the event the said marks are used by End User without an appropriate license, STA will suffer irreparable harm, with damages that are hard, if not impossible, to immediately calculate. Therefore, End User agrees that, in addition to any other remedies allowed under this Agreement or under any applicable law, STA may apply for injunctive relief for any violation of its rights under the applicable trademark law, both temporary and permanent, without posting a bond and without notice to End User.

SUSPENSION OF USE – NON-PAYMENT
. STA reserves the right and End User hereby agrees and acknowledges that STA shall have the right to suspend End User’s access to the Software and any End User’s information, data, charts, graphs, patient data, and any other information or data in whatever form stored on or embedded in the Software, regardless of the ownership of such information, if End User fails to timely pay any fees and charges due to STA from End User, monthly or otherwise, unless a compulsory provision to and non-withholding from End User or End User’s contractors or patients of any such information is mandated by the Health Insurance Portability and Accountability Act (“HIPAA”), any rule or regulation promulgated under HIPAA, or any other law, rule, or regulation, whether state or federal. End User hereby consents, acknowledges, and agrees to STA using remote access, whether through the Internet or otherwise, to End User’s computer systems, servers, clouds, or the like, for the purpose of suspending End User’s access to the Software under this Section. STA, ITS SUPPLIERS AND CONTRACTORS SHALL NOT AND WILL NOT BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING ANY LOSS OF PROFITS, OR OTHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SOFTWARE BEING DISABLED FOR NON-PAYMENT OF FEES AND CHARGES AS PROVIDED HEREIN, OR FROM END USER’S INABILITY TO USE THE SOFTWARE DISABLED HEREUNDER. STA EXPRESSLY DISCLAIMS AND END USER HEREBY EXPRESSLY WAIVES AND SURRENDERS, ON BEHALF OF END USER AND ANY THIRD PARTY CLAIMING BY OR THROUGH END USER, ANY AND ALL RIGHTS TO FILE CLAIMS, INCLUDING BUT NOT LIMITED TO THE RIGHT TO SUE STA, FOR ANY DAMAGES, LOSSES, INJURIES, DAMAGES, FEES, FINES, RECOVERIES, AND THE LIKE ARISING FROM STA SHUTTING DOWN, SUSPENDING, OR TERMINATING END USER’S ACCESS TO THE SOFTWARE FOR NON-PAYMENT HEREUNDER. END USER FURTHER AGREES TO INDEMNIFY, HOLD HARMLESS, AND FOREVER DEFEND STA, ITS AGENTS, EMPLOYEES, OFFICERS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS FOR, IN, AND AGAINST ANY CLAIM, ACTION, PROCEEDING, DAMAGES, LAWSUITS, FEES, FINES, RECOVERIES, AND THE LIKE, WHETHER STATE, FEDERAL, LOCAL, EXECUTIVE, JUDICIAL, OR OTHERWISE, ARISING OUT OF OR RELATED TO ANY DAMAGE, LOSS, INJURY, OR DEATH, WHETHER TO END USER OR TO ANY THIRD PARTY CLAIMING THROUGH OR BY END USER, RESULTING FROM STA SUSPENDING, DISABLING, OR TERMINATING END USER’S ACCESS TO THE SOFTWARE UNDER THIS SECTION FOR NON-PAYMENT, INCLUDING BUT NOT LIMITED TO, SPECIFICALLY, ANY DISRUPTIONS TO END USER’S CLINICAL WORKFLOW OR ANY DISRUPTIONS, TEMPORARY OR PERMANENT, TO PATIENT’S ABILITY TO OBTAIN OR ACCESS ANY OF SUCH PATIENT’S REPORTS, UNLESS THE PROVISION OF SUCH REPORTS IS SPECIFICALLY MANDATED BY THE HIPAA OR ANY RULE OR REGULATION PROMULGATED THEREUNDER OR UNDER ANY OTHER APPLICABLE LAW.

REMOVING OR DISABLING PARTS OF SOFTWARE PROVIDING STA REMOTE ACCESS PROHIBITED
. End User hereby agrees that End User shall not and will not disable, modify, or by any other means restrict STA’s remote access to the Software, including, without limitation, remote access for the purposes of updating, suspending the use, deleting, or disabling the use of the Software. End User agrees that such non-tampering with STA’s remote access rights was a material factor that induced STA no enter into this and any other agreement with End User. As such, STA may, without notice to End User, terminate the access to and delete the Software remotely from all systems of End User if End User disable or deletes or attempts to disable or delete STA’s remote access to the Software or files, source codes, or STA’s Software user accounts allowing STA to access the Software remotely. Further, STA may terminate this and any other agreement with End User, as provided in Section 3 below, if End User disables or attempts to disable STA’s remote access to the Software for the purposes provided herein.

THIRD-PARTY ACCESS PROHIBITED
. End User shall not allow or cause any person to allow any third party, whether affiliated with End User or not, and whether through End User’s Software User accounts or otherwise, to use, examine, access, or tamper with the Software or any parts thereof, including, without limitation, any examination of the internal processes and user interfaces of the Software. The Software is licensed hereunder to End User only and only for the End User’s and End User’s employees’ sole benefit. No other persons, except End User and authorized End User’s employees, shall be allowed or caused to be allowed to use, examine, or access the Software. A violation of this paragraph is a material breach of this Agreement and will give grounds for an immediate automatic termination of this Agreement for unauthorized use, under Section 3 below.

    3. Termination

UNAUTHORIZED USE – AUTOMATIC TERMINATION
. If any unauthorized copying of the Software, or of any of the accompanying materials, or of any part of the source code occurs, or if you fail to comply with any term of this Agreement, including, but not limited, specifically, to the provisions prohibiting access to non-designated Software files; provisions prohibiting tampering or attempting to tamper with the Software; and provisions prohibiting you from disabling or deleting STA’s administrative or remote access to the Software, the license granted under this Agreement will automatically terminate, without notice to you. Further, STA may, in addition to any other remedies or actions allowed to STA hereunder, at law, or in equity, without notice to End User and at STA’s sole discretion, exercise any of the following rights: (1) disable, temporarily or permanently, End User’s access to the Software, including any files associated with or deposited in the Software, regardless of the ownership; (2) delete, remotely or on site, any and all files associated with or deposited in the Software, including, without limitation, any source and software codes used to install, maintain, and use the Software on End User’s computers, and End User hereby agrees to provide reasonable access to End User’s premises for the purposes of such deletion and removal of the Software; and (3) use any other lawful means to ensure compliance with this Agreement and with all applicable laws by End User.

TERMINATION BY END USER
. End User may terminate this Agreement at any time by stopping to use the Software, deleting any copies thereof and of any accompanying materials from any computers and hard drives, whether internal or external, of End User, and returning any hard copies in End User’s possession to STA. STA will not be under any obligation whatsoever to refund any fees paid by End User hereunder or under any other agreement between STA and End User.

TERMINATION FOR NON-PAYMENT
. Notwithstanding the last two paragraphs of the preceding Section 2 and in addition to any remedy provided therein, herein, at law, or in equity, STA may and End User hereby agrees and acknowledges that STA shall have the right to, at STA’s sole discretion and without notice to End User, (1) terminate this and any other agreement between End User and STA; and (2) terminate or disable, temporarily or permanently, remotely or on site, End User’s access to the Software and to any End User’s information, data, charts, graphs, patient data, and any other information or data in whatever form stored on or embedded in the Software, regardless of the ownership of such information, and End User hereby agrees to provide STA with access to End User’s premises as provided in the first paragraph of this Section 3, if End User fails to timely pay any fees and charges due to STA from End User, monthly or otherwise, unless a compulsory provision to and non-withholding from End User or End User’s contractors or patients of any such information is mandated by the HIPAA, any rule or regulation promulgated under HIPAA, or any other law, rule, or regulation, whether state or federal. End User hereby consents, acknowledges, and agrees to STA using remote access, whether through the Internet or otherwise, to End User’s computer systems, servers, clouds, or the like, for the purpose of terminating or disabling End User’s access to the Software under this Section. End User further agrees that STA may, in addition to any other remedy, hereunder, in law, or in equity, delete any data or information stored on or embedded in the Software, without notice to End User, if this EULA is terminated under this paragraph, regardless of such data’s or information’s ownership, unless the preservation of such data is mandated by applicable law. STA, ITS SUPPLIERS AND CONTRACTORS SHALL NOT AND WILL NOT BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING ANY LOSS OF PROFITS, OR OTHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SOFTWARE ACCESS BEING TERMINATED OR DISABLED FOR NON-PAYMENT OF FEES AND CHARGES AS PROVIDED HEREIN, OR FROM END USER’S INABILITY TO USE THE SOFTWARE DELETED FROM END USER’S COMPUTERS HEREUNDER. STA EXPRESSLY DISCLAIMS AND END USER HEREBY EXPRESSLY WAIVES AND SURRENDERS, ON BEHALF OF END USER AND ANY THIRD PARTY CLAIMING BY OR THROUGH END USER, ANY AND ALL RIGHTS TO FILE CLAIMS, INCLUDING THE RIGHT TO SUE STA, FOR ANY DAMAGES, LOSSES, INJURIES, DAMAGES, FEES, FINES, RECOVERIES, AND THE LIKE ARISING FROM STA TERMINATING OR DISABLING END USER’S ACCESS TO THE SOFTWARE FOR NON-PAYMENT HEREUNDER. END USER FURTHER AGREES TO INDEMNIFY, HOLD HARMLESS, AND FOREVER DEFEND STA, ITS AGENTS, EMPLOYEES, OFFICERS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS FOR, IN, AND AGAINST ANY CLAIM, ACTION, PROCEEDING, DAMAGES, LAWSUITS, FEES, FINES, RECOVERIES, AND THE LIKE, WHETHER, STATE, FEDERAL, LOCAL, EXECUTIVE, JUDICIAL, OR OTHERWISE, ARISING OUT OF, RELATED TO, ANY DAMAGE, LOSS, INJURY, OR DEATH, WHETHER TO END USER OR TO ANY THIRD PARTY CLAIMING THROUGH OR BY END USER, RESULTING FROM STA TERMINATING END USER’S ACCESS TO THE SOFTWARE UNDER THIS SECTION FOR NON-PAYMENT, INCLUDING BUT NOT LIMITED TO, SPECIFICALLY, ANY DISRUPTIONS TO END USER’S CLINICAL WORKFLOW OR ANY DISRUPTIONS, TEMPORARY OR PERMANENT, TO PATIENT’S ABILITY TO OBTAIN OR ACCESS ANY OF SUCH PATIENT’S REPORTS, UNLESS THE PROVISION OF SUCH REPORTS IS SPECIFICALLY MANDATED BY THE HIPAA OR ANY RULE OR REGULATION PROMULGATED THEREUNDER OR ANY OTHER APPLICABLE LAW.

CONSEQUENCES OF TERMINATION
. Upon termination, for whatever cause or reason, whether automatic or otherwise, you must either destroy (by deleting from all your hard drives or by any other means available) or return to Seppi Technology Associates, LLC, all copies of the Software and of any accompanying materials. STA reserves the right to delete the Software and all accompanying materials from your computer remotely, through a “kill code” that may be installed on your hard drive as a part of the Software or through a remote access to your computer through the Software. By installing and using the Software, you authorize STA to access your computer or computers in any manner remotely for a limited purpose of deleting the Software and accompanying materials following termination. You further waive any remedies that may be available to you as a result of such remote access, whether in form of damages or injunctive relief.

TERMINATION DOES NOT AFFECT END USER’S PAYMENT OBLIGATIONS
. It is expressly agreed and understood by STA and End User that unless this or any other agreement between End User and STA provides otherwise, a termination of this Agreement or any other agreement between End User and STA, whether pursuant to this Section 3 or otherwise, shall not terminate or affect any or all of End User’s payment obligations to STA under the agreements between STA and End User. End User, even in the event End User’s license is terminated hereunder, shall remain liable for each and all fees, charges, and payments due or that may or will become due to STA from End User.

    4. Limited Warranties. Remedies

LIMITED WARRANTY
. Seppi Technology Associates, LLC, warrants that the Software transferred to End User will perform substantially as demonstrated by STA to End User. No other warranties, express or implied, of whatever kind or nature, are made to End User. All other warranties, statutory, equitable, or arising out of the common law, including but not limited to the warranty of good workmanship and the warranty of the reasonable freedom of the Software from defects, are hereby specifically waived and disclaimed on the terms provided below, to the maximum extent permitted by law.

TERMS OF WARRANTY
. The limited warranty of substantial performance described in the preceding paragraph will remain in force for 30 days following the transfer of the Software to End User. In the event the Software does not conform to the limited warranty describe above, your sole remedy will be, at STA’s discretion, and upon your return of the Software, with return postage paid and with a copy of the original invoice provided, either (A) replacement of the non-conforming Software with the Software that conforms to the above described limited warranty; or (B) refund of the license fee paid by you to STA. Any replacement Software provided to you under this paragraph will be covered by the same 30-day warranty described in this and the preceding paragraphs.

NO WARRANTIES OF PERFORMANCE OR COMPATIBILITY WITH THIRD PARTY SOFTWARE OR HARDWARE. STA MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, AS TO THE COMPATIBILITY OF THE SOFTWARE WITH OR PERFORMANCE OF THE SOFTWARE IN CONJUNCTION WITH ANY THIRD PARTY SOFTWARE OR HARDWARE. YOU REPRESENT AND WARRANT TO STA THAT YOU HAVE CHECKED THE MINIMUM SYSTEM REQUIREMENTS FOR RUNNING THE SOFTWARE, AND THAT YOUR HARDWARE MEETS OR EXCEEDS THE MINIMUM REQUIREMENTS PROVIDED TO YOU BY STA WITH THE SOFTWARE LICENSED HEREUNDER, AS SUCH MINIMUM HARDWARE AND SYSTEM REQUIREMENTS MAY BE AMENDED BY STA FROM TIME TO TIME. STA MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, THAT THE SOFTWARE WILL PERFORM ON ANY HARDWARE WHATSOEVER, EVEN THE HARDWARE THAT MEETS THE MINIMUM REQUIREMENTS PROVIDED BY STA.

NO WARRANTIES OF PERFORMANCE OF CLOUD-BASED SOFTWARE. END USER AGREES, RECOGNIZES, AND ACKNOWLEDGES THAT ANY SOFTWARE, WHETHER THE SOFTWARE LICENSED HEREUNDER OR OTHERWISE, MAY FAIL DUE TO NO FAULT OF THE SOFTWARE MANUFACTURER. END USER FURTHER AGREES, RECOGNIZES, AND ACKNOWLEDGES THAT IT IS ORDINARY, CUSTOMARY, AND COMMON IN THE INDUSTRY THAT ANY SOFTWARE THAT IS USED FOR THE SAME OR SIMILAR PURPOSES AS THE SOFTWARE LICENSED HEREUNDER, INCLUDING, SPECIFICALLY BUT WITHOUT LIMITATION, SOFTWARE THAT USES OR IS BASED ON THE CLOUD-BASED TECHNOLOGY, CANNOT PROVIDE A GUARANTEED PERFORMANCE AT ALL TIMES. AS SUCH, STA MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AS TO THE CONTINUOUS AND UNINTERRUPTED PERFORMANCE OF THE SOFTWARE LICENSED HEREUNDER. WHILE EVERY EFFORT WILL BE MADE TO RETURN THE SOFTWARE BACK ONLINE IN CASES OF OUTAGES, INTERNET FAILURES, OR OTHER CONTINGENCIES, STA IS UNDER NO DUTY, OBLIGATION, OR COVENANT, HEREUNDER, AT LAW, OR IN EQUITY, TO RETURN THE SOFTWARE BACK ONLINE OR TO MAKE IT ACCESSIBLE TO END USER AGAIN WITHIN ANY SPECIFIC TIMEFRAME. TO THE MAXIMUM EXTENT PERMITTED BY LAW, END USER WAIVES AND DISCLAIMS ANY RIGHT TO CLAIM AGAINST STA, IN ANY PROCEEDING AND UNDER ANY LAW OR IN EQUITY, FOR INTERRUPTIONS IN THE CONTINUOUS AND UNINTERRUPTED OPERATION AND FUNCTIONING OF THE SOFTWARE THAT IS NOT CAUSED BY GROSS NEGLIGENCE OR INTENTIONAL ACTS OR OMISSIONS OF STA.

OTHER WARRANTIES AND REMEDIES WAIVED
. This limited warranty gives you specific legal rights. You may have others, which vary from state to state. YOU HEREBY WAIVE AND STA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, WITH RESPECT TO THE SOFTWARE AND ACCOMPANYING MATERIALS, TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU FURTHER WAIVE SPECIFICALLY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OTHER RIGHTS YOU MAY HAVE UNDER CONSUMER PROTECTION LAWS OF ANY STATE, INCLUDING ANY REMEDIES PROVIDED UNDER SUCH LAWS. IF A WAIVER OF CONSUMER OR OTHER RIGHTS AND WARRANTIES IN YOUR STATE REQUIRES THAT YOU RECEIVE AN ADVICE OF A LICENSED ATTORNEY OR THAT THE PARTY SEEKING TO DISCLAIM SUCH WARRANTIES ADVISES YOU TO SEEK COUNSEL OF A LICENSED ATTORNEY, YOU HEREBY CERTIFY THAT STA ADVISED YOU TO SEEK ADVICE OF A LICENSED ATTORNEY PRIOR TO AGREEING TO THE TERMS OF THIS AGREEMENT, AND THAT YOU EITHER SOUGHT OR EXPLICITLY WAIVE YOUR RIGHT TO SEEK ADVICE OF A LICENSED ATTORNEY.

DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, STA AND ITS AGENTS, EMPLOYEES, OFFICERS, SUPPLIERS, AND CONTRACTORS SHALL NOT BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING ANY LOSS OF PROFITS, OR OTHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY DEFECT IN THE SOFTWARE, ACCOMPANYING MATERIALS, MEDIA, OR MANUALS, OR THE USE OR INABILITY TO USE THE SOFTWARE. SPECIFICALLY, STA SHALL NOT BE LIABLE FOR ANY DATA STORED IN OR USED IN CONJUNCTION WITH STA’S PRODUCTS, INCLUDING THE LIABILITY FOR COSTS OF RECOVERING SUCH DATA, EVEN IF STA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BY END USER OR OTHERWISE. END USER FURTHER ACKNOWLEDGES AND AGREES THAT STA IS NOT AND WILL NOT ACT OR BE TREATED AS END USER’S CUSTODIAN OF RECORDS, PATIENT OR OTHERWISE. END USER SHALL ENSURE THAT END USER BACKS UP THE SOFTWARE AND ANY FILES STORED ON OR EMBEDDED IN THE SOFTWARE, AT END USER’S SOLE EXPENSE AND LIABILITY. STA IS NOT AND WILL NOT BE OBLIGATED TO ACT AS END USER’S CUSTODIAN OF RECORDS, AND IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE INCLUSION OF THIS PARAGRAPH INTO THE AGREEMENT WAS NECESSARY TO INDUCE STA TO ENTER INTO THIS AGREEMENT.

YOU FURTHER AGREE THAT THE USE OF THE SOFTWARE AND ANY ACCOMPANYING MATERIALS IS AT YOUR SOLE AND ENTIRE RISK. IN NO EVENT MAY STA BE HELD OR FOUND LIABLE FOR ANY ACTS OR OMMISSIONS OF END USER WHILE INSTALLING, RUNNING, OR OTHERWISE USING THE SOFTWARE.

NOTICE
. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATIONS ON DURATION OF AN IMPLIED WARRANTY OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. In any event, STA’s liability shall never exceed the cost of replacement of the Software.

INDEMNITY AND ILLEGAL ACTS.
STA MAY NOT AND SHALL NOT BE HELD LIABLE FOR ANY ILLEGAL ACTS OR OMISSIONS OF END USER AGAINST ANY PERSON, INCLUDING, WITHOUT LIMITATION, ANY GOVERNMENT AGENCY, OFFICE, OR ENTITY, WHETHER IN VIOLATION OF THE RULES AND REGULATIONS OF MEDICARE OR MEDICAID PROGRAM, HIPAA, OR ANY OTHER APPLICABLE LAW, WHETHER STATE OR FEDERAL, COMMITTED WHILE OR IN CONNECTION WITH USING THE SOFTWARE. END USER AGREES TO INDEMNIFY, HOLD HARMLESS, AND FOREVER DEFEND STA IN ANY PROCEEDING, STATE, FEDERAL, LOCAL, EXECUTIVE, JUDICIAL, OR OTHERWISE, AGAINST STA RESULTING FROM END USER’S USE OF THE SOFTWARE, WHETHER ILLEGAL OR OTHERWISE. END USER AGREES TO REIMBURSE STA IN FULL FOR ANY COSTS INCURRED BY STA WHILE DEFENDING ANY ACTION, EXECUTIVE, LEGAL, OR OTHERWISE, RESULTING FROM END USER’S USE AND INSTALLATION OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY’S FEES. IN ANY EVENT, IF ANY ACTION OR ADVERSE JUDGMENT RESULTS TO STA FROM END USER’S INSTALLATION OR USE OF THE SOFTWARE, STA’S LIABILITY, WHETHER TO END USER OR TO ANY THIRD PARTY, SHALL BE LIMITED TO THE PRICE END USER PAID TO STA UNDER ANY AGREEMENT BETWEEN END USER AND STA FOR THE SOFTWARE. NO AWARD, FINE, OR ANY OTHER REMEDY OR PENALTY ASSESSED AGAINST STA, WHETHER IN FAVOR OF END USER OR ANY THIRD PARTY, SHALL BE IN EXCESS OF THE AMOUNTS OR MONIES END USER PAID TO STA FOR A LIMITED RIGHT TO USE THE SOFTWARE GRANTED HEREUNDER.

5. U.S. Government Restricted Rights

The Software and any accompanying materials are provided with Restricted Rights. Use, duplication, or disclosure by the Government is subject to restrictions set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227.7013 or subparagraphs (c)(1) and (2) of Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Seppi Technology Associates, LLC, is located at 4747 Research Forest Drive, Suite-180-317, The Woodlands, Texas 77381.

6. Entire Agreement

This Agreement constitutes the entire agreement between parties with respect to the subject matter hereof and merges all prior and contemporaneous communications.

7. Modifications

STA reserves the right to amend, modify, or update this EULA from time to time, with or without notice to End User.

8. Severability

If any provision of this Agreement is held to be illegal, void, or unenforceable for any reason, all other provisions of the Agreement shall remain in full force and effect.

9. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, excluding the conflict of law principles.