TRIMEDX USER AGREEMENT

TRIMEDX Holdings, LLC, an Indiana limited liability company (together with its affiliates, hereinafter "TRIMEDX") owns and offers licensed software including Clinical Asset Informatics and its various suites and packages (collectively, the "Software"). Subject to this TRIMEDX User Agreement (this "User Agreement"), TRIMEDX authorizes Users to use the Software and the information available therefrom pursuant to a limited license solely for purposes permitted by TRIMEDX including as set forth under an Agreement (as defined below). Each such User must agree to this User Agreement prior to accessing the Software and accessing the Software confirms such agreement. TRIMEDX may revise the User Agreement from time to time and each User is responsible for reviewing the User Agreement prior to accepting it which is required before use of the Software.

For purposes of this User Agreement "Customer" means a customer directly contracted with TRIMEDX pursuant to Healthcare Technology Management Services Agreement or similar agreement (each, the "Agreement" as to such Customer), and "User" means any person or entity which is authorized to use the Software by receiving a user name and password via the appropriate registration procedure made available related to the Software. In the event that any term or condition of the Agreement conflicts with any term or condition of this User Agreement, the term or condition of the Agreement will control. Any license granted hereunder is subject to and terminates concurrent with those related licenses set forth to Customer under the Agreement.

1. Privacy Policy Incorporated. Use of the Software involves exchanging Personal Information (as defined in TRIMEDX's Privacy Policy). Any such exchanges are governed by TRIMEDX's Privacy Policy, as applicable, and the terms of this User Agreement. The Privacy Policy is incorporated herein by this reference and is accessible via the following link: https://trimedx.com/privacy-policy. "Website" may be used in place "Software" therein.
2. Acceptance of User Agreement. By accessing the Software, each User agrees to be bound by the terms of this User Agreement. Each User also agrees to be bound by all applicable laws, rules and regulations, including U.S. export and re-export control laws and regulations. If a User does not agree to this User Agreement or if User's acts or omissions are in conflict with laws, rules, or regulations, the User is prohibited from accessing the Software.
3. License. TRIMEDX grants each User a limited, revocable, non-exclusive, non-transferable license, without the right to sublicense, to access and use the Software solely for purposes permitted by TRIMEDX as extended pursuant to an Agreement.
4. Term and Termination. This User Agreement continues in force and effect during such User's use of the Software. The license provided under this User Agreement terminates upon the User's breach of any term or provision of this User Agreement, upon TRIMEDX's revocation of the license which TRIMEDX may invoke at any time and in its sole discretion in accord with the Agreement, or upon termination or expiration of the license.
5. Authority. Each User represents and warrants that such User has the authority, whether individually or acting on behalf of an entity, to take any action or to otherwise participate through the Software in any functions available therefrom. Each User further represents and warrants that such User will not provide any false or fraudulent information, or provide information on the Software that is not true, complete, and accurate as to such User's capabilities or that is outside the scope of User's authority.
6. Intellectual Property. As between any User and TRIMEDX, TRIMEDX owns all intellectual property related to the Software and any and all enhancements, improvements, or modifications thereto even if arising from a suggestion from a third party including a User. All materials provided under or as part of the Software are owned and held by TRIMEDX as the owner of the Software and related items (the "Materials"). "TRIMEDX," and other marks are registered marks of TRIMEDX as may be, but are not obligated to be, noticed by an accompanying ® or other designation. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written and executed permission of a TRIMEDX executive. Permission is granted to display, copy, distribute, and download the Materials for the purposes solely as approved by TRIMEDX in advance and in an executed writing as set forth above, provided the User does not modify the Materials and that the User retains all copyright and other proprietary notices contained in the Materials. This permission terminates automatically if the User breaches any term or condition of this User Agreement or upon termination or expiration of the license granted to the User herein. Upon termination or expiration of the license, User must immediately destroy any downloaded or printed Materials. User also may not "mirror" any material contained in the Software. User will not reverse engineer, decompile, or disassemble the Software or communication protocol used by the Software. Any unauthorized use of any material contained in the Software may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Other product and company names mentioned herein may be trademarks and/or service marks of their respective owners.
7. Confidentiality. "Confidential Information" means any confidential or proprietary information disclosed to a User or TRIMEDX (the "Receiving Party") by the other party through or related to the use of the Software, including, but not limited to, product plans, specifications, training materials, software designs and code, User and user names, passwords, information, and any related information, materials, or documents. Confidential information does not include any information which: (a) is or becomes generally available to the public through no wrongful act of the Receiving Party; (b) was in the Receiving Party's possession prior to the time it was acquired from the disclosing party and which was not directly or indirectly acquired from the disclosing party; (c) is independently made available as a matter of right to the Receiving Party by a third party lawfully in possession thereof, and who was not, to the Receiving Party's knowledge, under an obligation to the disclosing party not to disclose it; or (d) is independently developed by or for the Receiving Party by persons not having exposure to the disclosing party's Confidential Information. The Receiving Party agrees: (x) not to disclose, directly or indirectly, to any third party any portion of the Confidential Information; (y) to take reasonably necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as the User would with its own confidential information; and (z) promptly notify the disclosing party in writing upon learning of any unauthorized use or disclosure of the Confidential Information. If a User receives or otherwise has access to a third parties Confidential Information based on error or otherwise, it will immediately provide notice to TRIMEDX, take all steps to mitigate any damage that may result from such improper or unintended receipt, and cooperate with TRIMEDX to ensure they can comply with all applicable laws, regulations, and/or third party requirements.
8. Representations, Warranty Disclaimer, and Indemnification
   1. Disclaimer of Warranty. While TRIMEDX uses reasonable efforts to assure the inclusion of accurate and current information in the Materials, TRIMEDX makes no warranties or representations as to their accuracy. TRIMEDX assumes no liability or responsibility for any typographical, data input errors, calculation errors, or other errors or omissions in the content on the Materials. TRIMEDX PROVIDES THE SOFTWARE AND MATERIALS "AS IS", WHERE IS, AND AS AVAILABLE, WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TRIMEDX SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TRIMEDX DOES NOT WARRANT (1) THAT THE SFOTWARE WILL BE CONTINUOUS, UNINTERRUPTED, OR SECURE, AND NOTIFIES THE USER THAT OPERATION OF THE SOFTWARE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF TRIMEDX'S CONTROL, (2) THAT THE SOFTWARE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (3) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR (4) THAT THE MATERIALS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
   2. Disclaimer of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL TRIMEDX BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE INFORMATION OR MATERIALS ON TRIMEDX'S SOFTWARE OR ANY ERROR IN OR DEFICIENCY OF THE SOFTWARE, EVEN IF TRIMEDX OR A TRIMEDX AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (2) ANY COSTS ARISING FROM THE USER'S OR OTHER THIRD PARTY USER'S USE OF MATERIALS FROM THE SOFTWARE WHICH RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF ANY EQUIPMENT OR DATA OWNED BY THE USER OR ANY THIRD-PARTY. TRIMEDX and its employees, officers, directors, agents, affiliates, subsidiaries, and independent contractors will not be liable to the User for any claims, causes of action, costs, expenses, damages, or other liabilities of any nature which may arise from or be asserted against TRIMEDX as a result of any third party claim.
   3. Indemnification. Each User will indemnify, defend, and hold harmless TRIMEDX, its parent, subsidiaries and affiliates, and each of their respective employees, officers, directors, agents, affiliates, subsidiaries, and independent contractors from and against any and all liability, loss, injury, claims, including third party claims, costs, expenses, damages, attorneys' fees, court costs, litigation expenses and related expenses ("Liabilities") which may be brought or asserted against TRIMEDX by a person, company, or entity, including, but not limited to, other Users or third parties which are not parties to this User Agreement (a "Third Party").
9. Relationship of Parties. Each User agrees that no joint venture, partnership, employment, or agency relationship exists between the User and TRIMEDX as a result of this User Agreement or the User's use of the Software.
10. Governing Law. The terms of this User Agreement and the User's use of the Software and all other matters related hereto will be governed, construed, and interpreted by the laws of the State of Indiana, excluding its conflict-of-laws rules. The parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Indianapolis, Indiana.
11. Miscellaneous
    1. Entire Agreement. Except for the existence of an Agreement as provided in the introduction, this User Agreement embodies the entire agreement relating to the subject matter hereof and supersedes any previous agreements or understandings in effect. If any part, term, or provision of this User Agreement is held illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over the subject matter of this User Agreement, the validity of the remaining portion or portions will not be affected thereby.
    2. Surviving Provisions. The provisions of this User Agreement which by their nature call for a continuing obligation upon a party beyond the term, will survive the termination of this User Agreement.
    3. Authority. The User represents the User, or the representative accepting this User Agreement on behalf of the User, has full and complete authority to enter into and bind the User to this User Agreement.