END USER LICENSE AGREEMENT

This End User License Agreement (“Agreement”) is a binding agreement between you (“End User” or “you”) and Referrable, LLC (the “Company”). This Agreement governs your use and access of the software or platform, including all related documentation and other links allowing access to the software and/or platform and any names or tradenames which the software and/or platform comes to be known by (collectively the “Platform”). THIS PLATFORM HAS BEEN LICENSED AND NOT SOLD TO YOU.

By clicking the “agree” button and by accessing, downloading, installing, or using the Platform, you (a) acknowledge that you have read and understand this agreement; (b) represent that you are 18 years of age or older; (b) understand this agreement; and (c) agree that you are legally bound by its terms. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE PLATFORM, AND DELETE IT FROM ALL DEVICES YOU CONTROL.

Generally

The Company provides the Platform to various individuals and entities, including any entity under whom you are accessing the Platform, in order to assist customers and End Users with various software offerings including without limitation those using artificial intelligence (“AI”) and which allow for various healthcare providers to post the needs of their patients which they cannot serve in a deidentified and unidentifiable manner and respond to the same from other healthcare providers as to promote quality of care.

Interactions with Other Documents; Incorporation by Reference

This Agreement is a component of the Company’s Privacy Notice and Website Terms of Use. Capitalized terms not defined herein have the meanings set forth in the Privacy Notice and Website Terms of Use. The terms of this Agreement shall be interpreted to give effect to each term set forth herein. If the terms of this Agreement are irreconcilable with other terms contained in the Privacy Notice or Website Terms of Use, the terms of this Agreement shall govern. This Agreement incorporates by reference the Privacy Notice and Website Terms of Use.

License Grant

Subject to the terms of this Agreement, the Company grants you a limited, non-exclusive, and nontransferable license to:

• Access, download, install, and use the Platform for your personal, non-commercial use on one or more devices owned or otherwise controlled by you (each a “Device”) strictly in accordance with the Platform’s documentation; and,
• Access, stream, download, interact, and/or use on such Platform, such Content and Services (as defined below) as are made available in or otherwise accessible through the Platform, strictly in accordance with this Agreement and the Privacy Notice or Website Terms of Use applicable to such Content and Services as set forth below.

License Restrictions

You shall not:

• copy the Platform, except as expressly permitted by this license;
• modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
• remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
• rent, lease, lend, sell, resell, sublicense, assign, distribute, publish, transfer, share, or otherwise make available the Platform, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time;
• upload, post, portray, show, or otherwise provide, in any form or format, information of any kind that identifies or could identify—including through reverse-identification procedures—any patient; or,
• remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform.

Reservation of Rights

You acknowledge and agree that the Platform is provided under limited license, and not sold, to you. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Company and each of its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Compliance

You understand that you are solely responsible for complying with all law and regulation applicable to your clients, practice, and how you use of the Platform, including without limitation the content that you upload into the Platform. You promise that under no circumstances will you upload, portray, show, or otherwise provide identifiable patient information in the Platform. You understand that information you post on the Platform is accessible by others and that posting patient information in an identifiable manner may result in a violation of applicable privacy law(s). By using the Platform, you represent that you are: (a) currently a healthcare provider in good standing in your state of practice or coach, (b) not excluded, debarred, or under investigation by any government agency or in connection with any government healthcare program; (c) in full compliance with any operative law and regulation applicable to healthcare for your practice; and (d) that each of items (a)-(c) will at all times remain true while you are using or affiliated with the Platform. You agree at all times while using the Platform to implement reasonable technical, physical, and administrative measures to safeguard sensitive information. You understand and acknowledge that the Company’s policy is to comply and cooperate with law enforcement. You further understand that any mandatory or other reporting obligations you face as a healthcare provider are strictly yours to comply with and that the Company will not make a report of any kind on your behalf unless required by law. As a condition precedent to your access to the Platform, you agree to never send, receive, or otherwise exchange any remuneration of value with another user (outside of Platform access subscription fees discussed hereunder which are paid by you to the Company directly), and you acknowledge that such practices can trigger application of various fraud, abuse, and other healthcare laws which can impose criminal and civil penalties. YOU PROMISE TO DISCLOSE TO YOUR PATIENTS IN A WRITTEN DOCUMENT ACKNOWLEDGED BY THEM OR THEIR LEGAL REPRESENTATIVE THAT YOU MAY USE THEIR INFORMATION IN DE-IDENTIFIED FORM FOR THE PURPOSES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION TO FIND THE BEST PROVIDER TO MEET THEIR UNIQUE NEEDS.

Collection and Use of Your Information

You acknowledge that when you download, install, or use the Platform, the Company or a representative thereof may use automatic and other means to collect information about your Devices, internet connection, your use of the Platform, and other items. You also may be required to provide certain information about yourself (all provided information “User Information”) as a condition to accessing, downloading, installing, or using the Platform or certain of its features or functionality, and the Platform may provide you with opportunities to share information about yourself with others. All User Information we collect through or in connection with this Platform is subject to our Privacy Notice. By accessing, downloading, installing, using, and providing information to or through this Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Notice. You may be asked to provide voluntary or other feedback or information (collectively, “Feedback”) in response to a survey or other quality assurance mechanism. As a material inducement to allowing your use of the Platform, you agree that providing Feedback does not entitle you to any right, title, interest, or other claim of ownership to the Platform or in the Company or any of its intellectual or other property, and you hereby irrevocably waive any right, title, interest, or other claim to the same. You further agree that using the Platform during any testing phase or other period does not entitle you to any right, title, interest, or other claim of ownership to the Platform or the Company. You consent to receive electronic communications, including by short-message service, electronic mail, and by telephone regarding your use of the Platform, our services, the Platform, or your interactions therewith. You further acknowledge that the Company may use artificial intelligence in delivering its services and hereby consent to the same.

Content and Services

The Platform may provide you with access to the Company’s website(s) alongside products and services accessible thereon, and certain features, functionality, and content accessible on or through the Platform may be hosted on the Platform (collectively, “Content and Services”). Your access to and use of such Content and Services, and of this Platform, are governed by the Platform’s Privacy Notice or Website Terms of Use, incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Privacy Notice or Website Terms of Use (including applicable Privacy Notice(s)) and/or to register with the Platform, and your failure to do so may restrict you from accessing or using certain of the Platform’s features and functionality. Any violation of such Privacy Notice or Website Terms of Use will also be deemed a violation of this Agreement.

Platform Processes

Generally, the Platform allows clinicians and users to post a profile, describe their services, and look for other services in the community. The Platform also allows its users to post specific needs of clients or patients the user has and cannot meet while using no identifying information regarding the client or patient. You must not use the Platform if you are a patient. When you post a need for a particular client, you must refrain from posting any identifiable information about the patient. The Platform will then allow other providers to review the posted need and decide whether to respond with interest or additional contacts. The platform does not select specific providers to portray an applicable post. Instead, any user who responds can be seen on the post unless the user who posts the need limits it to five responses, in which case the first five users to respond shall be the maximum of permitted user responses.

Intellectual Property

Unless otherwise provided for herein, this Platform and all Content including AI Inputs and Outputs and Services contained in and accessed through the Platform (except for Third-Party Materials), and all intellectual property rights of any sorts therein, including without limitation all trademark, patent, trade secret, and copyrights, are the sole property of the Company. By using the Platform, you hereby acknowledge the Company’s title and ownership of the Platform, Content, and Services.

Payment

You agree to pay all fees when due. We may utilize a third-party payment processing platform, and you consent to disclosure of your information thereto in order to process payments and provide the services. Where you do not pay timely, we reserve the right to suspend or terminate your access to the Content and Services subject to applicable law. The Platform costs fifteen dollars ($15.00) per month, per user, to access, provided however that the Company may amend its fees in its lawful discretion with or without notice to you. This fee applies evenhandedly to all users and there are no fees to access or make a higher frequency of posts.

Geographic Restrictions

The Content and Services are based in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States of America, and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States of America, you are responsible for compliance with all applicable laws of the accessing jurisdiction.

Updates

The Company or an authorized representative may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:

• the Platform will automatically download and install all available Updates; or
• you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Platform or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.

Third-Party Materials

The Platform may display, include, or make available third-party content (including data, information, software, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. Please see our Privacy Notice or Website Terms of Use for more information.

Term and Termination

• The term of Agreement commences when you download or install the Platform and will continue in effect until terminated by you or the Company as set forth in this Section.
• The Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
• Upon termination:
  • all rights granted to you under this Agreement will also terminate; and
  • you must cease all use of the Platform and delete all copies of the Platform from your Devices and account.
• Termination will not limit any of the Company’s rights or remedies at law or in equity.

Disclaimer of Warranties

EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PLATFORM IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER PLATFORM, PLATFORMS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED INCLUDING WITHOUT LIMITATION THOSE CAUSED BY ARTIFICIAL INTELLIGENCE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, AND ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS SHALL HAVE NO LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE CONTENT AND SERVICES FOR:

• PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
• DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOUR ACCOUNT FOR THE PLATFORM UNDER THE PLATFORM LICENSE.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold harmless the Company, alongside its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including actual attorneys’ fees, arising from or relating to your use or misuse of the Platform or your breach of this Agreement, including but not limited to the content you submit or make available through this Platform.

Export Regulation

The Platform may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the US.

Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation of Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED UNLESS OTHERWISE REQUIRED BY LAW.

Entire Agreement

This Agreement, the Privacy Notice or Website Terms of Use, Order Form(s), and our Privacy Notice constitute the entire agreement between you and the Company with respect to the Platform and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Platform.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

Enforcement

You shall be responsible for any costs that the Company incurs in successfully enforcing the terms of this Agreement or any other agreement between you and the Company.

Should you have any questions about this Agreement, please contact us at support@referrablenetwork.com.