Logic Key, Inc.
Software License Agreement

READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. USE OF THE SOFTWARE INDICATES ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD PROMPTLY RETURN THE SOFTWARE TO THE PLACE WHERE YOU PURCHASED IT.

You shall be referred to in this Agreement as “Licensee”. Logic Key, Inc., with an address of 75 S Main Street, Linton, IN 47441 9100 Purdue Rd Suite 209, Indianapolis, IN 46268 with a phone number of 317-704-7215 (“Logic Key”) is the licensor. Logic Key has developed the Harmony and customized Harmony software packages (“Software”) and accompanying documentation (“Documentation”). The Software and Documentation, and all copies and modifications, are referred to as the “Licensed Product”.

1. LICENSE. In accordance with the terms and conditions of this Agreement, Logic Key grants Licensee a non-exclusive, non-transferable license to use the Licensed Product in the version and quantities purchased. Logic Key retains all rights in the Licensed Product not expressly granted in this Agreement including patent, trademark, copyright, and trade secret rights. Licensee may make a single copy of the Software for the sole purpose of archiving and only as long as all copyright and other notices of Logic Key are reproduced on such copy. Licensee must acquire a separate license for each physician user of the Software.

2. TERM. This Agreement is effective until terminated. Licensee may terminate this Agreement by returning the Licensed Product to Logic Key. Logic Key may terminate this Agreement if Licensee breaches any of the terms and conditions. Upon termination of this Agreement for any reason, Licensee shall return the Licensed Product to Logic Key. All provisions of this Agreement relating to Logic Key’s proprietary rights, disclaimers of warranties, limitation of liability, remedies, or damages shall survive termination.

3. RESTRICTIONS. Licensee shall not alter, merge, modify, or adapt the Software in any way including, but not limited to, reverse engineering, disassembling, or decompiling. Licensee shall not use the Licensed Product for the purpose of developing a competing product. Licensee shall not sell, distribute, loan, rent, lease, license, or otherwise transfer the Licensed Product or any copy thereof, except that Licensee may permanently transfer the Licensed Product which is the subject of this Software License Agreement along with this Software License Agreement and does not retain any copies of the Licensed Product. If the Licensed Product is Demonstration and Evaluation software, Licensee shall not transfer the Licensed Product, and may only return the Licensed Product to the source.

4. LIMITED WARRANTY. For ninety (90) days from the date of purchase, Logic Key warrants that (I) the Software will substantially conform to the applicable Documentation and (ii) that the medium on which the Software is distributed and the Documentation (if any) are free from defects in materials and workmanship. Logic Key will, at its option, refund the amount paid for any defective item(s) or provide a replacement provided that Licensee notifies Logic Key of the defective item(s) within ninety (90) days from the date of the date of purchase and Licensee returns the defective item(s) to Logic Key within ten (10) days of the notification. Any misuse or unauthorized modification of the Licensed Product will void this limited warranty.

EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE LICENSED PRODUCT IS PROVIDED “AS IS” AND LOGIC KEY MAKES NO WARRANTY, REPRESENTATION, PROMISE, OR GUARANTEE, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTY AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED.

5. LIMITATION OF LIABILITY. Licensee acknowledges the inherent complexity of software and that the Licensed Product may not be completely free of errors. It is Licensee’s responsibility to verify and make backup copies of any work done with the Licensed Product. Licensee hereby agrees and acknowledges that Licensee bears sole responsibility for the operation of the software, the accuracy of data entered, entry of data, the security of personal information from unauthorized persons, maintenance of hardware and/or other systems to avoid loss of data and to provide for the availability of the data in a clinically-relevant manner; that only trained and, when appropriate, licensed, medical professionals will be responsible for medical review and approval of all clinical data; and that only the legally-responsible individuals will be allowed to approve billings to patients and third parties.

LOGIC KEY SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGE OF ANY KIND ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED PRODUCTS INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, TORT, ECONOMIC, COVER, CONSEQUENTIAL, OR DAMAGES OR COSTS RELATING TO LOST PROFITS, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LOGIC KEY SHALL IN NO EVENT BE LIABLE IN ANY DAMAGE RELATED TO FAILURE TO KEEP ACCURATE RECORDS OR INADEQUATE PROCESSING OF RECORDS. LOGIC KEY SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGE RELATED TO LOSS, DESTRUCTION, OR CORRUPTION OF MEDICAL OR OTHER RECORDS OR DATA. LOGIC KEY SHALL IN NO EVENT BE LIABLE FOR OMISSIONS, INCOMPATIBILITY, OR OTHER ERRORS RESULTING FROM CUSTOMIZATION OF THE SOFTWARE. LOGIC KEY SHALL NOT BE LIABLE FOR ANY CLAIM THAT AROSE MORE THAN ONE (1) YEAR PRIOR TO THE INSTITUTION OF SUIT THEREON. LOGIC KEY SHALL IN NO CASE BE LIABLE FOR MORE THAN THE AMOUNT PAID BY LICENSEE FOR THE LICENSED PRODUCT. LOGIC KEY AND LICENSEE EXPRESSLY AGREE THAT LOGIC KEY IS NOT ENGAGED IN THE PRACTICE OF MEDICINE, AND IN NO EVENT SHALL THIS AGREEMENT BE CONSTRUED TO IMPLY THAT LOGIC KEY IS ENGAGED IN THE PRACTICE OF MEDICINE.

6. GENERAL. Logic Key will provide Licensee with maintenance and support services and updates for the Licensed Product only upon a separate written agreement for that purpose. This Agreement shall be governed and interpreted under the laws of Indiana, without regard to conflicts of law provisions. The parties consent to exclusive personal jurisdiction in the Courts of Indiana over any controversy or claim arising out of performance or breach of this Agreement. This Agreement is the complete and exclusive statement of the agreement between Logic Key and Licensee, and supersedes any proposal or prior agreement or any other communications related to the subject matter of this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Any questions concerning this Agreement should be directed to Logic Key at the address or telephone number listed above.