iBLUEBUTTON® END-USER LICENSE AGREEMENT

You have downloaded and installed the iBlueButton application (the "Application") provided by Humetrix, Inc. ("Humetrix"). Humetrix is willing to grant You a limited license to download, install, and operate the Application on the condition that You accept and agree to be bound by the terms of this License Agreement (the "Agreement"). IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, REFRAIN FROM ANY FURTHER USE OF OR ACCESS TO THE APPLICATION.

BY DOWNLOADING, INSTALLING, USING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS OF THE DATE ON WHICH YOU FIRST DOWNLOAD, INSTALL, OR USE THE APPLICATION (SUCH DATE, THE "EFFECTIVE DATE"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, HUMETRIX WILL NOT GRANT YOU ACCESS TO THE APPLICATION, AND YOU SHOULD DISCONTINUE USE OF THE APPLICATION.

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 Application, and will supersede any oral or written proposal, agreement, or other communication between the parties, regarding Your use of the Application. 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 Humetrix may modify the Application at any time with or without notice to You.


1. SCOPE OF LICENSE TO USE THE SOFTWARE

Subject to Your compliance with, and during the term of, this Agreement, Humetrix grants You a non-exclusive, personal, non-transferable, non-sublicensable limited license solely to install and use the Application on any device owned or controlled by You only for Your own internal, non-commercial purposes in accordance with this Agreement and any applicable documentation accompanying the Application or otherwise provided to You by Humetrix. 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 Application 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 Application without the prior written permission of Humetrix.


2. RESTRICTIONS

The Application and its structure, organization, source code, and all text, files, images, graphics, illustrations, information, and other content contained in or available through the Application are the property of Humetrix and are protected by applicable intellectual property laws.

The Application is BASED ON A U.S. PATENTED SYSTEM AND PENDING U.S. PATENTS AND COPYRIGHTED MATERIAL AND OTHER PROPRIETARY MATERIAL. In order to protect them, and except as permitted by applicable legislation, You may not decompile, reverse engineer, disassemble or otherwise reduce the Application to a human-perceivable form. You may not modify, rent, lease, loan, distribute, transfer or copy the Application in whole or in part, or create derivative works based upon the Application in whole or in part. Access to the Application is licensed, not sold, to You for use only under the terms of this Agreement. You may utilize the Application solely as expressly set forth in this Agreement. Humetrix reserves all rights not expressly granted to You under this Agreement. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears in the Application or on any copies thereof. All title, including but not limited to copyrights, in and to the Application and any copies thereof are owned by Humetrix. All rights not expressly granted are reserved by Humetrix.


3. CONSENT USE OF DATA

You agree that Humetrix may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Application. Humetrix may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You.


4. TERMINATION

This Agreement 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, Humetrix may terminate this Agreement immediately, for any reason or no reason, with or without notice to You. You may terminate this Agreement by deleting all copies of the Application in Your possession or control. Upon any termination of this Agreement, all rights granted to You under this Agreement will cease, and You must promptly discontinue all access to and use of the Software.


5. SERVICES; THIRD PARTY MATERIALS

The Application may enable access to Humetrix’s and third party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that You accept additional terms of service.

Certain Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain third party web sites. By using the Services, You acknowledge and agree that Humetrix is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Humetrix does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You.

You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Humetrix is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.

In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from the device are not available in all languages or in all countries. Humetrix makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Humetrix, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Humetrix be liable for the removal of or disabling of access to any such Services. Humetrix may also impose limits on the use of or access to certain Services, in any case and without notice or liability.


6. THIRD PARTY SOFTWARE

The Application may contain or include software code owned or provided by third-party licensors of Humetrix ("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 Humetrix 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.


7. OWNERSHIP

Humetrix retains all right, title and interest, including, without limitation, all intellectual property rights, in and to the Application 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 name "Blue Button" and the Blue Button logo used in the Application are registered Service Marks of the U.S. Department of Health and Human Services (HHS), an agency of the United States Government and are used by permission of HHS; the iBlueButton name and logo are copyrighted by Humetrix and no right or license is granted to You to use them separate from Your right to access the Application.


8. DISCLAIMER OF WARRANTY OF THE SOFTWARE: NO WARRANTY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE APPLICATION ("SERVICES") ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND HUMETRIX HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. HUMETRIX DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HUMETRIX OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.


9. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL HUMETRIX BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF HUMETRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Humetrix’s total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed that portion of the amount paid by You (if any) which is fairly attributable to the Application. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.


10. INDEMNIFICATION

To the fullest extent permitted under law, You agree to indemnify, defend, and hold harmless Humetrix and its officers, directors, 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 the Application; or (2) any breach by You of any representation, warranty or other term or condition of this Agreement.


11. EXPORT LAW ASSURANCES

You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained. In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Application, You represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.


12. GOVERNMENT END USERS

The Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.


13. THIRD PARTY BENEFICIARY

Google and Google’s subsidiaries are third party beneficiaries of this Agreement, and You accept and understand that Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third party beneficiary thereof.


14. CONTROLLING LAW AND SEVERABILITY

The laws of the State of California, excluding its conflicts of law rules, govern this license and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.


15. CONTACT INFORMATION

Any questions regarding this License or the use of the Application should be addressed to:

HUMETRIX
1155 Camino del Mar, #503
Del Mar, CA 92014

Phone: 888-702-2227
Email: ibb.support@humetrix.com


16. COMPLETE AGREEMENT

This License constitutes the entire agreement between the parties with respect to the use of the Application and the related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of Humetrix.


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