End User License Agreement

 

You have been designated as an “Authorized End User” of BxLink©, Viewer+© or one of Lumea’s other software, services, or products (individually or collectively the “Product”), by Lumea, or a party authorized by Lumea to do so (such other party, “Company”). Your access to the Product has been granted in connection with your employer, or the person or entity who has engaged your services (collectively, “Employer”) entering into or being subject to an agreement or terms and conditions relating to the access and/or use of the Product. Your use of the Product is contingent upon your acceptance of and adherence to this End User License Agreement and the associated Terms of Service found here.

You acknowledge and understand that the Product has not been approved by the U.S. Food and Drug Administration as a clinical tool for medical advice, diagnosis, or treatment. You are personally responsible for following all regulatory guidelines and your own judgement in your use of the Product. You shall not use the Product in violation of any law, regulation, or rule.

Your status as an Authorized End User may be revoked or suspended at any time and for any reason by Company, Lumea or your Employer. Your right to use the Product only extends to the functions for which you are provided access, including as described in “Documentation” produced by Lumea, such as user manuals, technical manuals and any other materials which describe the specifications or operation of the Product. Any use or attempted use beyond these limits is strictly prohibited, and you shall not attempt to remove, disable, circumvent, or otherwise create or implement any workaround to these limits or access controls. Any such action by you will be considered a breach of this agreement, and you may expose you or your Employer to severe penalties and liability.

The personal information and credentials that identify you and authenticate your access to the Product are unique to you. You shall not share or otherwise provide any access to, or use of, the Product, any features or functionality of the Product or any Documentation to any person or entity, including another Authorized End User, for any reason. You must notify Company and Lumea immediately of any unauthorized access to, or use of, your credentials, or any other breach of security of which you become aware.

The Product makes use of electronic signatures in compliance with 21 CFR Part 11. The symbols and processes associated with any document you electronically sign in the Product with the intent to sign or authenticate the document through electronic means, shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system. You acknowledge and accept accountability and responsibility for actions initiated under your electronic signature.

The Product is provided for access and use only by Authorized End Users located within the United States. As such, you are prohibited from using it outside of the United States unless Lumea has otherwise authorized international use by Authorized End Users of Company.

All aspects of the Product, including among other things, its design, function, and Documentation, are considered “Lumea Intellectual Property”. Equipment, products, and materials provided by Lumea or marked with the Lumea brand are also considered Lumea Intellectual Property. You do not acquire any ownership, right, title and interest in the Lumea Intellectual Property or any other rights thereto through your use of the Product and the Documentation, other than the right to use such items as expressly described in this agreement. You shall not attempt to analyze, copy, decompile, reverse engineer, disassemble, decode, modify, translate, adapt, or in any way make a derivative work of any Lumea Intellectual Property, or gain access to the source code of any part of the Product, nor shall you assist or enable others to do the same. You shall honor any trademarks and copyrights represented within Lumea Intellectual Property, and shall not remove, delete, alter, or obscure any trademarks or proprietary rights notices included on or in Lumea Intellectual Property. You shall not use Lumea Intellectual Property for purposes of competitive analysis, the development of a competing product or service, or any other purpose that is to Lumea’s commercial disadvantage. Furthermore, feedback or ideas provided by you to Company or Lumea while using the Product and any Documentation become the property of Lumea and may be incorporated into Lumea Intellectual Property without payment or attribution.

As an Authorized End User, Lumea will share with you on occasion “Confidential Information”, which includes all Lumea Intellectual Property, any other information marked as “confidential” or which is otherwise identified as “confidential” when it is disclosed to you, as well as any information that a reasonable person would consider confidential at the time of its disclosure. You agree to use Confidential Information only for authorized purposes in your use of the Product and not to share it with any other person or entity, other than another Authorized End User who needs to know such Confidential Information for purposes of exercising the rights and performing the obligations of your Employer and has been informed of the sensitive nature of the Confidential Information. If you cease to be an Authorized End User, you must promptly return or destroy all Confidential Information in your possession. You must maintain the confidentiality of all Confidential Information, in any form, even after your use of the Product comes to an end.

Data collected and stored about you, your devices used to access the Product, and your use of the Product is owned by you. You agree that Lumea may use such information for any purpose related to your use of the Product, including but not limited to, improving the performance of the Product, developing new features or updates, verifying your compliance with the terms of this agreement, and enforcing Lumea’s rights, including all Lumea Intellectual Property rights.

Data relating to patients collected, stored, or uploaded to by you to the Product, created by you using the Product, or otherwise received by Lumea in connection with your use of the Product retains its original ownership. By providing this information to Lumea, you confirm that you have the right to do so and that Lumea has the right to use the data in the performance of its duties relating to the operation of the Product. Lumea also retains the right to use such data for any other purpose not prohibited by the Health Insurance Portability and Accountability Act of 1996.

THE PRODUCT IS PROVIDED TO YOU “AS IS”, WITHOUT ANY WARRANTY AS TO FUNCTION, DEFECTS, AVAILABILITY, OR SUITABILITY TO PURPOSE. IN NO EVENT WILL LUMEA OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE LICENSORS, LICENSEES, OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PRODUCT. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER ANY AGREEMENT TO WHICH YOUR EMPLOYER OR COMPANY IS A PARTY, INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY THAT LUMEA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS, LICENSEES, OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE BXLINK SHALL BE SOLELY PURSUANT TO THE APPLICABLE AGREEMENT GOVERNING SUCH RELATIONSHIP, AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

This agreement is governed by, and construed in accordance with, the internal laws of the State of Utah without giving effect to any choice or conflict of law provisions or rule that would require or permit application of the laws of any jurisdiction other than those of the State of Utah. Any legal suit, action, or proceeding arising out of or relating to this agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Utah in each case located in Salt Lake City and County of Salt Lake, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Dated: 2/20/2024

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