Software License Agreement

IMPORTANT - READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity), on the one hand, and Minerva Health Technologies Inc. (referred to herein as “Licensor”), on the other hand, for the software, hardware and other products that are associated with this EULA, including but not limited to the Minerva Health Manager computer software, associated media, flash drives, printed materials, a viewer, “online” or electronic documentation, and Internet-based services (the “Product”).

Please also carefully review the Terms of Use on Licensor’s website, http://www.myminerva.com, and the Privacy Policy accompanying the Product for information regarding how Licensor stores and uses your personal and/or health information.

CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS EULA PRIOR TO DOWNLOADING OR USING THIS SOFTWARE.

BY PURCHASING, INSTALLING, DOWNLOADING, COPYING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT PURCHASE, DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE PRODUCT. PURCHASING, DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE PRODUCT WITHOUT AGREEING TO THIS EULA IS DONE SOLELY AT YOUR OWN RISK, AND YOU MAY BE HELD LIABLE FOR VIOLATIONS OF THIS EULA.

ALL PURCHASES OF THE PRODUCT ARE FINAL. YOU MAY NOT RETURN THE PRODUCT AND NO REFUNDS WILL BE GIVEN FOR ANY REASON, WITHOUT EXCEPTION.

1. GRANT OF LICENSE; USAGE RULES

Licensor grants you a non-exclusive right to use the Product, provided that you comply with all terms and conditions of this EULA. Your use of the Product is conditioned upon your prior acceptance of the terms of this EULA. Licensor sells and ships products to end user customers only. You may not purchase for resale. Licensor reserves the right to refuse or cancel your order if Licensor suspects you are purchasing for resale.

You shall be authorized to use the Product only for personal, noncommercial use. You shall be authorized to purchase and download the Product onto a single computer, workstation, terminal or other device (“Computer”). No person, household or office shall be entitled to use the Product on more than one Computer. The network version of the Product may only be used on a single site network. You agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Product or used to administer this EULA.

2. SOFTWARE TRANSFER

You may physically move the software component of the Product to a different computer, provided that you delete the software from the original Computer and otherwise remain in compliance with all terms of use under this EULA. You may not electronically transfer the EULA from one computer to another over a network. You may not distribute copies of the Product to others. You may not modify or translate the Product without the prior written consent of Licensor.

YOU MAY NOT USE, COPY, MODIFY, REVERSE ASSEMBLE, REVERSE COMPILE OR TRANSFER THE PRODUCT, ITS COMPONENTS OR DOCUMENTATION, OR ANY COPY THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA.

3. BACK-UP, COPYRIGHT AND RESERVATION OF RIGHTS

You may not copy the Product, its components or documentation except for back-up purposes and to install the software onto the computer as part of the initial execution of the Product. You must reproduce the following copyright notice on any back-up copy: “Copyright (c) 2012 Minerva Health Technologies Inc. All Rights Reserved.” Any other copies of the Product, its components or documentation are in violation of this EULA.

Licensor reserves all rights not expressly granted to you in this EULA. The Product, all of its components and its related documentation, and any derivative works thereof, are protected by copyright and other intellectual property laws and treaties. Licensor and/or its assignees and licensees own the title, copyright, and other intellectual property rights in the Product. The license granted to you for the Product by Licensor is limited to a non-transferable license to use the Product as permitted by this EULA. This EULA does not allow you to use the Product on any computer that you do not own or control. The Product is licensed, not sold, to you as set forth in this EULA.

THE USE OF THE PRODUCT OUTSIDE OF THE SCOPE OF THIS EULA IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF LICENSOR AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING BUT NOT LIMITED TO POSSIBLE MONETARY DAMAGES FOR COPYRIGHT INFRINGEMENT.

4. TERM

This EULA is effective until terminated. You may terminate it by destroying all components of the Product and all copies thereof. This EULA will also terminate if you fail to comply with any term or condition of this EULA. You agree upon such termination to destroy the original and all copies of the Product in your possession and to remove the electronic components of the Product from any computer in your control.

5. CONSENT TO USE OF DATA

You agree that Licensor and its affiliates may collect and use information in order to maintain a proprietary database and/or as part of the product support services provided to you, if any, related to the Product. Licensor will not disclose this information in a form that personally identifies you.

6. UPGRADES

The terms of this EULA will govern any upgrades provided by Licensor that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate EULA, in which case the terms of that EULA will govern. To use the Product identified as an upgrade, you must first be licensed for the Product identified by Licensor as eligible for the upgrade. After upgrading, you may no longer use the software that formed the basis for your upgrade eligibility.

7. INFORMATIONAL PURPOSES ONLY

The Product is intended by Licensor to be used for informational purposes only. The Product is not intended by Licensor to provide any diagnostic or clinical decision-making or health management functions. The clinical accuracy of the data and information stored in the Product is not within the control or responsibility of Licensor, the Product, physicians, other health care providers or caregivers and cannot be guaranteed.

The Product is not a medical device and is not intended and should not be used in the diagnosis, cure, mitigation, treatment or prevention of disease or other condition of the body.

8. SECURITY

You can increase the security of the information saved on your computer and flash drive by creating a username, password and/or pin number. Please choose a password that is easy for you to remember, yet difficult for others to guess. For greater security, you should use a password containing a combination of numbers and letters. If Licensor’s website permits you to create an online account, you must take the same precautions in choosing your online username and password. You are solely responsible for maintaining the confidentiality of your account by choosing a unique username and password, logging-out and closing all browser windows when finished with your session and restricting access to your computer. You agree to accept responsibility for all activities that occur through your account. Please refer to the Privacy Policy for a detailed explanation of how Licensor may access or use your information. There is always a risk that unauthorized parties may breach established security systems.

LICENSOR NEITHER TAKES RESPONSIBILITY FOR NOR WARRANTS THE ACCURACY OR SECURITY OF ANY PERSONAL OR PERSONALLY IDENTIFIABLE INFORMATION, MEDICAL OR OTHERWISE, UPLOADED, DOWNLOADED, SUBMITTED, SAVED ON LOCAL OR REMOTE COMPUTERS, FLASH DRIVES OR VIEWERS AND/OR OTHERWISE TRANSMITTED ELECTRONICALLY BY OR TO YOU THROUGH THE USE OF THE PRODUCT. ANY INTERACTIVE FEATURE OF THE PRODUCT WHEREBY YOU CAUSE INFORMATION TO BE COLLECTED, VIEWED AND/OR STORED BY A THIRD PARTY IS DONE SOLELY AT YOUR OWN RISK. YOU AND/OR YOUR HEALTH CARE PROVIDER ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY INFORMATION COLLECTED, VIEWED AND/OR STORED VIA USE OF THE PRODUCT. LICENSOR TAKES NO RESPONSIBILITY FOR ANY MEDICAL DECISIONS UNDERTAKEN OR INFLUENCED VIA USE OF THE PRODUCT, AND SAME ARE SOLELY AT YOUR RISK.

9. ACCURACY OF INFORMATION

You are solely responsible for the accuracy of all personal and health information entered into the Product. Inaccurate data entry may lead to misdiagnosis or errors in treatment. Because the consequences of misdiagnosis or errors in treatment can be potentially dangerous to your health, you must take every precaution to ensure that your medical history, medications (including dosages), allergies, symptoms and all other information have been entered correctly. Carefully review your information for accuracy every time you log on. Update all information, including but not limited to changes in diagnosis, test results, medical history, allergies, symptoms and medication (including which vitamins, over-the-counter and prescription drugs you are currently taking, and any changes in dosage). Licensor is not responsible for errors in personal or health information entered in the Product.

If you are unsure how to input data, or what data to input, including, but not limited to: diagnoses, procedures, medications, allergies, ICD-9 Codes, NDC Codes, etc., please consult with your physician, check the FAQs, or contact customer service.

10. NO WARRANTY

THE PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT IS ASSUMED BY YOU. SHOULD THE PRODUCT PROVE DEFECTIVE, YOU (AND NOT LICENSOR, ITS DISTRIBUTORS OR DEALERS) ASSUME THE ENTIRE COST OF ANY AND ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. FURTHER, LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, THE PRODUCT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE, AND YOU RELY ON THE PRODUCT AND RESULTS SOLELY AT YOUR OWN RISK.

THERE IS ALWAYS A RISK THAT AN UNAUTHORIZED PARTY MAY BREACH ESTABLISHED SECURITY SYSTEMS.

NEITHER LICENSOR NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE PRODUCT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THE USE, THE RESULTS OF USE, OR INABILITY TO USE SUCH PRODUCT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

11. GOVERNING LAW

This EULA shall be governed by the laws of the State of New York.

12. ACKNOWLEDGMENT

BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO AGREE THAT THIS EULA IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, WHETHER VERBAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS EULA.

Should you have any questions concerning this EULA, please contact in writing: