PLEASE READ THIS END USER LICENSE AGREEMENT AND TERMS OF USE ("Agreement") CAREFULLY. By accessing and using CIVIE Technology LLC’s software-supported platform that you are hereby seeking to access (the "Services"), you agree to be bound by the terms and conditions of this Agreement. This Agreement is binding between you (sometimes referred to as "you" or "your") and CIVIE Technology, LLC’s and their subsidiaries and affiliates (collectively referred to as "CIVIE", "us", "our", or "we").

This Agreement has been prepared as a legally binding license agreement that conditions your use of the Services. This Agreement applies to your use of any page, section, or feature of the Services whatsoever. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. Please carefully review Section 16 of this Agreement for more information.

DO NOT ACCESS THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS OF USE.

1. Your License to Access the Services. CIVIE, its affiliates or Third Party Licensors own and hold all rights, titles and interests in and to the Services and all Intellectual Property Rights contained therein (exclusive of Data), any documentation, including without limitation, all underlying software and information, algorithms, methods and processes, institutional knowledge, all materials related to the Services, all data presented to you via the Services (“Materials”) and all Intellectual Property Rights derived therefrom (“Materials”). You agree not to attempt to copy, reproduce, change, disassemble, reverse engineer, decrypt, frame or translate any part of the Services or otherwise attempt to learn, access, decompile, reverse engineer or otherwise derive the source code, algorithms, structure, or ideas upon which the Services are based or attempt to copy, change, delete or alter any content or functionality within the Services. As used herein, “Intellectual Property Rights” shall mean all intangible legal rights or interests evidenced by or embodied in: (a) any idea, design, concept, technique, invention, discovery or improvement, regardless of patentability, but including patents, patent applications, trade secrets, and know-how; (b) any work of authorship, regardless of copyright applicability, but including copyrights and any moral rights recognized by law; (c) any trademark, trade name or service mark; and (d) any other intellectual property, proprietary or similar rights, including all goodwill pertaining thereto and in each case, on a worldwide basis.

On the condition that you comply with all your obligations under this Agreement, CIVIE: (a) grants you a limited, revocable, non-exclusive, non-transferable license to use and access the Services on one or more compatible device(s) owned by you or under your legitimate control, and (b) use the Services to view the Materials, and (c) input data and other information via the Services. Any use of the Portal is subject to this Agreement. Any use of the Services in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use the Services.

You agree that you will complete any registration or activation process providing CIVIE with accurate information. Your use of the Services may be suspended until you complete the activation and/or registration process or in the event that you fail to maintain accurate account information. CIVIE reserves all rights not expressly granted to you in this Agreement.

Your access to the Services is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content or services we provide in the Services without notice.

2. Your Responsibilities. You agree that when using the Services, you will not: (a) Delete, modify, hack, or attempt to change or alter any portion of the Services; (b) Use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Services, servers, or networks connected to the Services or take any other action that interferes with any other person’s use of Services; (c) Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Services for any reason; (d) Copy, modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Services are based; (e) Introduce into the Services any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to disable, erase, or otherwise harm the Services or perform any such actions; (f) Introduce into the Services, any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (g) Use the Services in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (h) Access or attempt to access any other person’s information or content, or share any usernames and passwords that have been assigned to a unique user or group of users; (i) Screenshot information to be shared any third-party individuals or organizations without the express written consent of CIVIE; (j) Decrypt, transfer, frame, display, or translate any part of the Services; (k) Connect to or access any CIVIE computer system or network without authorization;or (l) Use the information in the Services to create or sell a similar service or similar information.

3. Your Data. CIVIE acknowledges that you are the exclusive owner of all rights, title and interest in and to the information you provide or make available to CIVIE for our provision of the Services (“Data”). By uploading, transmitting, or posting Data, you grant to CIVIE a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute Data in its entirety or in part. You agree that Data does not include derivatives, modifications, manipulations, transformations, aggregations, or de-identification of Data and any information or intellectual property derived therefrom by CIVIE. YOU AGREE TO INDEMNIFY CIVIE, ITS AFFILIATES AND BUSINESS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM ANY SUCH MATERIALS OR ANY FAILURE TO COMPLY WITH THIS SECTION.

4. Third Party Licensors. CIVIE has partnerships and business relationships with third parties who may provide some elements of the Services (“Third Party Licensors”). CIVIE does not own, nor does it control, Third Party Licensor products. You agree that CIVIE will not be responsible for any Third Party Licensor products and further agree to hold CIVIE harmless for your use of any Third Party Licensor products or services. YOU AGREE TO INDEMNIFY CIVIE, ITS AFFILIATES AND BUSINESS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM YOUR USE OF ANY THIRD PARTY LICENSOR PRODUCTS OR MATERIALS.

5. System Unavailability. There may be times when the Services are unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Services will always be available or are completely free of human or technological errors.

6. Errors. The Services may contain typographical mistakes, inaccuracies, or omissions and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Services or any information supplied to you via the Services, or that files available through Services are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.

7. Compatibility. You must provide the equipment and Internet connections necessary to access the Services at your own expense. We do not guarantee that the Services will operate with your computer, tablet, mobile device, network, installed software, internet or mobile carrier service plans, or with any particular computer or other piece of hardware, software, equipment, or device you install on or use with your computer.

8. No Guarantees. THE SERVICES ARE PROVIDED “AS IS”. CIVIE DOES NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF: (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SERVICES; (II) ANY ADVICE YOU GET FROM THE SERVICES; OR (III) ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SERVICES. CIVIE DOES NOT PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY CIVIE AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, DATA, OR CONTENT.

9. Not Legal Advice. CIVIE and its Services are a conduit only. We are not lawyers and do not provide any type of legal or other advice. No attorney-client relationship is formed between you and CIVIE. Any communication, information or recommendation that comes to you or from an attorney or law firm through CIVIE is from that individual law firm or attorney and not Collaborative Imaging.

10. Not for Medical Use. CIVIE DOES NOT PROVIDE MEDICAL ADVICE. THE SERVICES ARE NOT PROVIDED IN THE COURSE OF A PROFESSIONAL RELATIONSHIP BETWEEN A HEALTH CARE PROVIDER AND A PATIENT AND IS NOT INTENDED TO CREATE ANY PATIENT RELATIONSHIP, NOR SHOULD IT BE CONSIDERED A REPLACEMENT FOR CONSULTATION WITH A HEALTH CARE PROFESSIONAL. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF CONTENT AVAILABLE ON THE SERVICES OR THE RESULTS YOU RECEIVE THROUGH THE SERVICES.

11. Compliance with Laws. You represent and warrant to us that your use of the Services will comply with all applicable laws and regulations, including data protection and privacy laws. You agree that you will not use the Services in a way that is unlawful or that violates the rights of a third party.

12. Term & Termination & Suspension. This Agreement shall remain in effect until the earlier of the termination of your use of the Services or termination of this Agreement as set forth herein. CIVIE may terminate or suspend this Agreement and your license to use and access the Services upon written notice: (i) in the event you breach the terms of this Agreement, or (b) in the event you violate any of CIVIE’s Intellectual Property Rights (defined below). Upon termination or expiration of this Agreement for any reason, your licenses shall terminate and you shall cease access and use of the Portal. All provisions of the Agreement which reasonably should survive termination will do so; by way of example but not of limitation, all obligations regarding confidentiality survive. Termination is not CIVIE’s exclusive remedy and all other remedies will be available to CIVIE. You agree that CIVIE may suspend access to the Portal without liability upon written notice to you if: (i) we reasonably believe that the Portal is being used in violation of this Agreement; (ii) you don’t cooperate with our reasonable investigation of any suspected violation of this Agreement; (iii) there is an event for which we reasonably believe that the suspension of access to the Portal is necessary to protect the CIVIE network or our other customers; or (iv) if required by law.

13. CIVIE is Not Liable to You for Your Use of Services. We are not responsible for any damages to you or anyone filing suit on your behalf for any reason. CIVIE AND ITS SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES OR SUCCESSORS-IN-INTEREST, WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RELATING TO THIS AGREEMENT, YOUR USE OF THE SERVICES OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SERVICES AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF COLLABORATIVE IMAGING. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES WILL BE TO STOP USING THE SERVICES.

IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF CIVIE, ITS SUPPLIERS, LICENSORS, PARENTS, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ASSIGNEES OR SUCCESSORS-IN-INTEREST, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED ONE THOUSAND DOLLARS ($1000.00).

14. Indemnification. YOU WILL HOLD HARMLESS, INDEMNIFY, AND DEFEND COLLABORATIVE IMAGING, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES (COLLECTIVELY, “CIVIE PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, AND REASONABLE ATTORNEYS’ FEES ARISING THEREFROM) RELATING TO ANY ACTION OR PROCEEDING BROUGHT BY A THIRD PARTY AGAINST ANY ONE OR MORE OF THE CIVIE PARTIES: (I) ALLEGING INJURY, DAMAGE, OR LOSS RESULTING FROM YOUR USE OF THE SERVICES; (II) ALLEGING THAT YOUR DATA INFRINGES A COPYRIGHT, PATENT, OR TRADEMARK OR MISAPPROPRIATES A TRADE SECRET OF A THIRD PARTY; (III) RELATED TO ANY ACT OR OMISSION BY YOU WHICH IS A BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT; AND (IV) YOUR USE OF INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICES.

You will have the right to defend and compromise such claim at your expense for the benefit of the CIVIE Parties; provided, however, you will not have the right to obligate the CIVIE Parties in any respect in connection with any such settlement without the written consent of the indemnified party. Notwithstanding the foregoing, if you fail to assume your obligation to defend, the CIVIE Parties may do so to protect their interests and you will reimburse all costs incurred by the CIVIE Parties in connection with such defense.

15. Choice of Law; Agreement to Arbitrate. The interpretation of this Agreement and the resolution of any disputes relating to this Agreement will be governed by the laws of the State of New York without regard to any conflicts of laws provisions. All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement) or our operation of the Services shall be resolved by final and binding arbitration to be held in the English language in Saint Louis, Missouri pursuant to the rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part, of this Agreement is void or voidable. Further, if you are located outside of the United States, we retain the right to bring proceedings against you for breach of this Agreement in your country of residence or any other appropriate country.

Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in the courts located in the City of Saint Louis, Missouri, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.

16. General Terms. If any part of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that part will be enforced to the maximum extent permitted by law, and the remainder of this Agreement will remain fully in force. Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision. No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express written consent and in its sole discretion.