SAFEPIPE ™ Software End User License Agreement

IMPORTANT -- READ CAREFULLY: BY CLICKING THE "ACCEPT" BUTTON BELOW, OR BY ACCESSING OR OTHERWISE USING ANY PART OF THE SOFTWARE PROVIDED HEREWITH, YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE SOFTWARE, AND EXIT NOW.

NOTICE TO USER: This End User License Agreement ("Agreement") is a legal agreement. Please read the Agreement carefully before accessing and using the Software. You ("Licensee") agree that this Agreement is like any written negotiated agreement signed by you. The Agreement is enforceable against you and any legal entity that accesses the Software and on whose behalf it is used. If you do not agree with the terms of the Software, do not access or use the Software. The terms of this Agreement shall apply to the SAFEPIPE™ Software, as well as any upgrades, patches, modified versions, updates, additions, and/or copies of the Software licensed to you by SafePipe or The Compliance Group, Inc., unless other terms accompany those items. If so, those terms apply.

Access to and use of this site and its contents are permitted only by Licensed Users. Any other access to or use of this site or its content is unauthorized.

By registering, you certify that the information you provide on the registration form is accurate and pertains only to you. You are responsible for maintaining the confidentiality of the password you are assigned. Your password may not be shared with any other person.

Information, materials, and forms posted by SafePipe are not warranted to be free of errors, other deficiencies, or potential interruptions. In addition, the site may be used by others to post other information, materials, and forms, including changes or additions; SafePipe gives no assurance whatsoever regarding such information or materials. In no event should the availability of such information, materials, and forms be construed as an indication they have been validated by SafePipe or represent the views of SafePipe.

You are authorized to access, use and copy information, materials, and forms available through SAFEPIPE™ Software for medical claims preparation purposes, as further detailed in Section 2.A. Violation of this policy may result in infringement of intellectual property and contractual rights of SafePipe or third parties which is prohibited by law and could result in substantial civil and criminal penalties.

1. Definitions

A. "SafePipe" means Safe Pipe, Inc., dba SafePipe.

B. "Software" means (a) all of the information with which this Agreement is provided, including but not limited to: (i) all software files and other computer files or information; (ii) sample and stock photographs, images, sounds, clip art and other artistic works bundled with SAFEPIPE™ Software; and (iii) related explanatory written materials and files ("Documentation"), and (b) any modified versions and copies of, upgrades, patches, updates, and additions to such information, provided to you by SafePipe or third parties on behalf of SafePipe at any time, to the extent not provided under separate terms (collectively, "Updates").

C. "Workstation" means a terminal, microcomputer, or similar computing device connected via a network to access the Software.

A. Authorized Use. The License granted hereunder allows Licensee to use the Software to:

i. Access and use the Software on Workstations equal to the quantity of Licenses obtained by Licensee and reflected in the License Agreement ;

ii. Display information accessed or downloaded through the reporting functions of the Software;

iii. Transmit the Software's instructions or data in the reporting functions of the Software through devices associated with Licensee at its premises;

iv. Email information generated through the reporting functions of the Software;

v. Fax information generated through the reporting functions of the Software; and

vi. Make prints (hard copies) of information generated through the reporting functions of the Software by any other means.

B. Restrictions on Use. Licensee agrees to use the Software in accordance with the purposes set forth in Subsection A. above, only for Licensee's own use or other use expressly authorized in writing by SafePipe. The Software is subject to the following additional limitations, restrictions and terms of use. Accordingly, without express written consent of SafePipe, Licensee may not:

i. Own title, or transfer title to the Software to another party;

ii. Distribute, lend, sell, rent, assign, sub-license, transfer or otherwise provide access to (electronically or otherwise), copies, or any rights in relation to the Software to any person, organization or entity outside the legal entity of Licensee or make the Software available for use by others in any time-sharing, service bureau or similar arrangement;

iii. Permit the use of the Software on any machine other than the Workstations permitted by Subsection A. above;

iv. Host, on a subscription basis or otherwise, the Software to permit a third party ("Third Party") to use the Software for any reason;

v. Permit a Third Party, exclusive of Licensee's independent contractors and employees, to access the Software while they are on Licensee's premises or remotely access the Software;

vi. Make any copies of the Software for any purpose;

vii. Licensee shall not take any actions to remove, alter, or deface any copyright notices, trademarks, legends, logos, and/or other indicia of ownership on the Software or Documentation;

viii. Modify, enhance, create any derivative work of, reverse engineer, disassemble, decompile, reverse translate, decode or in any way create substantially derived forms of the Software, in whole or in part, in order to derive any source code or other benefit therefrom;

ix. Permit or authorize the modification, enhancement or creation of any derivative work;

x. Use the Software to create any product that directly or indirectly competes with the Software;

xi. Utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by SafePipe in connection with the Software, or use the Software together with any authorization code, serial number, or other copy-protection device not supplied by SafePipe directly or through an authorized licensee;

xii. Utilize any equipment, device, software, or other means designed to circumvent or remove any usage restrictions, or to enable functionality disabled by SafePipe;

xiii. Attempt to utilize or utilize spiders, robots, avatars, intelligent agents, or any other extraction or navigation search except for a normal browser;

xiv. Aggregate, copy, or duplicate any of the materials or information available from the Software except for the those generated through the reporting functions of the Software, or access data not intended for such user; and/or

xv. Publish or otherwise disclose information relating to the performance of the Software to any Third Party unless and to the extent required by law or regulation or as agreed by Licensor in writing.

3. Intellectual Property

A. The foregoing grants of rights give you a limited license to use the Software. Except as expressly provided in this Agreement, SafePipe retains all right, title and interest, including all copyright and intellectual property rights, in and to, the Software (as an independent work and as an underlying work serving as a basis for any improvements, modifications, derivative works, and applications), and all copies thereof. All rights not specifically granted in this Agreement, including federal and international copyrights, patents, trademarks and trade secrets are reserved by SafePipe.

B. You may not copy the Software, including the Documentation, except as set forth in this Agreement. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software, including the Documentation.

C. SAFEPIPE™ and other trademarks contained in the Software are trademarks or registered trademarks of SafePipe or third parties. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. Trademarks only can be used to identify printed output produced by the Software. Such use of any trademark does not give you any rights of ownership in that trademark.

4. Limited Warranty and Disclaimer

A. THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ACCESSIBLE THOUGH OR IN CONNECTION WITH THE SOFTWARE ARE PROVIDED "AS IS", AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAFEPIPE DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED REGARDING THE SOFTWARE, INCLUDING DOCUMENTATION AND RELATED MATERIALS, AND ANY SUCH SERVICES AND CONTENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OR SECURITY. SAFEPIPE DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, NOR DOES SAFEPIPE WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT THROUGH THE SOFTWARE.

B. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

5. Limitation of Liability and Damages

A. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SAFEPIPE, ITS OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES NOR ANYONE ELSE INVOLVED IN THE DEVELOPMENT, MANUFACTURE OR DISTRIBUTION OF THE SOFTWARE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR PERSONAL INJURY, PERSONAL PROPERTY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF TEXT OR DATA STORED IN OR USED WITH THE SOFTWARE AND/OR ANY RELATED SERVICES OR CONTENT ACCESSIBLE THROUGH OR IN CONNECTION WITH THE SOFTWARE, INCLUDING THE COST OF RECOVERING OR REPRODUCING THE TEXT OR DATA OR ANY OTHER PECUNIARY LOSS ARISING FROM OR OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, ANY RELATED SERVICES OR CONTENT ACCESSIBLE THROUGH OR IN CONNECTION WITH THE SOFTWARE AND/OR OTHERWISE. THIS LIABILITY LIMITATION APPLIES EVEN IF YOU OR ANYONE ELSE HAS ADVISED SAFEPIPE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY SUCH DAMAGE IS CAUSED BY, ARISES OUT OF OR RESULTS FROM THE ORDINARY, STRICT, SOLE OR CONTRIBUTORY NEGLIGENCE OF SAFEPIPE, ITS EMPLOYEES, AGENTS, CONTRACTORS OR AFFILIATES. SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

B. YOUR RESPONSIBILITY TO PRESERVE AND PROTECT COMPUTER DATA, SOFTWARE, AND OTHER ELECTRONIC FILES: YOU UNDERSTAND AND AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO BACK UP AND PROTECT ALL DATA, SOFTWARE, INFORMATION AND OTHER FILES STORED IN ANY MANNER ON YOUR COMPUTER, PERIPHERALS, SMARTPHONE OR OTHER APPLICABLE HARDWARE. IF CUSTOMER SUPPORT TECHNICIANS WORK WITH YOU ON ANY PASSWORD OR OTHER ACCESS ISSUES (IN CONNECTION WITH SUPPORT SERVICES), WE STRONGLY RECOMMEND THAT YOU RESET SUCH PASSWORDS(S) OR ACCESS FEATURE(S) IMMEDIATELY. SAFEPIPE AND ITS THIRD-PARTY SERVICE PROVIDERS SHALL NOT BE RESPONSIBLE AT ANY TIME FOR ANY SECURITY, LOSS, ALTERATION, OR CORRUPTION OF ANY OF YOUR SOFTWARE, SYSTEMS, DATA, OR FILES.

C. YOU ACKNOWLEDGE THAT THE INTERNET IS NOT A SECURE NETWORK AND THAT THIRD PARTIES MAY BE ABLE TO INTERCEPT, ACCESS, USE, OR CORRUPT THE INFORMATION YOU TRANSMIT OR RECEIVE OVER THE INTERNET. YOU ALSO ACKNOWLEDGE THAT SAFEPIPE CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT DATA, SOFTWARE, OR OTHER ELECTRONIC FILES THAT MAY BE PROVIDED, SUGGESTED, ACCESSED OR OTHERWISE AVAILABLE FOR DOWNLOAD IN CONNECTION WITH THE SERVICE WILL BE FREE OF DEFECTS, INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING, MALICIOUS OR DESTRUCTIVE PROPERTIES.

D. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT.

6. Basis of Bargain

A. The Limited Warranty and Disclaimer and Limitation of Liability and Damages set forth above are fundamental elements of the basis of the agreement between SafePipe and you. SafePipe would not be able to provide the Software on an economic basis without such limitations. Such Limited Warranty and Disclaimer, and Limitation of Liability and Damages inure to the benefit of SafePipe and its respective successors and permitted assigns.

7. Notice to U.S. Government End Users

A. The Software and Documentation are "commercial computer software" or "commercial computer software documentation" as those terms are used in 48 C.F.R. 12.212 and 227.7202-4. Unless otherwise agreed, use, duplication or disclosure is subject to the restrictions set forth in 48 CFR 227.7202-3(a). The Software is unpublished-rights reserved under the copyright laws of the United States.

8. Termination

A. Without prejudice to any other rights, this Agreement may be terminated by SafePipe immediately and without notice if you fail to comply with any term or condition of this Agreement. In such event, upon termination of the Agreement, (i) the License shall terminate; (ii) you must immediately destroy any and all complete and partial copies of the Software, including Documentation and all backup copies, if you have any of the foregoing; and (iii) you shall permanently terminate any and all use of the Software. In the event of termination pursuant to this Subsection, you will not be entitled to any refund whatsoever.

9. Third Party Software

A. The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are made a part of and incorporated by reference into this Agreement. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein.

B. The Software may facilitate your access to websites maintained by third parties offering goods, information, software, and/or services ("Third Party Online Service(s)"). Your access to and use of any Third Party Online Services is governed by the terms, conditions, disclaimers, and notices found on such site or otherwise associated with such Third Party Online Services. SafePipe may at any time, for any reason, modify or discontinue the availability of any Third Party Online Services. SafePipe does not control, endorse, or accept responsibility for Third Party Online Services. Any dealings between you and any third party in connection with any Third Party Online Services and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. Third Party Online Services might not be available in all languages or to residents of all countries and SafePipe may, at any time and for any reason, modify or discontinue the availability of any Third Party Online Service.

10. General Provisions

A. This Agreement sets forth SafePipe and its representatives' entire liability and your exclusive remedy with respect to the Software and the related matters set forth herein. You acknowledge that this Agreement is a complete statement of the agreement between you and SafePipe with respect to the Software and the related matters, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software and the related matters. You agree that any varying or additional terms contained in any written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect.

B. Licensee may not assign its rights and duties under this Agreement to any party at any time.

C. Licensor may assign or transfer any of its rights or duties under this Agreement, in its discretion, without Licensee's consent. This Agreement will inure to the benefit of and will be binding on Licensor and its respective successors and permitted assigns.

D. The representatives of SafePipe are not authorized to make modifications of this Agreement, or to make any additional representations, warranties or commitments binding upon SafePipe, other than in writing and signed by a duly authorized officer of SafePipe.

E. This Agreement will be construed in accordance with and governed by the laws of the State of Texas (without reference to choice of law principles), except for trademark, copyright and other matters governed by federal law. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in the State of Texas or the federal courts in the State of Texas to resolve any disputes arising under this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

F. The waiver, either express or implied, or the failure or delay of either party to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.

G. You agree that the Software will not be transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. You agree and certify that you are not a citizen or permanent resident of the following countries: Cuba, Iran, North Korea, Sudan or Syria.

H. The Parties agree that this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, which supersedes and merges all prior proposals, negotiations, discussions, understandings and all other agreements, oral or written between the Parties relating to the subject matter. No amendment or modification of any provision of this Agreement shall be effective unless in writing and executed by both parties.

I. Except as otherwise set forth in this Agreement, the provisions of this Agreement are severable, and if any one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby and shall nevertheless be binding between the parties hereto.

J. Licensee agrees that any breach of this Agreement would cause irreparable damage to SafePipe, and that, in the event of such breach, in addition to any and all remedies at law, Licensor has the right to a temporary restraining order, preliminary injunction, permanent injunction, specific performance or other equitable relief to prevent the continuing violation of the terms of this Agreement. Licensee further agrees that any infringement of intellectual property (e.g., patents, copyrights, trademarks or trade secrets) related to the Software shall similarly cause irreparable harm to SafePipe and, in the event of such infringement, Licensor is entitled to, inter alia, immediate equitable relief through a temporary restraining order and/or preliminary injunction.

K. Notwithstanding anything herein to the contrary, the Parties shall not be liable for any delays or failure in performance caused by circumstances beyond the reasonable control of the non-performing party, such as wars or insurrections, acts of government, strikes, fires, floods, earthquakes, work stoppages, embargoes and/or inability to obtain materials.

L. This Agreement is effective upon your acceptance of the Software as set forth herein and shall continue in full force until terminated.

M. Licensee hereby acknowledges that it has read and understands this Agreement and agrees to be bound by its terms.