VIBE SOFTWARE END USER LICENSE AGREEMENT

PLEASE READ THIS VIBE SOFTWARE END USER LICENSE AGREEMENT (“VIBE EULA”) CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE VIBE SOFTWARE. BY DOWNLOADING, INSTALLING AND/OR USING THE VIBE SOFTWARE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS VIBE EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS VIBE EULA, DO NOT DOWNLOAD, INSTALL AND/OR USE THE VIBE SOFTWARE.

BY DOWNLOADING, INSTALLING AND/OR USING, AND IN CONSIDERATION OF YOUR BEING ALLOWED TO DOWNLOAD, INSTALL AND/OR USE, THE VIBE SOFTWARE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS:

1. Definitions.

As used herein, the following terms shall have the following meanings:

• A. “You,” including any derivative thereof, including “Your,” shall mean and include any person who downloads, installs or uses the VIBE Software.
• B. “VIBE” shall mean VIBELtc, LLC, Blue Purpose, LLC, and each of their respective parent, subsidiary and affiliate companies; the individual owners, members, shareholders, partners and the like of VIBELtc, LLC, Blue Purpose, LLC, and each of their respective parent, subsidiary and affiliate companies; and, each of the respective officers, employees, agents, and other representatives of VIBELtc, LLC, and each of their respective parent, subsidiary and affiliate companies.
• C. “VIBE Software” shall mean this software and all of its versions and updates, whether on-line or downloaded, all standard included and custom reporting and other tools, all on-line and/or electronic documentation relating to the same, and any updates to the same. The term “VIBE Software” shall specifically include, but not be limited in any manner to, the VIBE Sandbox.
• D. “Subscribing Party” shall mean an individual or entity that has executed a VIBE Subscription and Services Agreement.
• E. “VIBE Subscription and Services Agreement” shall mean an executed agreement between a Subscribing Party, on one hand, and VIBELtc, LLC, and/or Blue Purpose, LLC, on the other hand, entitled “VIBE Subscription and Services Agreement” or with a similar title, which governs the relationship of the parties as it pertains to the VIBE Software and sets the various fees and charges applicable thereto.
• F. “Authorized User(s)” means the individuals a Subscribing Party authorizes to access and use the VIBE Software, including the Subscribing Party’s employees and third parties that access the VIBE Software solely on the Subscribing Party’s behalf for the Subscribing Party’s internal operations.
• G. “VIBE Sandbox” or “Sandbox” shall mean a version of the VIBE Software created to demonstrate the capabilities of the VIBE Software without the need of importing or accessing actual patient information or other data or systems belonging to a Potential Customer. The VIBE Sandbox is populated with fictious data and is for demonstration purposes only.
• H. “Potential Customer” means an individual or entity that has executed a VIBE Sandbox User Agreement.
• I. “VIBE Sandbox User Agreement” shall mean an executed agreement between a Potential Customer, on one hand, and VIBELtc, LLC, and/or Blue Purpose, LLC, on the other hand, entitled “VIBE Sandbox User Agreement” or with a similar title, which governs the relationship of the parties as it pertains to the VIBE Sandbox.
• J. “Potential Customer User” means the individuals a Potential Customer authorizes to access and use the VIBE Sandbox, including the Potential Customer’s employees and third parties that access the VIBE Sandbox solely on the Potential Customer’s behalf for the Potential Customer’s internal operations.
• K. “General Terms and Conditions” shall mean the General Terms and Conditions included by VIBE in its most recent standard version of the VIBE Subscription and Services Agreement, excluding any duty for VIBE to provide access to the VIBE Software.

2. General.

Blue Purpose, LLC, has the right to grant limited licenses for the download, installation and use of the VIBE Software under and pursuant to a licensing agreement Blue Purpose, LLC, has with VIBELtc, LLC. Blue Purpose, LLC, is licensing, not selling, the VIBE Software to You as a Subscribing Party and/or as an Authorized User of a Subscribing Party, or the VIBE Sandbox to You as a Potential Customer and/or as a Potential Customer User, only for use in accordance with the terms and conditions of this limited license. Blue Purpose, LLC, reserves all rights not expressly granted. The terms of this License will govern any software upgrades provided by Blue Purpose, LLC, or VIBELtc, LLC, that may replace and/or supplement the VIBE Software, including all custom reporting and/or other tools created by Blue Purpose, LLC, and/or VIBELtc, LLC, unless such upgrade and/or custom reporting or other tool is accompanied by a separate license in which case the terms of that license will govern.

3. Permitted License Uses and Restrictions.

• A. Subject to the terms and conditions of this VIBE EULA, you: (a) as a Subscribing Party and/or as an Authorized User of a Subscribing Party, are granted a limited non-transferable license to download, install and use the VIBE Software only on devices that the Subscribing Party owns or controls as approved by VIBE; or (b) as a Potential Customer and/or as a Potential Customer User, are granted a limited non-transferable license to download, install and use the VIBE Sandbox only on devices that the Potential Customer owns or controls, as approved by VIBE.
• B. You agree not to use the VIBE Software for any purpose or in any manner not specifically authorized by this EULA, the VIBE Subscription and Services Agreement, the VIBE Sandbox User Agreement or the General Terms and Conditions, as applicable.
• C. You agree to use the VIBE Software in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the VIBE Software.
• D. You may not, and you agree not to, sell, market, license, distribute, rent, lease, lend, sell, transfer, redistribute, republish or sublicense the VIBE Software. You may allow only Authorized Users and/or Potential Customer Users to access, use or otherwise view the VIBE Software (including, but not limited, to screenshots, photographs or videos of any screen displaying any portion of the VIBE Software) and may do so solely on a Subscribing Party’s (or Potential Customer’s) behalf and on behalf of a Subscribing Party’s (or Potential Customer’s) internal operations. You may not allow any person who is not an Authorized User or Potential Customer User to access, use or otherwise view any aspect of the VIBE Software. You are responsible for ensuring that Authorized Users and Potential Customer Users comply with the terms of this VIBE EULA and You are liable for any breach of same by a user to whom you make the VIBE Software available.
• E. You may not, and you agree not to, copy (except as expressly permitted by this VIBE EULA), screenshot, screen capture, photograph, video, print or otherwise reproduce, display, post or transmit the VIBE Software or any portion or aspect thereof.
• F. You may not, and you agree not to, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, adapt, translate, combine, merge or create derivative or competing works of the VIBE Software or any services provided by the VIBE Software, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law).
• G. You may not, and you agree not to, refer to or otherwise use any part of the VIBE Software as part of any effort to develop a product or service having any functional attributes, visual expressions, or other features or purposes similar to those of the VIBE Software.
• H. You may not, and you agree not to remove, erase, or tamper with any copyright, logo, or other proprietary or trademark notice printed or stamped on, affixed to, or encoded or recorded in the VIBE Software, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing any third-party as to VIBE’s rights in the VIBE Software.
• I. You agree not to assist, enable or encourage any other person or entity to breach the terms of this limited license or in taking any act which would be a violation of this Paragraph 3.
• J. Any violation, or attempted violation, of the provisions of this Paragraph 3 is a violation of the limited license being provided to you under this VIBE EULA and a violation of the rights of VIBE. If You breach the provisions of this Paragraph 3, this license and all rights You have hereunder will immediately cease and You may be subject to prosecution and damages.

4. General Acknowledgements and Consents.

By using the VIBE Software, You acknowledge, agree and consent that:

• A. VIBE may use and maintain the email address(es), phone numbers and other information You provide as unique account identifiers for the purpose of providing and improving the VIBE Software;
• B. VIBE may collect and use diagnostic, technical, usage and related information, including but not limited to information about your computer, 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 VIBE Software, and to verify compliance with the terms of this VIBE EULA. VIBE may use this information in a form that does not personally identify You, to improve our products or to provide services or technologies to You.
• C. Your use of the VIBE Software may be monitored for security purposes, to ensure compliance with the terms of this EULA and the VIBE Subscription and Services Agreement, the VIBE Sandbox User Agreement or the General Terms and Conditions, as applicable, and for training, modification and development purposes.
• D. You are either (a) a Subscribing Party or an Authorized User of a Subscribing Party or (b) a Potential Customer or Potential Customer User.
  • (i) (i) If you are a Subscribing Party or an Authorized User of a Subscribing Party, You agree to be bound by and to abide by the terms of the VIBE Subscription and Services Agreement, as updated and amended from time to time by VIBE, whether or not You personally executed the VIBE Subscription and Services Agreement. You agree, for Yourself as a Subscribing Party and/or for and on behalf of the Subscribing Party for which you are an Authorized User, that all licensing, subscription and other fees and charges associated with Your use of the VIBE Software and the use of the VIBE Software by any Authorized User to whom You made the VIBE Software accessible, shall be paid timely and in full for all periods during which the VIBE Software is made available. You recognize, consent and agree if all amounts due and payable to VIBE are not paid timely and in full, all access to the VIBE Software may be denied until all amounts due are paid in full along with any applicable interest and penalties. You consent to the denial of access to the VIBE Software under such conditions and specifically waive all claims and rights of recourse you may otherwise have against VIBE relating to the same; or
  • (ii) If you are a Potential Customer or Potential Customer User, You agree to be bound by and to abide by the terms of the VIBE Sandbox User Agreement, as updated and amended from time to time by VIBE, whether or not You personal executed the VIBE Sandbox User Agreement.
• E. If you download, install, use or other access any version of the VIBE Software and, regardless of reason, no VIBE Subscription and Services Agreement VIBE Sandbox User Agreement has been entered by You or the company/entity/facility/individual by which/whom You are employed and/or with which/whom You are contracted, You agree, for Yourself and on behalf of the company/entity/facility/individual by which/whom You are employed and/or with which/whom You are contracted, to be bound by and to abide by the General Terms and Conditions, as updated and amended from time to time by VIBE, and to pay all current licensing, subscription and other fees and charges charged by VIBE at the current rates and amounts charged by VIBE, as updated and amended from time to time by VIBE. You further agree that, without a current executed VIBE Subscription and Services Agreement and/or VIBE Sandbox User Agreement, you have no rights to the continued use the VIBE Software and may be denied all access to the VIBE Software at any time. You consent to the denial of access to the VIBE Software under such conditions and specifically waive all claims and rights of recourse you may otherwise have against VIBE relating to the same.
• F. During any periods during which the VIBE Software (or any version thereof, except the VIBE Sandbox) is accessible to You, but a current VIBE Subscription and Services Agreement is not in effect (either due to the expiration or termination of a previously existing VIBE Subscription and Services Agreement or because a VIBE Subscription and Services Agreement, for any reason, was not previously executed), You agree, for Yourself as a former Subscribing Party, for and on behalf of the former Subscribing Party for which you are/were an Authorized User, and/or for and on behalf of the company/entity/facility/individual by which/whom You are employed and/or with which/whom You are contracted, to: (1) remain bound by the terms of the expired/terminated VIBE Subscription and Services Agreement until new terms are agreed upon or, if no VIBE Subscription and Services Agreement was entered, to be bound by the General Terms and Conditions, as updated and amended from time to time by VIBE; and, (2) continue to pay all licensing, subscription and other fees and charges provided for in the expired/terminated VIBE Subscription and Services Agreement in full and on time per the payment terms of the expired/terminated VIBE Subscription and Services Agreement or, if no VIBE Subscription and Services Agreement was entered, to pay all current licensing, subscription and other fees and charges charged by VIBE at the current rates and amounts charged by VIBE in full and on time per the payment terms of the General Terms and Conditions, as updated and amended from time to time by VIBE.
• G. During any periods during which the VIBE Sandbox is accessible to You, but a current VIBE Sandbox User Agreement is not in effect (either due to the expiration or termination of a previously existing VIBE Sandbox User Agreement or because a VIBE Sandbox User Agreement, for any reason, was not previously executed), You agree, for Yourself as a former Potential Customer, for and on behalf of the former Potential Customer Users, and/or for and on behalf of the company/entity/facility/individual by which/whom You are employed and/or with which/whom You are contracted, to remain bound by the terms of the expired/terminated VIBE Sandbox User Agreement until new terms are agreed upon or, if no VIBE Sandbox User Agreement was entered, to be bound by the terms and conditions for using the same, as updated and amended from time to time by VIBE.

5. Termination.

This VIBE EULA is effective until terminated. Your rights under this VIBE EULA will terminate automatically without notice from VIBE if you or any Authorized User fail to comply with any term(s) of this VIBE EULA or, as applicable, the VIBE Subscription and Services Agreement, the VIBE Sandbox User Agreement or the General Terms and Conditions. Upon the termination of this VIBE EULA, you shall cease all use of the VIBE Software, whether on-line or downloaded, including any and all versions, upgrades, supplements, reports and reporting tools, including custom reports and reporting tools, and/or any other tools created by Blue Purpose, LLC, and/or VIBELtc, LLC, to operate with the VIBE Software, and destroy all copies, full or partial, of the VIBE Software, whether on-line or downloaded, including any and all versions, upgrades, supplements, reports and reporting tools, including custom reports and reporting tools, and/or any other tools created by Blue Purpose, LLC, and/or VIBELtc, LLC, to operate with the VIBE Software. Sections 6, 7, 8 and 9 shall survive any such termination.

6. Disclaimer of Warranties.

THE FOLLOWING LIMITATIONS AND EXCLUSIONS ARE INTENDED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY CONSUMER RIGHTS AND, AS SUCH, SOME OR ALL OF THE FOLLOWING EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO ALL USERS OF THE VIBE SOFTWARE AND/OR MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• A. THE VIBE SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND;
• B. VIBE DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE VIBE SOFTWARE, 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;
• C. USE OF THE VIBE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU;
• D. VIBE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE VIBE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE VIBE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE VIBE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE VIBE SOFTWARE WILL BE CORRECTED; AND
• F. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VIBE SHALL CREATE A WARRANTY. SHOULD THE VIBE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

7. Hold Harmless and Indemnification.

You, for Yourself as a Subscribing Party and/or Potential Customer, for and on behalf of the Subscribing Party for which you are/were an Authorized User or Potential Customer for which you are/where a Potential Customer User, and/or for and on behalf of the company/entity/facility/individual by which/whom You are employed and/or with which/whom You are contracted, expressly covenant and agree to release, hold-harmless and indemnify VIBE, including any client or customer of VIBE, from and against any and all claims, demands, liabilities, rights, actions, causes of action, lawsuits, complaints, investigations, violations of any state or federal law, regulation, order or mandate, expenses, costs, attorney’s fees, or damages of whatsoever kind or nature (including, but not limited to, compensatory damages, punitive damages, contract or tort damages, interest, extra-contractual damages, consequential damages, inconsequential damages and penalties), arising out of Your downloading, installing, using or attempting to use the VIBE Software (“Claims”). You expressly acknowledge Your understanding that the obligation to release, hold-harmless and indemnify VIBE and its clients and/or customers as set forth above is intended to be as broad and encompassing as possible and applies to all Claims against VIBE and its clients and/or customers, whether based on negligence, contract or tort, no matter the legal theory or requested relief or remedy, including, but not limited to, Claims involving breach of contract, tortuous or intentional conduct, recklessness, gross negligence, negligence, violations of any local, state or federal statutes, regulations, orders, rules, or mandates, restitution, agency, vicarious liability, respondeat superior, violations of administrative codes, attorney’s fees, punitive damages, and any and all claims that are derivative in nature.

8. Controlling Law and Severability.

This VIBE EULA will be governed by and construed in accordance with the laws of the State of Mississippi, excluding its conflict of law principles. Any and all Claims brought under this VIBE EULA or in relation to the VIBE Software shall be brought exclusively in the federal and state courts of the State of Mississippi located in, or having jurisdiction and venue over, Madison County, Mississippi. You hereby consent to the exercise of jurisdiction over you by said courts and the placement of venue in said courts and you waive any and all objections to the exercise of jurisdiction over you by said courts and the placement of venue in said courts. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this VIBE EULA shall continue in full force and effect.

9. Complete Agreement; Governing Language.

This VIBE EULA and the VIBE Subscription and Services Agreement, the VIBE Sandbox User Agreement or the General Terms and Conditions, as applicable, constitute the entire agreement between the parties with respect to the use of the VIBE Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this VIBE EULA will be binding unless in writing and signed by Blue Purpose, LLC.