Datuit, LLC, (“Datuit”) offers the software application, the Care Plan Manager (“CPM”), along with the SafeIX Platform (“Platform”), to you (“Subscriber”) subject to the following Terms and Conditions of use. You must agree to these Terms and Conditions before using the CPM. By clicking “I ACCEPT” where this option is presented to you, you are indicating that you understand and accept these Terms and Conditions. Datuit and Subscriber also agree to be bound by Datuit’s Privacy Policy, which together with these Terms and Conditions, entail the End User License Agreement (“Agreement”).

Datuit reserves the right to change or modify its Terms and Conditions and Privacy Policy from time to time. These changes, however, will not affect any right to privacy of the Subscriber in any Protected Health Information (“PHI”) under federal or state law. When changes are made, revised Terms and Conditions will be posted at
https://cpm.datuit.com/appv2/welcome/termsAndConditions.do
and revised Privacy Policy will be posted at
https://cpm.datuit.com/appv2/welcome/privacyNotice.do
Subscribers are encouraged to review the Terms and Conditions and Privacy Policy from time to time. Continuing to use the CPM after changes are posted will confirm Subscriber’s acceptance of such changes.

Subject to these Terms and Conditions, Datuit grants to Subscriber a personal, non-exclusive, non-transferable license to use the CPM to help track and manage their health and/or assist in tracking and managing another person’s health.

Limitations on Use. Subscriber agrees not to:

• Use the CPM for anything other than what is expressly allowed in the Terms and Conditions;
• Attempt to recompile, reverse engineer or disassemble the CPM or the Platform;
• Interfere with the functionality of the CPM or the Platform by utilizing material that contains software viruses, Trojan horses, worms, time bombs, root kits or any other malware that are intended to interrupt, destroy or limit functionality of the CPM or the Platform or to compromise or access data to which it does not have the right to view or alter;
• Upload, store, post, transmit, distribute, publish or otherwise disseminate any information that (1) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory or promotes such activity; (2) contains any unauthorized advertising, spam or other form of solicitation; or (3) contains any information or content that infringes any patent, trademark, trade secret or other proprietary rights or any contractual rights of any party;
• Violate (intentionally or unintentionally) any applicable local, state, national or international law or regulation.

Ownership of CPM and Platform Software. Subscriber agrees and acknowledges that Datuit owns the CPM and Platform software (together referred to as “Software”), the source code constitutes a trade secret owned by Datuit, Software is licensed, not sold, to Subscriber, Datuit reserves all rights not expressly granted to Subscriber, and Software is protected by U.S. Copyright Law. Any Software updates and upgrades issued to Subscriber are also covered by the Terms and Conditions.

Assumption of Risk. By using the Software and Platform, the Subscriber agrees and acknowledges that the Software’s health-related resources are not intended to be a substitute for professional medical advice or judgment or the professional advice and care Subscriber receives from medical professionals. The Subscriber agrees and acknowledges that the Subscriber is responsible for assuring the security of their data is protected by maintaining the confidentiality and secure use of log-in name, password and future authenticators (“unique identifiers”). The Subscriber is responsible for informing Datuit of the need to change or delete any log-in name, password or unique identifier, and Datuit reserves the right to change or delete Subscriber’s log-in name, password or unique identifier at any time or for any reason. Datuit will not be liable for any loss or damage caused by any unauthorized use of Subscriber’s account.

Confidential Information. Datuit will protect your information as outlined in its Privacy Policy. Subscriber should carefully select individuals with which to share information by invitation, however, as Datuit is not responsible for ensuring that individuals with which information is shared will protect the data.

Maintenance and Support. Datuit will respond to Subscribers’ questions, concerns and complaints submitted via email to support@datuit.com. Datuit is not, however, a healthcare provider, so health and medical questions should be directed to a healthcare provider. Subscriber acknowledges that Datuit does not warrant its maintenance and support services.

Indemnification. Subscriber will defend, indemnify and hold harmless Datuit and each of its officers, directors, shareholders, contractors and employees from any and all claims, liabilities costs and expenses (including reasonable attorney’s fees and expert and consulting fees) in connection with any third-party claims that any information and/or data Subscriber provides to Datuit infringes, misappropriates or violates any third-party patents, copyrights, trade secrets, trademark, contractual or other intellectual property or proprietary rights.

DISCLAIMER OF WARRANTY. DATUIT PROVIDES THE SOFTWARE TO SUBSCRIBER “AS IS” AND “AS AVAILABLE” AND ITS OPERATION MAY NOT BE UNINTERRUPTED OR ERROR-FREE. DATUIT MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE IS ACCURATE, COMPLETE OR UP-TO-DATE, FREE FROM HARMFUL COMPONENTS OR THAT DEFECTS WILL BE CORRECTED. DATUIT DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

LIMITATION OF LIABILITY. SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT DATUIT SHALL NOT BE LIABLE TO SUBSCRIBER FOR ANY DAMAGES ARISING FROM LOSS OF INFORMATION OR TRANSMISSION OF INFORMATION, AS WELL AS ANY ADVERSE MEDICAL OUTCOME LEADING TO ANY INJURY. DATUIT EXPRESSLY DISCLAIMS LIABILITY FOR TECHNICAL FAILURES (SOFTWARE AND HARDWARE), AS WELL AS UNAUTHORIZED ACCESS OF SUBSCRIBER TRANSMISSIONS BY THIRD PARTIES. SUBSCRIBER AGREES THAT DATUIT IS NOT LIABLE TO SUBSCRIBER FOR DECISIONS SUBSCRIBER MAKES OR ACTIONS TAKEN OR NOT TAKEN IN RELIANCE UPON THE SOFTWARE.

Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Minnesota. The Uniform Commercial Code (UCC) and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any action or proceeding relating to this Agreement must be brought in federal or state court located in the State of Minnesota, and irrevocably submits to the jurisdiction and venue to such courts in any suits, actions or proceedings, except that Datuit may seek injunctive relief in any court having jurisdiction to protect its intellectual property or confidential or proprietary information.

Complete Agreement. This Agreement constitutes and final, complete and exclusive agreement between Subscriber and Datuit and supersedes all prior or contemporaneous agreements, understandings and communication, written and oral. If any provisions of this Agreement are held to be invalid or unenforceable by a court of law, the remaining terms shall survive. No waiver or any right or obligation contained in this Agreement shall be given except in writing and signed by the party against whom the waiver is sought to be enforced.