THIS IS A LEGAL AGREEMENT BETWEEN YOU AND EXPION HEALTH AND ALL OF ITS ENTETIES BY CLICKING ON THE AGREE BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS. 

1. LICENSE: Expion Health grants you “Licensee” and you accept a non-exclusive, non-transferable right and license to access and use the Expion Health Applications/Services (HRGi Portal, ExpionMe App, etc). You may not reverse engineer, reverse assemble or reverse compile said portal. You agree not to make available all or any portion of the HRGi maintained environment to any third party. For purposes of this Agreement, a third party does not include an officer, director, agent, consultant, contractor, employee or subsidiary or affiliate of yours. 

Subsidiaries or affiliates must be identified before using the Expion Health Applications/Services (HRGi Portal, ExpionMe App, etc). Any use of said portal by identified subsidiaries and affiliates will be governed by the terms and conditions of this Agreement. 

You further acknowledge that circumvention or bypass of the intended workflow of the system in order to automate the download of data or otherwise using the Expion Health Applications/Services (HRGi Portal, ExpionMe App, etc) in a way that negatively impacts the operations of Expion Health  or others’ ability to use the Expion Health Applications/Services (HRGi Portal, ExpionMe App, etc) is prohibited. In addition, licensee understands that the password of their account is to be maintained and treated as confidential. In appropriate sharing of the licensee account password that results in unexpected data lapse/leak will be at the responsibility of the licensee.

2. WARRANTIES/LIMITATION OF LIABILITY: Expion Health does not guarantee uninterrupted access to it’s portal. You bear the entire risk as to the quality and performance of the Expion Health Applications/Services (HRGi Portal, ExpionMe App, etc). Except as provided elsewhere in this Agreement, EXPION HEALTH has MADE NO WARRANTY OR PROMISE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXPION HEALTH SHALL NOT BE LIABLE FOR AND YOU EXPRESSLY WAIVE, ANY CLAIM FOR ANY INDIRECT LOSS, COST, OR INJURY (INCLUDING, BUT NOT LIMITED TO, LOST SALES, LOST PROFIT, BUSINESS INTERRUPTION, OR THIRD-PARTY CLAIMS) SUFFERED BY YOU AS A RESULT OF RELIANCE ON OR USE OF EXPION HEALTH APPLICATIONS/SERVICES (HRGI PORTAL, EXPIONME APP, ETC). 

Except as provided elsewhere in this Agreement, in the event of any dispute between you and Expion Health, it is mutually agreed and understood that your sole remedy and Expion Health’s sole liability to you shall not exceed actual fees paid during the twelve (12) months before a claim arises, whether such claim is based on tort, negligence, or other legal or equitable theory. 

3. TITLE/INDEMNIFICATION: Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP (Expion Health Applications/Services (HRGi Portal, ExpionMe App, etc)). Expion Health owns the patent, copyright, trade secret, trade name and all other intellectual property rights in and to the EXPION HEALTH APPLICATIONS/SERVICES (HRGI PORTAL, EXPIONME APP, ETC) including, but not limited to, the data bases, source codes, object codes, computer programs, compilations, and presentation format. You recognize that the Expion Health Applications/Services (HRGi Portal, ExpionMe App, etc) is the exclusive property of Expion Health, and you shall take no action adverse to such rights of Expion Health as owner and sole copyright proprietor. 

Expion Health represents and warrants that the Expion Health Applications/Services (HRGi Portal, ExpionMe App, etc) does not and will not violate or infringe any enforceable patent, trademark, trade secret, copyright or similar intellectual property right. Expion Health will defend all claims and pay all losses that a court finally awards or any settlement attributed to any claim made against you alleging that the EXPION HEALTH APPLICATIONS/SERVICES (HRGI PORTAL, EXPIONME APP, ETC) infringes upon an intellectual property right, if you give Expion Health prompt written notification of any such claim, and allow Expion Health to control, and fully cooperate with Expion Health in the defense and all related settlement negotiations. In no event shall Expion Health be liable for loss of profit, goodwill, or other special or any consequential damages in any way attributable to the EXPION HEALTH APPLICATIONS/SERVICES (HRGI PORTAL, EXPIONME APP, ETC). 

As such, the user agrees for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available, other than for Customer’s internal business purposes, the work product (including without limitation, all materials, data, works of authorship, concepts, presentations and reports) derived from Customer’s use of the Services or Documentation; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (v) remove any proprietary notices from the Services or Documentation; or (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. 

4. CANCELLATION, SUSPENSION, or TERMINATION: This Agreement may be terminated by either party upon thirty (30) days’ written notice to the other party, provided there is no outstanding balance of payment. 

The provisions of Section 2, 3, 4, 5, 6, 7, 9, 10 and 11 shall survive the termination of this Agreement. 

Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

5. CONFIDENTIAL INFORMATION AND NON DISCLOSURE: The parties acknowledge that in the course of this Agreement, each may acquire information about the other, its business activities and operations, technical information, trade secrets, copyrighted material, its client and financial information, and patient/claim information – all of which shall be deemed to be Confidential Information (the “Confidential Information”). All Confidential Information shall be maintained using reasonable security measures similar to those measures used by the parties for the protection of their own Confidential Information of a similar kind. Neither party to this Agreement shall be entitled to use the Confidential Information obtained from the other, for purposes other than those contemplated by this Agreement, without express prior written consent. The term “Confidential Information” shall not include any information that, through no fault of the possessing Party, is in the public domain, is developed independently by or on behalf of a Party as shown by documentary evidence, or becomes disclosed to either Party by a third party not having an obligation of confidence to either Party or through this Agreement. 

6. PUBLICITY: Both parties agree that they will not use the name of the other party in any form or attribution in connection with any endorsement or promotion without the express prior written permission of the other party. Your acceptance of this Agreement constitutes express prior permission for Expion Health to use your name in a listing of licensees of the EXPION HEALTH APPLICATIONS/SERVICES (HRGI PORTAL, EXPIONME APP, ETC). 

7. ARBITRATION AND FORUM: Any claims relating to intellectual property issues shall be instituted in federal court in the District of Maryland. All other claims arising under this Agreement, or its breach, shall be settled by arbitration in Gaithersburg, Maryland in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction thereof. 

8. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Maryland, U.S.A.