SYNCRASY END USER LICENSE AGREEMENT

TERMS OF USE FOR SYNCRASY SERVICES

These terms and conditions apply to all users of Syncrasy Services. MedCloud Depot, LLC. (MedCloud Depot) is in the business of providing, but not limited to, data connectivity, integration, reporting, and analytics software and solutions for a variety of healthcare providers and organizations (collectively, the Syncrasy Services). All access to and use of the Syncrasy Services is subject to the terms and conditions in this document (including any other terms, agreements and documents that are linked or referred to below) and in any separate or supplemental terms of use agreement that may be referenced or linked within the Syncrasy Services (collectively, the Terms of Use). By accessing, viewing or using any part or component of the Syncrasy Services, a user (User) agrees to be contractually bound by the Terms of Use.

A. LICENSE GRANT

MedCloud Depot grants Users a nonexclusive, personal, nontransferable, revocable, limited license to access and use the Syncrasy Services only in accordance with the Terms of Use. Users' binding obligations under the Terms of Use are in consideration of MedCloud Depot's grant of license to use the Syncrasy Services. The Syncrasy Services include all current and future contents, know-how, training, related documents and services produced, distributed or provided by MedCloud Depot in, on or through the Syncrasy Services and all current and future software, modules, applications, and other technology hosted or used by MedCloud Depot to provide the Syncrasy Services (collectively, the Syncrasy Materials). Syncrasy Materials are made available to Users only as part of Syncrasy Services that are offered on a paid subscription basis (Subscription Services). Unless otherwise specified, the Terms of Use apply to the Subscription Services.

B. PERMITTED USE OF SUBSCRIPTION SERVICE

Access to, and use of, Subscription Services is subject to terms and conditions set forth in a separate Syncrasy Software License and Services Agreement (Subscription Agreement) between MedCloud Depot and a User's employer, an affiliate of the User's employer, or another related entity (a Client) in addition to the Terms of Use. A Client may authorize certain of its employees and other related personnel (Authorized Users) to use the Subscription Services covered by the Subscription Agreement (Subscribed Services). Authorized Users are permitted to use the applicable Subscribed Services, solely for the internal use of Client's business purposes in the ordinary course of business in the United States of America. In addition to each Authorized User's personal obligation to comply with the Terms of Use, the Client is responsible under the Subscription Agreement for strict compliance by all of its Authorized Users, and that no person who is not an Authorized User be allowed access to the Syncrasy Services or Syncrasy Materials. The Syncrasy Services may only be used by the User in the territory of the United States of America, unless otherwise agreed upon in writing by the mutual consent of MedCloud Depot and the Client.

C. LICENSE RESTRICTIONS

Users shall not access or use the Syncrasy Services or Syncrasy Materials except to the extent expressly permitted by these Terms of Use, or as otherwise expressly permitted in writing by MedCloud Depot.

D. ACCESS RESTRICTIONS

Users shall not access or attempt to access any Syncrasy Materials other than through Subscribed Services for which they are authorized, or otherwise circumvent or attempt to circumvent any access restrictions or controls through hacking or other means. Authorized Users shall not disclose their access identification (ID) or password to anyone. Without limitation to any other available contractual, legal or equitable remedies, MedCloud Depot reserves the right to revoke, suspend or terminate, without notice, any User's access to one or more (or all) of the Syncrasy Services upon any violation or suspected violation of the Terms of Use.

E. SAFEGUARDS

User agrees that it is solely responsible for: (i) the issuance, activation, deactivation, security and use of log-on names and passwords associated with User's and/or its Authorized Users' access of the Syncrasy Services. User agrees to protect access ID and personal passwords of User and/or Authorized Users and not to share them with any other person under any circumstances. User agrees not to post access IDs and passwords in writing to the computer screens of User (or to place such access IDs and passwords in other locations where others can view or access them). User agrees to change the access IDs and passwords frequently, but no less often than every ninety (90) days. User agrees to report immediately to MedCloud Depot any actual or suspected unauthorized use of an access ID or password, and to take all necessary steps to halt such use. Unless and until MedCloud Depot is notified of unauthorized use of an access ID and password, all activities undertaken with such access ID and password are deemed to be undertaken by User. User will immediately deactivate the log-on information for any Authorized User who is no longer authorized to access the Syncrasy Services (due to termination, change of position, end of assignment or otherwise).

User will immediately notify MedCloud Depot of any breach or suspected breach of the security of the Syncrasy Services of which User becomes aware, or any unauthorized use or disclosure of information within or obtained from the Syncrasy Services, and User will take such action to mitigate the breach or suspected breach as MedCloud Depot may direct, and will cooperate with MedCloud Depot in investigating and mitigating the breach.

F. PROPRIETARY RIGHTS

MedCloud Depot and its affiliates own and use certain registered and unregistered service marks, trademarks, slogans, logos, symbols, graphics and distinctive trade dress in connection with the Syncrasy Services (the Syncrasy Marks). Except for the limited rights granted to Users in the Terms of Use, all rights, title, and interest in the Syncrasy Materials and Syncrasy Marks, in all formats and media throughout the world, including all copyrights, are and will continue to be the exclusive property of MedCloud Depot, its affiliates and their licensors. The Terms of Use do not grant Users any right or license with respect to the Syncrasy Materials or Syncrasy Marks except to the minimum extent necessary to exercise the limited license provided in Section A, and to use, reproduce and distribute Syncrasy Materials that are incorporated in Client Materials as permitted by the Terms of Use or any applicable Subscription Agreement.

G. PROHIBITED ACTIVITIES

Without limitation to any other restriction, obligation or condition in the Terms of Use, Users shall not, under any circumstances by any means or for any purpose whatsoever, intentionally or unintentionally do or attempt to do any of the following: search, view, print, reproduce, download, store, modify, disclose, distribute, transmit, retransmit or publish any Syncrasy Materials, in whole or part, except as expressly permitted by the Terms of Use or otherwise authorized by MedCloud Depot in writing; remove, alter or obscure any citation or attribution of the author or source, or any notice of copyright, trademark or other proprietary rights on any Syncrasy Materials or make any use of the Syncrasy Marks without MedCloud Depot’s prior written consent; interfere with any other User's access, use or enjoyment of the Syncrasy Services; use the Syncrasy Services or Syncrasy Materials in a manner contrary to or in violation of any applicable law, regulation or rule of any jurisdiction, governmental agency or securities exchange; use any Syncrasy Services to store, distribute or transmit any material without authority or right to do so or in violation of any contractual or fiduciary duty, or that is otherwise unlawful, harmful, threatening, defamatory, obscene, harassing, disparaging of any person or group on the basis of race, ethnicity, religion, age, gender or sexual orientation; access or use any content, materials or services not intentionally provided or otherwise made available by MedCloud Depot; reverse compile, disassemble, reverse engineer or otherwise seek to discover the source code form of any MedCloud Depot software or other technology, except as may be allowed by applicable law which is incapable of exclusion by agreement between the parties; introduce any virus, malware, denial of service attack or other potentially harmful or malicious software code or device into the Syncrasy Services or Syncrasy Materials, or use the Syncrasy Services in any manner that might destroy, damage or degrade performance of any data communications facility, network, server, system, component, software or data used to deliver the Syncrasy Services; except as expressly authorized under the Subscription Agreement, use, reproduce, download or transmit any Syncrasy Services or Syncrasy Materials for the purpose of providing any services to third parties (whether or not for a fee), or otherwise exploit any Syncrasy Services or Syncrasy Materials to MedCloud Depot's commercial disadvantage; use any network software, device or manual process to monitor, download or copy the Syncrasy Services or Syncrasy Materials, to extract information concerning usage or individual Users; or transfer, either permanently or temporarily, any rights or obligations under these Terms of Use or any Subscription.

H. USER INFORMATION AND PRIVACY POLICY

All data uploaded, accessed, transmitted, maintained or stored under the Syncrasy Services will be subject to MedCloud Depot's privacy policies.

I. NO SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT

The Syncrasy Services provided by MedCloud Depot under these Terms of Use should not, in any case, be deemed or understood as a recommendation, endorsement, guarantee or warranty of the professional services of any providers who render medical or health care services. The Syncrasy Services are not intended as a substitute for professional medical judgment in patient diagnosis or treatment. Syncrasy shall not be responsible for any medical or health care services provided by User, and User shall, if appropriate, maintain medical liability and malpractice insurance which, in his/her own judgment, is sufficient to cover the provision of his/her services, including those using any data, reports or other information derived from, or provided under, these Terms of Use.

J. INDEMNIFICATION

User acknowledges that it is intended that all claims, liabilities, damages, costs and expenses, including, without limitation, attorneys' fees (collectively, Damages), relating to or arising out of any claim by any third party that the Syncrasy Services or their use has resulted in personal or other injury shall be covered by insurance carried by the User. Notwithstanding the foregoing, provided that the Syncrasy Services perform in accordance with its documentation, User shall indemnify, defend, and hold harmless MedCloud Depot against and from any and all Damages.

K. WARRANTY DISCLAIMERS AND EXCLUSION OF LIABILITY

MEDCLOUD DEPOT PROVIDES THE SYNCRASY SERVICES SOLELY ON AN AS-IS AND AS-AVAILABLE BASIS. MEDCLOUD DEPOT MAKES NO EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND UNDER THESE TERMS OF USE TO ANY USER AND MEDCLOUD DEPOT HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF QUALITY, ACCURACY,COMPLETENESS, TIMELINESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE SYNCRASY SERVICES AND SYNCRASY MATERIALS. USERS ASSUME THE ENTIRE RISK AS TO THE USE, RESULTS AND PERFORMANCE OF THE SYNCRASY SERVICES AND SYSTEMS. IN NO EVENT WILL MEDCLOUD DEPOT, ITS AFFILIATES OR THEIR SUPPLIERS OR LICENSORS HAVE ANY LIABILITY TO USERS UNDER THESE TERMS OF USE OR ON THE BASIS OF TORT OR ANY OTHER LEGAL THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY AMOUNT RESULTING FROM (I) THE PROVISION, USE OR RESULTS OF THE SYNCRASY SERVICES OR SYSTEMS, ANY DELAYS, ERRORS OR OMISSIONS THEREIN OR ANY DEFECT OR LACK THEREIN OF QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY OR PERFORMANCE; (II) ANY LOSS OR DESTRUCTION OF USER DATA OR INFORMATION, OR THE COST OF RECOVERING SUCH DATA OR INFORMATION; (III) THE COST OF SUBSTITUTE OR REPLACEMENT SERVICES; (IV) LOST BUSINESS OPPORTUNITY, REVENUE OR PROFITS; (V) LIABILITY TO USERS' PATIENTS OR CLIENTS, OR OTHER THIRD PARTIES; OR (VI) ANY OTHER CAUSE WHATSOEVER, EVEN IF MEDCLOUD DEPOT OR ITS AFFILIATES, SUPPLIERS OR LICENSORS WERE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IF A USER OBJECTS TO THESE TERMS OF USE, AS AMENDED BY MEDCLOUD DEPOT FROM TIME TO TIME, THE USER'S ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE USE OF THE SYNCRASY SERVICES.

L. GOVERNING LAW; JURISDICTION AND VENUE

Any claim, action, suit, proceeding or dispute arising out of these Terms of Use shall in all respects be governed by, and interpreted in accordance with, the substantive law of the State of Florida, without regard to the conflicts of laws provisions thereof. The parties hereby consent, acknowledge and agree that venue and jurisdiction for any action, suit or proceeding arising out of these Terms of Use shall vest exclusively in the federal or state courts of general jurisdiction located in Miami-Dade County, Florida.

M. AMENDMENT AND WAIVER; SEVERABILITY

MedCloud Depot may update or otherwise amend these Terms of Use at any time without notice. Users are bound by the Terms of Use then in effect each time they access or use the Syncrasy Services, which will supersede all prior and contemporaneous agreements, negotiations and understandings, whether oral or written, expressed or implied. The provisions of the Subscription terms, if in effect between MedCloud Depot and an Authorized User's employer, employer's affiliate or other affiliated party, shall take precedence over any conflicting or inconsistent provision in the Terms of Use. No waiver of any right or remedy on one occasion by MedCloud Depot shall be deemed a waiver of such right or remedy on any other occasion. In the event that any provision of the Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.