End User License Agreement

IMPORTANT - READ CAREFULLY

This End User License Agreement ("Agreement" or "EULA") is a legal agreement between you (either an individual or a single entity, referred to as "Licensee," "you," or "your") and CODEFHIR LLC ("CodeFhir," "Company," "we," "us," or "our"), a Florida limited liability company, for the use of InteropSuite software products, which includes the software libraries, associated documentation, and any updates or supplements provided by CodeFhir (collectively, the "Software").

BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you do not have such authority, you may not install or use the Software.

1. Definitions

1.1 "Software" means the InteropSuite software library products, including but not limited to:

• InteropSuite CDA (C-CDA R2.1 to FHIR R4 transformation)
• InteropSuite Claims (X12 5010 to FHIR R4 transformation)
• InteropSuite Claims CMS-0057-F (X12 to Da Vinci/CARIN FHIR transformation)
• InteropSuite Clinical (HL7 v2.x to FHIR R4 transformation)

1.2 "Developer" means an individual software developer who writes, modifies, tests, or debugs code that incorporates or interacts with the Software.

1.3 "License Key" means the unique alphanumeric code provided by CodeFhir that enables the use of the Software.

1.4 "Source Data" means the healthcare data files (HL7 v2.x messages, X12 EDI transactions, C-CDA documents, etc.) that are processed by the Software.

1.5 "Output" means the FHIR R4 resources, bundles, or other data generated by the Software from Source Data.

1.6 "Trial License" means a time-limited, feature-restricted license for evaluation purposes.

2. License Grant

2.1 Per-Developer License. Subject to the terms of this Agreement and payment of applicable fees, CodeFhir grants you a non-exclusive, non-transferable, limited license to install and use the Software for the number of Developers specified in your purchase.

2.2 License Scope. Each Developer license permits:

• Installation of the Software on any number of development machines used by that Developer
• Use of the Software in development, testing, staging, and production environments
• Distribution of compiled applications that incorporate the Software
• Use in internal business applications and commercial products

2.3 Trial License. If you have obtained a Trial License:

• The license is valid for fourteen (14) days from activation
• Usage is limited to 100 transactions
• Output may contain watermarks or other identifiers
• Trial Licenses are for evaluation purposes only and may not be used in production

2.4 License Restrictions. You may NOT:

• Share, transfer, sublicense, or assign License Keys to third parties
• Use one Developer license for multiple Developers
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Software
• Remove, alter, or obscure any proprietary notices or labels on the Software
• Use the Software to create a competing product or service
• Redistribute the Software as a standalone product or library
• Use the Software in any manner that violates applicable laws or regulations

3. Intellectual Property

3.1 Ownership. The Software is licensed, not sold. CodeFhir and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not grant you any rights to trademarks, service marks, or trade names of CodeFhir.

3.2 Your Data. You retain all right, title, and interest in and to your Source Data and Output. CodeFhir does not claim any ownership rights in your data.

3.3 Feedback. If you provide CodeFhir with any suggestions, feedback, or recommendations regarding the Software ("Feedback"), you hereby grant CodeFhir a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose.

4. Data Quality and Transformation

4.1 Quality In, Quality Out. THE SOFTWARE TRANSFORMS DATA; IT DOES NOT FIX, VALIDATE, CORRECT, OR ENHANCE DATA. The quality, completeness, and accuracy of the Output directly depends on the quality, completeness, and accuracy of your Source Data.

4.2 Standards Compliance. For optimal results, your Source Data should be at least 80% compliant with the applicable industry standards:

• HL7 v2.x messages should follow standard segment structures
• X12 5010 files should be properly formatted EDI transactions
• C-CDA documents should validate against R2.1 schemas

4.3 Non-Compliant Data. If your Source Data contains:

• Missing required fields - The Output will have missing FHIR elements
• Invalid or non-standard codes - Values may be unmapped or use default values
• Malformed message structures - Parsing errors may occur

4.4 Data Assessment. CodeFhir offers consulting services to assess your data quality prior to implementation. You acknowledge that you are solely responsible for evaluating your Source Data quality and its suitability for use with the Software.

5. Protected Health Information (PHI) and HIPAA

5.1 Software Library Model. The Software is a software library that runs entirely on your systems and infrastructure. CodeFhir does NOT:

• Access, receive, store, process, or transmit your Source Data
• Access, receive, store, process, or transmit any Output
• Have access to any Protected Health Information (PHI)

5.2 Your Responsibility. You are solely responsible for:

• HIPAA compliance and security of data processed using the Software
• Implementing appropriate administrative, physical, and technical safeguards
• Ensuring proper authorization before processing any PHI
• Any Business Associate Agreements required with your covered entities

5.3 No BAA Required. Because CodeFhir does not access, receive, or process PHI through the Software, a Business Associate Agreement is not required for the use of the Software license.

5.4 Consulting Services. If you engage CodeFhir for consulting services that may involve access to your data, such services are governed by a separate Consulting Agreement, which will include provisions for de-identified data or on-premises work.

6. Support and Maintenance

6.1 Support. During the term of your license, CodeFhir will provide email-based technical support for the Software. Support response times:

• Standard support: Response within 48 business hours
• Issues should be submitted to: support@codefhir.com

6.2 Updates. Your license includes access to minor updates and bug fixes released during your license term. Major version upgrades may require additional fees.

6.3 Exclusions. Support does not include:

• Assistance with your Source Data quality issues
• Custom development or modifications
• Integration with your specific systems
• Training (available separately as a consulting service)

7. Warranty Disclaimer

7.1 "AS IS" BASIS. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7.2 NO GUARANTEE. CODEFHIR DOES NOT WARRANT THAT:

• The Software will meet your specific requirements
• The Software will be uninterrupted, timely, secure, or error-free
• The results obtained from use of the Software will be accurate or reliable
• Any errors in the Software will be corrected

7.3 HEALTHCARE DISCLAIMER. THE SOFTWARE IS A DATA TRANSFORMATION TOOL AND IS NOT INTENDED TO PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT RECOMMENDATIONS. THE OUTPUT SHOULD BE VALIDATED BY QUALIFIED HEALTHCARE PROFESSIONALS BEFORE USE IN CLINICAL DECISION-MAKING.

7.4 REGULATORY COMPLIANCE. CODEFHIR DOES NOT WARRANT THAT THE OUTPUT WILL SATISFY ANY SPECIFIC REGULATORY REQUIREMENTS, INCLUDING BUT NOT LIMITED TO CMS, ONC, OR STATE HEALTH INFORMATION EXCHANGE REQUIREMENTS. YOU ARE RESPONSIBLE FOR VALIDATING COMPLIANCE WITH APPLICABLE REGULATIONS.

8. Limitation of Liability

8.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CODEFHIR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Cost of procurement of substitute goods or services
• Damages arising from or related to your Source Data or Output
• Damages arising from data quality issues

8.2 CAP ON LIABILITY. CODEFHIR'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO CODEFHIR FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

8.3 ESSENTIAL PURPOSE. THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF WHETHER CODEFHIR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.4 BASIS OF THE BARGAIN. YOU ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT CODEFHIR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

9. Indemnification

9.1 Your Indemnification. You agree to indemnify, defend, and hold harmless CodeFhir and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your use of the Software
• Your Source Data or Output
• Your violation of this Agreement
• Your violation of any applicable laws or regulations
• Any claims that your use of the Software infringes any third-party rights

10. Term and Termination

10.1 Term. This Agreement is effective upon your acceptance and continues for the duration of your license subscription (typically one year from purchase).

10.2 Renewal. Unless canceled prior to the renewal date, your license will automatically renew for successive one-year terms at the then-current pricing.

10.3 Termination for Breach. CodeFhir may terminate this Agreement immediately if you breach any provision of this Agreement.

10.4 Effect of Termination. Upon termination or expiration:

• Your License Key will be deactivated
• You must cease all use of the Software
• You must delete all copies of the Software from your systems
• Provisions that by their nature should survive will survive (including Sections 3, 7, 8, 9, and 11)

10.5 No Refunds. License fees are non-refundable upon termination, except where required by applicable law.

11. General Provisions

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles.

11.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in Palm Beach County, Florida, in accordance with the rules of the American Arbitration Association. Judgment on the award may be entered in any court having jurisdiction.

11.3 Entire Agreement. This Agreement constitutes the entire agreement between you and CodeFhir regarding the Software and supersedes all prior agreements, understandings, and communications, whether written or oral.

11.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.5 Waiver. The failure of CodeFhir to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

11.6 Assignment. You may not assign or transfer this Agreement or your rights hereunder without the prior written consent of CodeFhir. CodeFhir may assign this Agreement without restriction.

11.7 Export Compliance. You agree to comply with all applicable export laws and regulations to ensure that the Software is not exported in violation of such laws.

11.8 U.S. Government End Users. The Software is "commercial computer software" as defined in 48 C.F.R. §2.101. If acquired by or on behalf of a U.S. Government agency, the Government's rights are as set forth in this Agreement.

11.9 Force Majeure. CodeFhir shall not be liable for any failure or delay in performance due to causes beyond its reasonable control.

11.10 Notices. All notices under this Agreement shall be in writing and sent to:

• CodeFhir LLC: legal@codefhir.com
• You: The email address associated with your license

12. Contact Information

If you have any questions about this Agreement, please contact us:

Acknowledgment

BY INSTALLING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.