General Restrictions: Except as set forth in this Agreement, the parties do not, directly, by implication, or otherwise, grant to each other any rights or licenses, and neither party shall have any ownership rights in any intellectual or tangible property of the other. The SaaS Solution has been specifically designed to run in the latest version of the Chrome Web Browser. The most current version and the last 2 major releases of Chrome are certified for use. Although other browsers are able to access and run the SaaS solution, only the most recent versions (noted above) of Chrome are certified for service and will be supported. The service has been designed to function with specific equipment accessing the services. Barcode readers, tablet computers, and other computers accessing the service must meet the specifications as noted in the hardware recommendation list created during the site evaluation. For barcode scanners within the decontamination area (that feed the decontamination dashboards) Petriss requires the use of scanners which allow a prefix to be hardcoded to the scannert and thereby configured and assigned to each scanner in the decontamination area. The Receiving Party agrees: (a) that it will keep all Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure (but in no event, shall the Receiving Party use less than all diligent and good faith efforts to safeguard the confidentiality of Confidential Information); (b) that it will not, directly or indirectly, disclose any Confidential Information to anyone outside of the Disclosing Party, except with the Disclosing Party’s prior written consent in each instance; (c) that it will not make use of any Confidential Information for its own purposes (except as necessary to fulfill its obligations under this Agreement) or for the benefit of anyone other than the Disclosing Party; and Client understands and agrees that the Vendor shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (a) the use of or the inability to use the service; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received, or transactions entered into through or from the service (c) unauthorized access to or alteration of your transmissions or data (d) statements or conduct of any third party on the service (e) or any other matter relating to the service In order to operate the SaaS Solution, certain software, hardware, networking, telecommunications and other equipment and systems are required. Client is (as between the parties hereto) solely responsible for using, procuring and maintaining the Client Systems and for all costs and expenses associated therewith and for ensuring that such Client Systems meet the minimum requirements as defined by Petriss and communicated in our current "Minimum Hardware Requirements". Only authorized Client Systems, as identified on Exhibit II or as expressly agreed to in writing by Vendor, will be allowed to interface with the SaaS Solution. Vendor shall be entitled to update and/or revise such requirements from time to time during the course of the implementation phase and/or thereafter during the Term as circumstances concerning Client’s operating environment, software requirements and/or operating platforms, communications or equipment needs or compatibility requirements dictate. Notification by Vendor of upgrades to the SaaS Solution or Services, which require hardware, software, communications and/or equipment upgrades will be made in a reasonably timely manner Client is (as between the parties hereto) solely responsible for (and for all costs and expenses of) contracting directly with a telecommunications provider for the transmission lines required for the transmission of Business Data to the SaaS Solution. If Client does not provide Client Systems in compliance with Vendor’s minimum requirements as described in Exhibit II and as revised from time to time, Vendor is not responsible for the performance of the SaaS Solution (or for providing Support Services related thereto) until compliance with Vendor’s minimum requirements are met by Client Client shall use the SaaS Solution and all Services provided by Vendor only for the Purpose as permitted under this Agreement and only in accordance with all Laws. Client will bring to the attention of Vendor any improper or wrongful use of any such SaaS Solution for which it has knowledge Client Obligations. Client shall perform those tasks and responsibilities and otherwise be responsible for any obligations or dependencies set forth below. Vendor will create “Administrator” accounts for the licensed hospitals. These Hospital Administrators will create, manage and support all users for the Hospital and manage all of the client’s user accounts. The Hospital Administrators are responsible for securing the accounts that have access to their Hospital data. They are solely responsible for managing the user accounts and monitoring the activities their users perform. Vendor shall not be responsible or held liable for any activities of any users that have been granted access to the Licensed Hospital. Client agrees that they will identify a named, “on-site” technical resource to manage and support all hardware and equipment related issues that may be encountered with the solution. The on-site technical contact will be the first line of support for hardware related issues, and will create and manage any technical support issues. Hospital Administrators are responsible for maintaining the security of all accounts for the hospital. Vendor cannot and will not be liable for any loss or damage from the client’s failure to comply with this security obligation. This extends to all members within a team, site, hospital or an organization. Client shall not: a) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to the SaaS Solution, except to the extent expressly permitted by applicable law (and then only upon advance notice and approval from Vendor), b) remove or obscure any product identification, proprietary, copyright or other notices contained in the SaaS Solution (including any reports or data printed from the SaaS Solution), c) reproduce or disclose the SaaS Solution or its user interface to any third party (except as expressly permitted herein), or d) Login accounts may only be used by a single person – a single login shared by multiple people is not permitted. e) Allow anyone to impersonate any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to this Network without authorization f) Allow a Vendor’s competitor to log in, to view or monitor the application service g) Allow anyone to interfere or attempt to interfere with the proper working of this Network or prevent others from using this Network, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to this Network, or that otherwise negatively affects another persons ability to use this Network; h) to use any manual or automated means, including agents, robots, scripts, or spiders, to access or manage any users account or to monitor or copy this Network or the content contained therein; i) Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from this Network; j) Attempt to gain unauthorized access to our computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, this Network; k) Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of this Network. l) The look and feel of the Service is copyrighted © Petriss, LLC. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML, CSS, JavaScript, or visual design elements without express written permission from the Company. m) All content on this Site, including, without limitation, the text, graphics, layout, images, icons, logos, buttons, illustrations, video, audio and software is protected by copyright. Company grants you a limited, nontransferable, non-sub-licensable, revocable, and personal license to access and use the Site solely as permitted by these terms within this User Agreement. n) Except for this limited license, we do not grant you any other rights or licenses with respect to this Site. o) You may not copy, broadcast, transmit, distribute, modify, publish, publicly perform, reuse, sell, or display any of the contents of this Site for any public or commercial purpose except with our prior written consent, or the consent of the owners of the materials. p) You may not create derivative works of any of the contents of this Site, reverse engineer any of the contents of this Site, or frame or otherwise use the contents in any other website. q) You may not copy or adapt any of the contents of this Site or the software that makes up this Site. r) You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by the Company. Relationship of the Parties. This Agreement is not intended to create, and does not create, any partnership, joint venture, agency, fiduciary, employment, or other relationship between the parties, beyond the relationship of independent parties to a commercial contract. Neither party is, nor will either party hold itself out to be, vested with any authority to bind the other party contractually, or to act on behalf of the other party as a broker, agent, or otherwise. Waiver. The waiver or failure of either party to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of the parties set forth in this Agreement are in addition to any rights or remedies the parties may otherwise have at law or equity. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect. Assignment. Neither party may assign or delegate its rights, duties or obligations under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld, delayed, or conditioned. Notwithstanding the foregoing, a party may assign all of its rights and obligations under this Agreement (i) to a successor-in-interest as a result of a merger or consolidation or in connection with the sale or transfer of all or substantially all of it business or assets to which this Agreement relates, or (ii) to an Affiliate. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. Governing Law and Jurisdiction. This Agreement and the parties’ respective performance hereunder will be governed by the laws of the State of Georgia, without regard to its conflicts of laws rules. Vendor and Client hereby agree on behalf of themselves, and any person claiming by or through them, that the sole jurisdiction and venue for any litigation arising from or relating to this Agreement will be an appropriate federal court in the state courts located in Georgia. Headings. The headings in this Agreement are for convenience of reference only and have no legal effect. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY PURCHASE ORDER, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NONINFRINGEMENT OR ANY OTHER KIND WHATSOEVER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY PURCHASE ORDER, THE SAAS SOLUTION IS PROVIDED "AS-IS" "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND. VENDOR DOES NOT WARRANT THAT THE SAAS SOLUTION WILL BE ERROR-FREE OR THAT THE PROCESSING OF ANY CLIENT DATA WILL BE ERROR FREE. Limitation of Liability. EXCEPT WITH REGARD TO THE INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND OTHER THAN THE EXEMPT CLAIMS ABOVE, NEITHER PARTY’S LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL EXCEED THE AMOUNTS PAID OR TO BE PAID BY CLIENT TO VENDOR FOR A SINGLE YEAR OF LICENSED SERVICE AND SUPPORT AS DEFINED WITHIN THIS AGREEMENT. Entire Agreement. This Agreement, including its Exhibits and Purchase Orders, constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. This Agreement may not be modified or altered except by written instrument duly executed by both parties.