Software License Agreement

This Software License Agreement (“Agreement”) governs the use of certain Innovar software products (the “Software”) purchased by a customer (“Licensee”) as identified in the applicable quote or order form issued by Innovar Healthcare Systems Group, Inc. (“Licensor”).

By signing the applicable quote or order form, Licensee acknowledges that it has read, understands, and agrees to be bound by the terms of this Agreement.

Licensor and Licensee are each referred to individually as a “Party” and collectively as the “Parties.”

License Grant

License Scope

Upon receipt of full payment pursuant to Section 2, Licensor grants Licensee a non-exclusive, non-transferable, revocable license to install and use the selected BridgeLink Plugins (the “Software”) for a period of one (1) year in accordance with the capabilities of the purchased tier:

Tier 1: Starter
Tier 2: Professional
Tier 3: Enterprise

Permitted Use

Licensee may install and run the Software on one (1) production instance of Mirth Connect.
Licensee may install and run the Software on two (2) non-production instances for testing purposes only.
Additional instances require separate licenses purchased from Licensor.

Restrictions

Licensee shall not:

Copy, modify, adapt, translate, or create derivative works of the Software;

Distribute, sell, sublicense, rent, lease, or otherwise transfer the Software to any third party;

Reverse engineer, decompile, disassemble, or attempt to extract the Software’s source code; or

Remove, alter, or obscure any proprietary notices, trademarks, or branding contained in the Software.

Fees And Payment Terms

Fees

Licensee shall pay Licensor the applicable license fee as agreed between the Parties and set forth in Licensor’s invoice. Fees are based on the selected license tier. All payments are final and non-refundable except as required by applicable law.

Payment Method

Payment shall be made by international wire transfer, ACH, or other mutually agreed method in U.S. Dollars (USD). Payment is due upon receipt of invoice unless otherwise stated in writing. Licensee shall be responsible for any applicable foreign exchange or transfer fees.

Taxes

Licensee shall be responsible for all applicable foreign, national, or local taxes, customs duties, or import charges arising from this Agreement, other than taxes based solely on Licensor’s net U.S. income.

Delivery and Access

Licensor will provide Licensee with access to download the Software after full payment has been received and confirmed.

Upgrades

Licensee may upgrade to a higher-tier license at any time by paying the difference in price. Downgrades are not permitted.

Intellectual Property Rights

Ownership

Licensor retains all rights, title, and interest in and to the Software, including all related intellectual property rights such as copyrights, trademarks, trade secrets, and patents.

No Rights Granted

Except for the limited license expressly granted in this Agreement, no rights or ownership interests are transferred to Licensee.

Warranty Disclaimer And Limitation Of Liability

No Warranty

The Software is provided “as is” and without any warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Limitation of Liability

In no event shall Licensor be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of data, revenue, or business opportunities, even if advised of the possibility of such damages. Licensor’s total cumulative liability under this Agreement shall not exceed the total license fees paid by Licensee for the Software during the preceding twelve (12) months.

Termination

Termination for Breach

Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any material term of this Agreement.

Effect of Termination

Upon termination, Licensee shall immediately:

Cease all use of the Software; and

Delete or destroy all copies of the Software in its possession, certifying such destruction in writing upon request.

Export Compliance

Licensee acknowledges that the Software may be subject to U.S. export control laws and agrees to comply with all applicable export and re-export regulations, including those of the U.S. Department of Commerce. Licensee shall not export or re-export the Software to any country or entity prohibited under U.S. law.

Governing Law And Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, United States, without regard to its conflict of law principles.
Any dispute arising out of or relating to this Agreement shall be submitted to binding arbitration in Montgomery County, Alabama, USA, in English, in accordance with the rules of the American Arbitration Association (AAA). The arbitral decision shall be final and binding on both Parties.

Miscellaneous

Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the Software and supersedes all prior or contemporaneous discussions, proposals, or communications.

Amendments

Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both Parties.

Notices

All notices under this Agreement shall be in writing and delivered by email, courier, or certified mail to the addresses listed above (or to any updated address designated in writing).

Independent Contractors

The Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, or agency relationship.

Severability

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

Software License Agreement Version: SLA_10082025