End User License Agreement (EULA)

1 Acceptance

This End User License Agreement ("Agreement" or "EULA") is a legally binding contract between you, or the entity on whose behalf you are acting ("Licensee," "you," or "your"), and Cast Rock Innovation L.L.C. d/b/a Cast Net Technology ("Company," "we," "us," or "our"), governing your installation and use of the CodaFend™ software and any associated documentation, updates, or materials provided by Cast Net Technology (collectively, the "Software").

By installing, copying, downloading, accessing, or otherwise using the Software, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are accepting this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and the term "Licensee" shall refer to that entity.

If you do not agree to the terms of this Agreement, do not install, copy, or use the Software. If you have already obtained a copy of the Software, you must destroy all copies in your possession or control and cease all use immediately.

2 License Grant

Subject to Licensee's compliance with the terms and conditions of this Agreement and timely payment of all applicable license fees, Cast Net Technology hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to:

• Install and use the Software solely on computing systems owned, leased, or controlled by Licensee;
• Use the Software for Licensee's own internal business purposes only; and
• Make a reasonable number of copies of the Software solely for backup or archival purposes, provided that all proprietary notices are reproduced on each copy.

The number of authorized users, seats, installations, or other usage parameters is as specified in the applicable Order Form, Statement of Work, or separate written agreement between Licensee and Cast Net Technology ("Order Form"). In the absence of an Order Form specifying otherwise, the license is limited to a single installation for use by a single authorized user. Licensee is responsible for ensuring that its employees, contractors, and agents who access or use the Software comply with this Agreement.

This license is for internal business use only. No rights are granted for any other purpose, including without limitation any use that would constitute a distribution, sublicense, or transfer of the Software to a third party.

3 Restrictions

Licensee shall not, and shall not permit or authorize any third party to:

• Redistribute, sublicense, sell, rent, lease, lend, transfer, or otherwise make the Software available to any third party, whether on a standalone basis, as part of a bundle, or as a service;
• Reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive the source code of the Software, except to the limited extent expressly permitted by applicable law notwithstanding this restriction and only after providing prior written notice to Cast Net Technology;
• Modify, adapt, translate, or create derivative works based upon the Software or any part thereof;
• Use the Software to provide time-sharing, hosted services, service bureau, software-as-a-service, managed services, or any other similar services to third parties;
• Remove, alter, obscure, or destroy any proprietary notices, labels, legends, or markings on or in the Software or any documentation;
• Use the Software in any manner that violates applicable local, state, national, or international law or regulation, including without limitation laws governing healthcare data, export controls, and privacy; or
• Use the Software to develop a competing product or service, or to benchmark the Software for publication without Cast Net Technology's prior written consent.

4 Ownership and Intellectual Property

The Software is licensed, not sold. Cast Net Technology and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not convey to Licensee any ownership interest in the Software or in any copy thereof. Licensee acquires only the limited license rights expressly set forth in Section 2 of this Agreement.

CodaFend™ is a trademark of Cast Net Technology. Nothing in this Agreement grants Licensee any license or right to use the CodaFend name, logo, or any other trademark, service mark, trade name, or brand identifier of Cast Net Technology, whether registered or unregistered. Any use of Cast Net Technology's marks requires Cast Net Technology's prior written permission.

Cast Net Technology acknowledges and respects any pre-existing intellectual property rights of Licensee in data or content that Licensee processes using the Software. Licensee's use of the Software to process its data does not transfer any ownership rights in that data to Cast Net Technology.

Feedback. If Licensee, its employees, or its authorized users provide Cast Net Technology with any suggestions, ideas, enhancement requests, recommendations, corrections, or other feedback relating to the Software ("Feedback"), Licensee hereby grants Cast Net Technology a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, distribute, and incorporate such Feedback into any product or service without any obligation of compensation, attribution, or confidentiality to Licensee.

5 Healthcare / Coding Disclaimer

Cast Net Technology makes no guarantee of accuracy, completeness, or fitness for any specific purpose with respect to outputs generated by the Software for CMS submissions, Hierarchical Condition Category (HCC) coding, Risk Adjustment Data Validation (RADV) audits, Medicare Advantage or Part D risk-adjustment, or any other regulatory, reimbursement, or compliance purpose.

Regulatory requirements, coding guidelines, and payer policies change frequently. The Software may not reflect the most current CMS guidance, ICD-10-CM coding updates, RADV audit methodologies, or applicable payer policy changes at any given time. Licensee is solely responsible for monitoring applicable regulatory and coding updates and for ensuring that its use of the Software accounts for such changes.

Licensee is solely responsible for the accuracy and completeness of all claims submitted to CMS, any Medicare Advantage plan, or any other payer, and for Licensee's organization's ongoing compliance with the Health Insurance Portability and Accountability Act (HIPAA), the False Claims Act, the Anti-Kickback Statute, and all other applicable federal, state, and local laws and regulations. Nothing in this Agreement, in any communication from Cast Net Technology, or in any output of the Software constitutes a representation or warranty that Licensee's claims, coding, documentation, or compliance practices are accurate, complete, defensible, or audit-proof.

6 No PHI to Company

Licensee acknowledges that Cast Net Technology's standard Software delivery model does not involve Cast Net Technology receiving, storing, or processing PHI on its own servers. Licensee is solely responsible for configuring, operating, and securing the Software within its own environment in compliance with HIPAA, applicable state health privacy laws, and any other legal obligations applicable to Licensee's use of the Software.

If PHI is inadvertently transmitted to Cast Net Technology outside the scope of an applicable BAA, Cast Net Technology will make reasonable efforts to identify, quarantine, and securely delete or return such information, and will notify Licensee of the inadvertent receipt. Cast Net Technology shall not be liable for any inadvertent PHI transmission originating from Licensee in the absence of a BAA.

7 Support and Updates

Cast Net Technology has no obligation under this Agreement to provide Licensee with any updates, upgrades, patches, bug fixes, new versions, enhancements, or technical support for the Software. Any support or maintenance services, if provided, will be governed exclusively by a separate written support agreement or Order Form executed between Licensee and Cast Net Technology.

If Cast Net Technology, in its sole discretion, makes any updates or new versions of the Software available to Licensee, such updates shall be deemed part of the Software and shall be subject to the terms and conditions of this Agreement, unless such updates are accompanied by or subject to a separate written agreement that governs their use, in which case the separate agreement shall control.

Licensee is solely responsible for ensuring that the version of the Software it operates remains appropriate for its intended regulatory and clinical use case, including assessing whether the installed version reflects current coding guidelines and regulatory requirements.

8 Term and Termination

This Agreement is effective as of the date Licensee first installs, copies, or uses the Software and shall continue in effect until terminated in accordance with this Section.

Termination by Company. Cast Net Technology may terminate this Agreement immediately upon written notice to Licensee if: (a) Licensee materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice of the breach; (b) Licensee engages in unauthorized use, reproduction, or distribution of the Software; (c) Licensee fails to pay any license fees when due and fails to cure such non-payment within ten (10) days of receiving written notice; or (d) Licensee becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

Termination by Licensee. Licensee may terminate this Agreement at any time by permanently destroying all copies of the Software in Licensee's possession or control (including backup and archival copies), ceasing all use of the Software, and providing written certification of such destruction to Cast Net Technology upon request.

Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted under this Agreement shall immediately cease; (b) Licensee must promptly destroy all copies of the Software and documentation in Licensee's possession or control; and (c) Licensee must, upon request, certify in writing to Cast Net Technology that all such copies have been destroyed. Termination of this Agreement shall not relieve Licensee of any obligation to pay fees accrued prior to termination.

Survival. The following Sections shall survive any termination or expiration of this Agreement: Section 4 (Ownership and Intellectual Property), Section 5 (Healthcare / Coding Disclaimer), Section 9 (Disclaimer of Warranties), Section 10 (Limitation of Liability), Section 11 (Export Controls), Section 13 (Governing Law and Dispute Resolution), and Section 14 (General Provisions).

9 Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAST NET TECHNOLOGY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

CAST NET TECHNOLOGY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, BE FREE FROM DEFECTS OR VULNERABILITIES, OR PRODUCE ACCURATE, COMPLETE, OR CURRENT RESULTS FOR ANY REGULATORY, CODING, CLINICAL, BILLING, COMPLIANCE, OR AUDIT PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CAST NET TECHNOLOGY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAST NET TECHNOLOGY, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COSTS OF SUBSTITUTE GOODS OR SERVICES, OR REGULATORY FINES, PENALTIES, OR AUDIT RECOVERIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CAST NET TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

Cast Net Technology's total aggregate liability to Licensee under or related to this Agreement, whether based on breach of contract, tort (including negligence), strict liability, or any other legal or equitable theory, shall not exceed the greater of: (a) the total license fees actually paid by Licensee to Cast Net Technology for the Software in the twelve (12) calendar months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100 USD).

The parties acknowledge that the limitations of liability set forth in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. Cast Net Technology would not have entered into this Agreement without these limitations.

11 Export Controls

The Software and any related technical data or documentation may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, Bureau of Industry and Security, and the economic sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC).

Licensee agrees not to, directly or indirectly, export, re-export, release, transfer, or otherwise make the Software available to any country, territory, government, entity, or individual that is: (a) subject to a U.S. government embargo or comprehensive sanctions program; (b) designated on any U.S. government restricted-party list, including without limitation the Specially Designated Nationals and Blocked Persons List (SDN List), the Entity List, the Denied Persons List, or the Unverified List; or (c) otherwise prohibited from receiving such items under applicable U.S. law.

Licensee represents and warrants that: (i) it is not located in, under the control of, or a national or resident of any embargoed or sanctioned country or territory; (ii) it is not named on any applicable U.S. government restricted-party list; and (iii) it will not use the Software for any purpose prohibited by U.S. export control laws, including without limitation the development or proliferation of weapons of mass destruction.

12 U.S. Government Rights

If Licensee is a United States government entity or if this Agreement is subject to the Federal Acquisition Regulation (FAR) or Defense Federal Acquisition Regulation Supplement (DFARS), the Software is provided as "commercial computer software" and "commercial computer software documentation" as those terms are defined in FAR 2.101 and DFARS 252.227-7014(a)(1), respectively.

Consistent with FAR 12.212 and DFARS 227.7202, the U.S. government's rights in the Software are limited to those rights applicable to commercial end users under this Agreement. No additional rights are granted to the U.S. government beyond those set forth herein. The Software was developed entirely at private expense.

13 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles or choice-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Software that cannot be resolved informally within thirty (30) days of written notice ("Dispute") shall be submitted to the exclusive jurisdiction of the state or federal courts of competent jurisdiction located in Catawba County, North Carolina. Each party irrevocably consents to personal jurisdiction and venue in such courts and waives any objection to venue on grounds of inconvenience or otherwise.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights without first exhausting the informal dispute resolution process above.

14 General Provisions

Entire Agreement. This Agreement, together with any applicable Order Form, Statement of Work, Master Services Agreement (MSA), or Software License Agreement executed between the parties, constitutes the entire agreement between Licensee and Cast Net Technology with respect to the Software and supersedes all prior and contemporaneous understandings, agreements, representations, warranties, and negotiations, whether written or oral, relating to the subject matter hereof. In the event of a conflict between this Agreement and any such separately executed MSA or Software License Agreement, the terms of the executed MSA or Software License Agreement shall govern and supersede this EULA to the extent of the conflict.

Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified or eliminated to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect without impairment.

No Waiver. No failure or delay by Cast Net Technology in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right. All waivers must be in writing and signed by an authorized representative of Cast Net Technology to be effective.

Amendment. Cast Net Technology reserves the right to update or modify this EULA at any time by posting a revised version at codafend.com/eula.html and updating the "Last Updated" date. Licensee's continued installation or use of the Software after such notice constitutes Licensee's acceptance of the revised EULA. If Licensee does not agree to the revised terms, Licensee must cease all use of the Software and destroy all copies in its possession.

Assignment. Licensee may not assign, delegate, or transfer this Agreement, or any rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Cast Net Technology. Any attempted assignment without such consent shall be null and void. Cast Net Technology may freely assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity, without Licensee's consent, provided that the assignee assumes all obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Notices. All notices required or permitted under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or by certified mail, return receipt requested, to the addresses set forth in the applicable Order Form or as otherwise provided by the receiving party. Notices to Cast Net Technology shall be sent to castnettechnology@outlook.com.

Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

Headings. Section headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.

15 Contact

For questions, notices, licensing inquiries, or concerns regarding this End User License Agreement, please contact us: