MedEdge Solutions End User Software License Agreement

This End User Software License Agreement sets forth the terms and conditions of your use of the accompanying IDRx (the “Software”). For the purposes of this Agreement, “you” means you, the end user, and “Licensor” means MedEdge.

1. License Grant. Licensor hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use the Software and related documentation (the “Documentation”) solely for the intended purposes of the Software as set forth in the Documentation, according to the provisions contained herein and subject to payment of applicable license fees. You are not permitted to lease, rent, distribute, sell, or sublicense the Software or any rights therein. You also may not install the Software on a network server, use the Software in a time-sharing arrangement, or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Software (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation. This Agreement does not entitle you to receive any upgrades to or newer versions of this Software.

You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Software. You may reproduce and provide one (1) copy of the Software and Documentation for each device, computer, or workstation on which the Software is installed. Otherwise, the Software and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software and Documentation on any copies that you make.

2. No Modification; No Reverse Engineering. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software or assist someone in performing such prohibited acts.

3. Law; Import/Export Restrictions. You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Software or any Documentation (or any copies thereof), or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.

4. Title. You agree that Licensor owns and holds all right, title, and interest to the Software and any Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Software and any Documentation shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to You under this Agreement are reserved by Licensor.

5. Limited Warranty. Licensor warrants that during the Term, the Software, if operated as directed, will substantially achieve the functionality described in any Documentation. Licensor does not warrant, however, that your use of the Software will be uninterrupted or error-free. Licensor also warrants that the media containing the Software, if provided by Licensor, is free from defects in material and workmanship and will so remain for thirty (30) days from the date you acquired the Software.

Licensor’s sole liability for any breach of this warranty shall be, in Licensor’s sole discretion (i) to replace your defective media or Software, or (ii) to advise you how to achieve substantially the same functionality with the Software as described in any Documentation through a procedure different from that set forth in any Documentation, or (iii) if the above remedies are impracticable, to refund the license fee you paid for the Software. Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software.

Only if you inform Licensor of your problem with the Software during the applicable warranty period and provide physical evidence of the date you purchased or obtained a license to the Software will Licensor be obligated to honor this warranty. Licensor will use reasonable commercial efforts to repair, replace, advise or, for individual consumers, refund pursuant to the foregoing warranty within thirty (30)days of being so notified.

If any modifications are made to the Software by you during the warranty period, if the media is subjected to accident, abuse, or improper use, or if you violate the terms of this Agreement, then this warranty shall immediately terminate and be void. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Software was purchased with or designed to be used as described in the Documentation.

THIS IS A LIMITED WARRANTY, AND THE WARRANTY SET FORTH IN THIS AGREEMENT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.

6. Limitation of Remedies. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL EITHER PARTY, OR ITS SUPPLIERS OR RESELLERS (INCLUDING WELLSKY), BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PROGRAMS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DAMAGES EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE.

7. Indemnification.

(a)    You agree to defend, indemnify, and hold harmless Licensor, its suppliers and its resellers from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys’ fees) arising from any claims from anybody that result from or relate to your use, reproduction, or distribution of the Software.

(b)     Licensor will indemnify, defend, and hold harmless you, and your respective directors, officers, agents, employees, and End Users (each, a “Indemnitee”) from and against all claims, damages, liabilities, judgments, costs, expenses (including legal costs and reasonable attorney fees) (collectively, “Damages”) arising out of a third-party claim against an Indemnitee, resulting from or alleged to have resulted from the use of the Software constitutes an infringement, misappropriation, or other violation of any patent, trademark, copyright, trade secret, or other intellectual property right of a third party. If your right to use the Software is enjoined, Licensor will, at Licensor’s expense, (a) procure for you to use the Software, (b) replace the Software with a functionally equivalent, non-infringing product or service, or (c) modify the Software so they become non-infringing and functionally equivalent to the infringing Software.