User Agreement

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USE OF THIS SOFTWARE CONFIRMS PRIOR AGREEMENT WITH THE BELOW MEDMEMORY LLC END USER LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY.

This Medmemory History End-User License Agreement ("EULA") is a legal AGREEMENT between you, Medmemory, LLC. and Medmemory ("Distributor"), for the Medmemory software, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("Software"). By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, then DO NOT use the Software, the original purchaser may, however, return it to the Distributor within thirty days of the date of original purchase for a full refund of the purchase price, if any, that you paid for this Software.

Clinical Disclaimer. THE MEDMEMORY IS UNDER DEVELOPMENT AND CONSIDERED TO BE INCOMPLETE. THE PROGRAM SHOULD NOT BE USED FOR ACTUAL PHYSICIAN DIAGNOSIS. BECAUSE THE ALGORITHM HAS NOT BEEN VALIDATED IN CLINICAL TRIALS, IT IS POSSIBLE THAT SYMPTOMS MAY BE MISSED. THE PROGRAM'S USER IS RESPONSIBLE FOR VERIFYING ALL INFORMATION BEFORE APPLYING IT TO THE CLINICAL SETTING. MEDMEMORY, LLC DENIES ALL RESPONSIBILITY FOR THE MISUSE OF THE PROGRAM IN CARING FOR PATIENTS.

LICENSE:

The Software is the property of Medmemory, LLC. or its licensers and is protected by copyright law. While Medmemory, LLC. continues to own the Software, you will have certain rights to use the Software after your acceptance of this license. Except as may be modified by a license addendum which accompanies this license, your rights and obligations with respect to the use of this Software are as follows:

YOU MAY:

(i) use one copy of the Software on each computer regularly used by any of the physicians or other staff employed in the practice that has purchased subscriptions for each physician employed by the practice, provided that no such copy is accessible to the physicians or staff of any practice that has not purchased the appropriate number of licenses to use the Software;

(ii) use the Software on a network, provided that you have purchased a non-expired, non-terminated license to use the Software for each physician that can access the Software over that network;

YOU MAY NOT:

(i) copy the documentation which accompanies the Software;

(ii) sublicense, rent or lease any portion of the Software;

(iii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software; or

LIMITED WARRANTY:

Medmemory, LLC. and Distributor warrant that the media on which the Software is distributed will be free from defects for a period of sixty (60) days from the date of delivery of the Software to you. Your sole remedy in the event of a breach of this warranty will be that Medmemory, LLC. or Distributor will, at their option, replace any defective media returned within the warranty period or refund the money you paid for the Software. MEDMEMORY, LLC. DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR THAT THE SOFTWARE WILL BE ERROR-FREE.

THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

This warranty gives you specific legal rights. You may have other rights, which vary from jurisdiction to jurisdiction.

DISCLAIMER OF DAMAGES:

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL MEDMEMORY, LLC. BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF MEDMEMORY, LLC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IN NO CASE SHALL MEDMEMORY, LLC.'S LIABILITY EXCEED THE GREATER OF THE PURCHASE PRICE FOR THE SOFTWARE OR US$100.00. THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER YOU ACCEPT THE SOFTWARE.

All title, trademarks and copyrights in and pertaining to the Software (including but not limited to any images, photographs, animation, video, audio, music, text, and applets incorporated into the Software), the accompanying, printed materials and any copies of the Software are owned by Medmemory, LLC. The Software is protected by copyright and trademark laws and international treaty provisions. You must treat the Software like any other copyrighted work, and you may not copy the printed materials accompanying the Software.

You may not remove, modify or alter any Primetime Medical Software copyright, trademark or other proprietary notice from any part of the Software, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the Medmemory Setup Wizard dialog or 'about' boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or dynamically or otherwise created by the Software.

TERMINATION:

Distributor or Medmemory, LLC. may terminate this EULA and your license at any time if you are in breach of this EULA or the license. In the event of such termination, you will be sent notice at your last known address. You may terminate this EULA at any time by (i) ceasing to use the Software, (ii) returning any and all copies of the Software, documentation and other related materials to Medmemory, LLC. or Distributor and (iii) sending a notice of termination to Medmemory, LLC. and Distributor.

GENERAL:

This EULA will be governed by the internal substantive laws of the State of NEVADA, United States of America and the federal laws of the United States of America, without regard to conflict of laws provisions, and expressly disclaims the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All disputes brought by you relating to this EULA shall be subject to final and binding arbitration, brought in Nevada, United States of America under the auspices of the American Arbitration Association. You consent to jurisdiction and venue in the state and federal courts located in Richland County, Nevada. This EULA may only be modified by a license addendum which accompanies this license or by a written document which has been signed by you, Medmemory, LLC. and Distributor. Should you have any questions concerning this EULA, or if you desire to contact either Medmemory, LLC. or Distributor for any reason, please write:

Medmemory, LLC. Customer Sales and Service,

3635 Fort Apache Road, Suite #200-35

Las Vegas, Nevada 89147