Zynx End User Agreement

Each End User Agreement must include terms which are materially no less protective of Company’s rights than those set forth below.

Access Rights. End User is granted a limited term, non-sublicensable, non-transferable, and non-exclusive right to access and use the Company Solution solely for End User’s internal business purposes and in accordance with the Documentation, and solely for the transaction levels and period for which End User has paid the applicable fees. End User may make copies of the Documentation solely for End User’s internal use. Notwithstanding the foregoing, the End User Agreement may be assigned upon the transfer by sale, merger, or corporate re-organization of substantially all of the assets of End User’s organization to a successor organization. The Company Solutions are copyrighted, and all right, title and interest in and to such solutions and all copies thereof are retained by Company and/or its licensors. End User agrees that the Company Solution (and any updates thereto) will only be accessible by End User and its “Authorized Personnel” (as hereinafter defined). “Authorized Personnel” shall mean only End User’s employees, contractors and/or physicians or other licensed professional health care staff having privileges at End User’s facility, who are trained in the use of the Company Solution and have a need to access and use such information contained in the Company Solution. End User shall be responsible for ensuring that Authorized Personnel are informed of, and abide by, the terms and conditions of the license granted to you hereunder.

Exclusions. End User will not, nor permit anyone else to: (i) copy, modify, or distribute (or otherwise make available to others) the Company Solution; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Company Solution (including the Software); (iii) rent, lease or otherwise use the Company Solution on behalf of any third party; (iv) use the Company Solution for performing comparisons or other benchmarking activities, either alone or in connection with any other Company Solution or service; or (v) use the Company Solution to send or store any infringing or unlawful material, attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Company Solution or the data contained therein or access the Company Solution for the purpose of building a competitive solution or service or copying its features or user interface.

Title and Protection. Company owns all worldwide right, title and interest in and to the Company Solution and Documentation. End User will not delete or alter the proprietary rights notices appearing on the Software or Documentation.

Termination. Following termination of End User Agreement, End User shall cease use of the Company Solution except as it has been incorporated into historical records.

Confidentiality. End User will hold the Company Solution and Documentation in confidence and will protect the same with at least the same degree of care with which End User protects its own similar confidential information.

Export. End User will not export, re-export, or import the Company Solution or Documentation without the appropriate United States or foreign government licenses.

No Warranty. Company and its suppliers and licensors disclaim liability for any damages to the End User, whether direct or indirect, incidental or consequential, arising in connection with the End User Agreement and/or the End User’s use of the Company Product.

DISCLAIMER OR WARRANTY. END USER AGREES THAT THE RESELLER COMPANY SOLUTIONS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, AND ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, COMPLETENESS, ADEQUACY AND NONINFRINGEMENT OR WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE ARE EXCLUDED BY COMPANY. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ON AN UNINTERRUPTED OR ERROR-FREE BASIS, AND NO REPRESENTATION OR WARRANTY IS MADE AS TO THE SELECTION OR ACCURACY OF THE SOFTWARE DATABASE CONTENTS, OR WHETHER SUCH DATABASE CONTAINS AN IDENTICAL OR ACCURATE REPRODUCTION OF THE ORIGINAL LITERATURE OR SOURCE MATERIALS.

Assumption of Risk. Without limitation of the disclaimer of warranties set forth in the paragraph above, End User acknowledges and agrees that:

a. While Company has attempted to incorporate key literature into the knowledge-base content program, the Company Solution are not all-inclusive or necessarily complete, and there may be omissions, typographical and other errors, conflicting information or inaccuracies in the software databases.

b. The clinical information contained in the Company Solution Company Products is intended as a supplement to, and not a substitute for, the knowledge, expertise, skill, and judgment of physicians, pharmacist, or other healthcare professionals in patient care. The professional duty to the patient in providing healthcare services lies solely with the healthcare professional providing patient care services. Company does not assume any responsibility for actions of End User or any Authorized Personnel which may result in any liability or damages due to malpractice, failure to warn, negligence or any other basis. End User and the other health care providers responsible for patient care shall retain full responsibility for all decisions relating to patient care, and the Company Solution shall not be used as a substitute or replacement for diagnosis or treatment recommendations or other clinical decisions or judgment.

c. The foregoing allocation of liability fairly reflects the economic circumstances and risks that End User and Company are willing to undertake in view of the amounts paid and/or payable by End User for the license of the Company Solution.

LIMITATION OF LIABILITY.

a. IN NO EVENT WILL COMPANY BE LIABLE TO END USER FOR ANY DAMAGES, INCLUDING LOST REVENUES, PROFITS, DATA OR OTHER INFORMATION, OR FOR ANY SPECIAL INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE KNOWLEDGE-BASE CONTENT OR ARISING OUT OF OR IN ANY OTHER WAY CONNECTED WITH THE LICENSE GRANTED TO END USER HEREIN, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S TOTAL LIABILITIES, WHETHER ARISING UNDER CONTRACT OR OTHERWISE, ARE LIMITED TO THE FEES RECEIVED BY COMPANY HEREUNDER SPECIFICALLY RELATING TO THE COMPANY SOLUTION.

b. End User shall indemnify Company and its affiliates and hold them harmless from and against any and all liabilities, damages (including but not limited to compensatory, consequential, special and punitive damages), interest, penalties, expenses, including but not limited to reasonable attorney’s fees, and any other losses (collectively referred to as “Losses”) resulting from, or in connection with or arising out of any claim, action or proceeding, however styled, whether in court or not, by a third-party in any way involving Company in which it is alleged that End User or one of its employees, agents or professionals on staff in any way caused personal injury to the third-party or to another. Notwithstanding the foregoing, End User shall have no obligation to indemnify Company and its affiliates from any Losses caused by gross negligence or willful misconduct of Company.

Ownership. All ownership and proprietary rights, including but not limited to all copyright, trade secrets, patent rights to the Company Solution, and the information contained herein and derivative works thereof, including without limitation the executable order sets and executable plans of care as authorized by End User (derivative works and customized executable order sets and customized executable plans of care known as “Derivative Works”, and collectively with all of the foregoing, the “Company IP Rights”), are and shall remain the sole and exclusive property of Company or its licensors, as applicable. The Derivative Works shall be considered works made for hire for Company as contributions to a collective work pursuant to the provisions of 17 USC sec. 101 et. seq. To the extent any Derivative Works may not be considered works made for hire, then End User hereby grants to Company all right title and interest in and to such Derivative Works. End User agrees to execute all documents reasonably requested by Company to effect this grant of rights. In the event that End User fails to execute such documents within ten (10) business days following such request, then End User hereby appoints Company as its attorney in fact to execute any such document, such appointment being a power accompanied by an interest. Notwithstanding anything to the contrary set forth herein, nothing contained in this Agreement grants End User any right to use any Company IP Rights in any manner not expressly provided in this Agreement or vests in End User any ownership rights to the Company IP Rights. End User will not take any action with respect to the Company IP Rights or the associated Company trademarks that is inconsistent with the foregoing.

Governing Law. The terms of this license shall be construed in accordance with the laws of the Commonwealth of Massachusetts.

Third Party Beneficiary. End User agrees that Company is an intended third party beneficiary of these End User Terms and Conditions.