END-USER LICENSE AGREEMENT - ETRENDING PLATFORM

END-USER LICENSE AGREEMENT
ETRENDING PLATFORM

IMPORTANT-READ CAREFULLY:  This End-User License Agreement ("EULA") is a legal agreement between you, either an individual or a single entity ("The User") and PHD Medical, Inc., ("The Company") for the Etrending platform ("The Software") which includes computer software and associated media, printed materials, and "online" or electronic documentation.

YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT.  IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE PRODUCT.

1. GRANT OF LICENSE.  PHD Medical grants The User the following rights provided they comply with all terms and conditions of this EULA:

- The Software. Unless The User receives The Software pre-loaded by The Company on a computer, The User may install one copy of The Software on a computer, workstation, or terminal or other digital electronic device residing on your premises for the sole and exclusive purpose of managing, analyzing, manipulating and scoring data.
- No Commercial Use.  The Software is licensed only for non-commercial use. All output created using The Software may not be sold. If The User has an application 	that uses The Software, then it may not be sold for commercial gain or used in a commercial environment unless you accept and use a supplemental end user license agreement to this EULA.

2. LICENSE EXPIRATION. This EULA will expire when a new EULA becomes effective. On expiration The User will be required to agree to a new EULA before they are able to access The Software.

3. TRANSFER.  The User may install to and access from a different computer from which this EULA was initially agreed. The User may not rent, lease, lend, distribute, transfer, assign or redistribute The Software.

4. LIMITATION ON REVERSE ENGINEERING.  The User may not reverse engineer, decompile, or disassemble The Software, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation.

5. TERMINATION.  Without prejudice to any other rights, The Company may cancel this EULA if The User does not abide by the terms and conditions of this EULA, in which 	case The User must destroy all copies of The Software and all of its component parts to include computer software and associated media, printed materials, and "online" or electronic documentation.

6. CONSENT OF USE OF DATA. By agreeing to this EULA The User agrees to the following with respect to inputted and outputted data to and from The Software.

- The User agrees that The Company and its affiliates may collect and use technical information provided by The User as part of support services related to The Software
- All data hosted by The Software that can be considered non-confidential in nature may be used in part or in whole to develop, validate and test The Software
- All data hosted by The Software  that can be considered non-confidential in nature may be distributed in part or in whole to companies or institutions affiliated with The Company
- The Software will not be used by The User for the production or analysis of clinical data
- No diagnosis will be made by The User fully or in part from data displayed or outputted by The Software
- The availability of data uploaded by The User to The Software cannot be guaranteed

7. LINKS TO THIRD PARTY SITES. The Company is not responsible for the contents of any-third party sites or services, any links contained in the third-party sites or 	services, or any change or updates to third-party sites or services. The Company is providing those links and access to third-party sites and services  to The User only as a convenience, and the inclusion of any link or access does not imply an endorsement by The Company of the third-party site or service.

8. SEPARATION OF COMPONENTS. The Software is licensed as a single product. Its component parts may not be separated for use on more that one device.

9. EXPORT RESTRICTIONS.  You acknowledge that the Software Product is of Canadian origin. You agree to comply with all applicable international and national laws that apply to the Software Product, including the Canadian Export Regulations as set out by the Canadian Border Services Agency (CBSA), as well as end-user, end-use and destination restrictions issued by Canada and other governments.

10. DISCLAIMER OF WARRANTIES.  To the maximum extent permitted by applicable law, The Company and its suppliers provide to you The Software, and any (if any) support 	services relating to The Software AS IS AND WITH ALL FAULTS; and The Company and its suppliers hereby disclaim with respect to The Software and support services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence.  ALSO 

THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT.  THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT AND ANY SUPPORT SERVICES REMAINS WITH YOU.

11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.  To the maximum extent permitted by applicable law, in no event shall The Company or its suppliers be liable for any special, incidental, indirect, punitive or consequential damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use The Software or the support services, or the provision of or failure to provide support services, or otherwise under or in connection with any provision of this EULA, even if The Company or any supplier has been advised of the possibility of such damages.

12. LIMITATION OF LIABILITY AND REMEDIES.  Notwithstanding any damages that you might incur for any reason whatsoever  (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of The Company and any of its suppliers under any provision of this EULA and your  exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for The Software or CAN.$5.00.  The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

13. APPLICABLE LAW.  This EULA shall be governed by the laws of the Province of Quebec, Canada and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Montreal, Quebec.

14. INTELLECTUAL PROPERTY RIGHTS.  The Software is protected by copyright and other intellectual property laws and treaties.The Company or its suppliers own the title, copyright, and other intellectual property rights in The Software. The Software is licensed, not sold.

15. ENTIRE AGREEMENT.  This EULA (including any addendum, amendment or attachment, or other written agreement signed by you and The Company) is the entire agreement between you and The Company relating to The Software and the support services (if any) and they supersede all prior or contemporaneous oral communications, proposals and representations with respect to The Software or any other subject matter covered by this EULA.


Effective Date: 19th July 2010
END-USER LICENSE AGREEMENT - ETRENDING PLATFORM

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