MedicineWorks.com

TM

Health Resources Unlimited, Inc.

SOFTWARE LICENSE AGREEMENT

IMPORTANT NOTICE TO SUBSCRIPTION PURCHASER
PLEASE READ CAREFULLY

YOU SHOULD READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING THE INTERACTIONSGUIDE WEB APPLICATION SOFTWARE.  IF YOU ARE ACCESSING THE INTERACTIONSGUIDE SITE ELECTRONICALLY, YOU SHOULD READ THIS LICENSE BEFORE PRESSING “I ACCEPT" ON THE WEB ACCESS PAGE.

BY USING THE INTERACTIONSGUIDE SITE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.  THIS LICENSE IS A LEGAL AGREEMENT BETWEEN YOU AND HEALTH RESOURCES UNLIMITED, INC. (“LICENSOR”) FOR THE INTERACTIONSGUIDE WEB APPLICATION SITE, WHICH INCLUDES COMPUTER SOFTWARE AND ASSOCIATED CONTENT, MEDIA, PRINTED MEDIA, AND “ON-LINE” OR ELECTRONIC DOCUMENTATION, INCLUDING ANY UPGRADE OR MODIFICATION THEREOF (COLLECTIVELY, THE “INTERACTIONSGUIDE SITE”).  BY INSTALLING, COPYING, OR OTHERWISE USING THE INTERACTIONSGUIDE SITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AND ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

IF YOU ARE ACCESSING, USING, OR downloading any software obtained THROUGH the HEALTH RESOURCES UNLIMITED, INC. OR MEDICINEWORKS.COM WEB SITES, THE LEGAL NOTICES, SITE terms, and privacy policy as posted on the applicable Web Site are expressly incorporated herein by reference and shall govern your ACCESSING, downloading, and any usage of SUCH software.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU MAY NOT INSTALL, COPY, DOWNLOAD, OR USE THE INTERACTIONSGUIDE SITE.  IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AND YOU ARE ACCESSING THE INTERACTIONSGUIDE SOFTWARE ELECTRONICALLY, CLICK “DISAGREE/DECLINE.”  IF YOU DO NOT AGREE TO THE TERMS OF THE LICENSE AND YOU PURCHASED THE INTERACTIONSGUIDE SITE FROM HEALTH RESOURCES UNLIMITED, INC. NOTIFY HEALTH RESOURCES UNLIMITED, INC. IN WRITING THAT YOU REQUEST A CANCELLATION OF YOUR SUBSCRIPTION ACCESS TO THE INTERACTIONSGUIDE SITE FOR A REFUND.

LICENSOR RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THIS LICENSE AGREEMENT IN ITS SOLE DISCRETION AT ANY TIME AND WITHOUT PRIOR NOTICE. PLEASE CHECK THIS PAGE PERIODICALLY FOR ANY MODIFICATIONS. YOUR CONTINUED USE OF THIS WEBSITE FOLLOWING THE POSTING OF ANY CHANGES WILL MEAN THAT YOU HAVE ACCEPTED THE CHANGES.

IMPORTANT NOTE:  Treatment and other information included in the InteractionsGuide Site are for information only.  The InteractionsGuide Site is not a substitute for evaluation or treatment by a qualified health care professional.  YOU are advised to seek the advice of a qualified health care professional.  If YOU are a qualified health care professional, YOU are advised to rely on your own training, education, and experience, and the standards of YOUR profession.  Please see disclaimer of warranties and the limitation on remedies set forth below.

1.  GENERAL

LICENSOR is the owner of all right title and interest in and to the InteractionsGuide Site, regardless of the media or form of the original access or download, whether online via the internet, by CD-ROM, or otherwise.  YOU, as a licensee, do not acquire any ownership rights to the InteractionsGuide Site by downloading, installing, copying, or using the InteractionsGuide Site.  The InteractionsGuide Site is licensed, not sold, to YOU by LICENSOR for use only under the terms of this License.  The InteractionsGuide Site is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.  The rights granted herein are limited to the intellectual property rights of LICENSOR and/or its licensor(s) in the InteractionsGuide Site and do not include any other patents or intellectual property rights.  The terms of this License will govern any software upgrades provided by LICENSOR that replace and/or supplement the original InteractionsGuide Site unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2.  PERMITTED USES

LICENSOR grants to YOU a non-exclusive, non-transferable, license to access the InteractionsGuide Site via the internet using a computer or mobile device.  YOU may use the InteractionsGuide Site only on one computer, computer terminal or mobile device at a time. Any copy of the InteractionsGuide Site that YOU make is in violation of this License.

3.  RESTRICTIONS

LICENSOR retains all right, title, and interest in and to the InteractionsGuide Site, and any rights not granted to YOU herein are reserved by LICENSOR.  YOU may not use, copy, archive, or modify the InteractionsGuide Site, or any copy thereof, in whole or in part, except as expressly provided in this License. YOU may not reverse engineer, disassemble, decompile, or translate the InteractionsGuide Site, or otherwise attempt to derive the source code of the InteractionsGuide Site.  In the event that such activities are permitted by applicable law, any information YOU, or YOUR authorized agent, discover shall be promptly disclosed to LICENSOR and shall be deemed the confidential information of LICENSOR.

Except as expressly provided in this License, the InteractionsGuide Site, or by prior express written consent of LICENSOR, YOU may not display, modify, reproduce, or distribute any portion of the InteractionsGuide Site.  Any such display, modification, reproduction, or distribution shall be undertaken by YOU in full accord with this License and any other conditions that may be imposed by LICENSOR.  Under no circumstances will YOUR use, display, modification, reproduction, or distribution of any portion of the InteractionsGuide Site give YOU any intellectual property or proprietary rights in the InteractionsGuide Site.

4.  NO TRANSFER

YOU may not rent, lease, sublicense, or otherwise transfer the InteractionsGuide Site or this License except as expressly provided in this License or by prior express written consent of LICENSOR, and any attempt to otherwise sublicense, rent, lease, or transfer any of YOUR rights or obligations under this License is null and void.

5.  SUPPORT SERVICES 

From time to time, at LICENSOR’s sole discretion, LICENSOR may provide YOU with support services related to the InteractionsGuide Site (“Support Services”).  LICENSOR reserves the right to alter, suspend, and/or terminate the Support Services at any time and for any reason.  YOUR use of any Support Services is governed by this License and any additional LICENSOR policies or guidelines governing the use of the Support Services.  Any supplemental software, code, content, or media provided to YOU in the course of YOUR use of the Support Services is considered part of the InteractionsGuide Site and subject to the terms and conditions of this License.

6.  COPYRIGHT

The InteractionsGuide Site, including all of its content, is copyrighted, and the internal aspects and components of the programs are trade secrets of LICENSOR and its licensor(s).  The InteractionsGuide Site may contain content that is subject to third party copyright or other intellectual property rights.  Prior to copying, displaying, modifying, or redistributing any programs or materials, YOU may need to obtain permission from such third party copyright holders.

7. TERM 

This License is effective until terminated.  YOU may terminate this License at any time by removing access to and use of the InteractionsGuide Site with all copies, full or partial, and removing all of its component parts.  YOUR rights under this License will terminate automatically without notice from LICENSOR if YOU fail to comply with any term(s) or condition(s) of this License.  In such event, no notice shall be required by LICENSOR to effect such termination.  Upon termination of this License, YOU shall cease all access to and use of the InteractionsGuide Site and destroy all copies, full or partial, together with all backup copies, modifications, printed or written materials, and merged portions in any form, and remove all component parts of the InteractionsGuide Site.

8.  INTELLECTUAL PROPERTY RIGHTS 

LICENSOR and its licensor(s) retain all right, title, and interest in and to the InteractionsGuide Site and to any modifications or improvements made to the InteractionsGuide Site, and any upgrades, updates, or other content or documentation provided to YOU.  YOU will not obtain any rights in the InteractionsGuide Site, its updates, upgrades, or other content or documentation as a result of YOUR obligations hereunder.

By agreeing to this License, YOU acknowledge the exclusive rights of LICENSOR and its licensor(s) in and to the InteractionsGuide Site and that the InteractionsGuide Site is unique and original to LICENSOR and its licensor(s) and that LICENSOR and its licensor(s) is owner thereof.  Unless otherwise permitted by law, YOU shall not, at any time during or after the effective Term of the Agreement, dispute or contest, directly or indirectly, the exclusive right and title of LICENSOR and its licensor(s) in and to the InteractionsGuide Site or the validity thereof.

9.  U.S. GOVERNMENT USERS

The InteractionsGuide Site and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202- 4, as applicable.  The Commercial Computer Software and Commercial Computer Software Documentation is licensed to U.S. Government users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

10. EXPORT LAW ASSURANCES

YOU may not use or otherwise export or re-export the InteractionsGuide Site except as authorized by United States law and the laws of the jurisdiction in which the InteractionsGuide Site was obtained.  In particular, but without limitation, the InteractionsGuide Site may not be exported or re-exported (a) into any U.S. embargoed country or to any national or resident of any U.S. embargoed country, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person or Entity Lists.  By installing or using any component of the InteractionsGuide Site, YOU represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

11. WARRANTY

LICENSOR warrants that for ninety (90) days from the date of purchase of the InteractionsGuide Site, the internet or electronically accessed files will be free from defects in material and workmanship under normal use.  If any such defect appears within such ninety (90) day period, YOU may return the subscription access and login permissions for replacement without charge to LICENSOR along with an explanation of the alleged defect.

12.  DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE INTERACTIONSGUIDE SITE IS FURNISHED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.   LICENSOR AND ITS EMPLOYEES, DIRECTORS, OFFICERS, SUPPLIERS, DISTRIBUTORS, LICENSORS, AGENTS, AND AFFILIATES (FOR PURPOSES OF SECTIONS 12 AND 13 OF THIS LICENSE, “SUPPLIER”) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE INTERACTIONSGUIDE SITE, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  SOME STATES DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

THE TREATMENTS AND OTHER INFORMATION APPEARING IN THE INTERACTIONSGUIDE SITE ARE PROVIDED FOR INFORMATION ONLY, AND THEIR INCLUSION DOES NOT INDICATE THE APPROVAL OF SUPPLIER WITH RESPECT THERETO.  YOU SHOULD NOT SUBSTITUTE THE INTERACTIONSGUIDE SITE FOR YOUR OWN INDEPENDENT JUDGMENT.  THE CONTENT OF THE INTERACTIONSGUIDE SITE SHOULD NOT BE CONSIDERED RECOMMENDATIONS AS TO THE TREATMENT OF ANY CONDITION, AND SUPPLIER EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY LOSSES OR DAMAGES, DIRECT OR INDIRECT, YOU MAY INCUR BY ANY USE OF OR RELIANCE UPON THE INTERACTIONSGUIDE SITE.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE INTERACTIONSGUIDE SITE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  SUPPLIER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE INTERACTIONSGUIDE SITE, THAT THE FUNCTIONS CONTAINED IN THE INTERACTIONSGUIDE SITE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE INTERACTIONSGUIDE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE INTERACTIONSGUIDE SITE WILL BE CORRECTED.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SUPPLIER OR AN AUTHORIZED REPRESENTATIVE OF ANY SUPPLIER SHALL CREATE ANY WARRANTY.     SHOULD THE INTERACTIONSGUIDE SITE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.

13. INDEMNIFICATION.

14. LIMITATION OF LIABILITY

BY USING THE INTERACTIONSGUIDE SITE YOU EXPRESSLY ACCEPT THE FOLLOWING DISCLAIMER OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE INTERACTIONSGUIDE SITE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND REGARDLESS OF WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.  SUPPLIER'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FROM ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE) SHALL BE LIMITED TO THE RETAIL PRICE OF THE INTERACTIONSGUIDE SITE; PROVIDED, HOWEVER, THAT IF YOU HAVE ENTERED INTO A SUPPORT SERVICES AGREEMENT, SUPPLIER'S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT.  YOU UNDERSTAND AND AGREE THAT THE LIMITATION OF SUPPLIER'S LIABILITY AS STATED ABOVE REPRESENTS A DELIBERATE ALLOCATION OF RISK WHICH AFFECTS THE PRICE OF THE INTERACTIONSGUIDE SITE.  WITHOUT THIS LIMITATION OF LIABILITY THE PRICE CHARGED BY SUPPLIER WOULD NECESSARILY BE MUCH GREATER.  BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

16. SYSTEMS RELIABILITY.

16. CONTROLLING LAW AND SEVERABILITY

This License will be governed by the laws of the State of Oregon, without regard to or application of conflicts of law rules or principles.  This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  If any provision of this License is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. This License is the complete and exclusive statement of the agreement between YOU and LICENSOR and supersedes any proposal or prior agreement, oral or written, and any other communications between YOU and LICENSOR or any of its employees, directors, officers, suppliers, licensors, distributors, agents, or affiliates concerning the subject matter of this License.  If YOU have any questions concerning this License, YOU may contact LICENSOR by writing to Health Resources Unlimited, Inc. at 4750 SW Watson Avenue, Beaverton, Oregon 97005 or by calling 503.520.1741.

The InteractionsGuide Site is protected by United States Copyright Law and International Treaty.  Unauthorized reproduction or distribution is subject to civil and criminal penalties.