Lifecom Pharmacy – License Agreement

PLEASE READ THIS AGREEMENT BEFORE RUNNING THIS BETA VERSION SOFTWARE PRODUCT. ACCESSING THIS PROGRAM AND/OR OPERATION OF THIS SOFTWARE INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT. ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.

This agreement is between you, the User (“User”) and Lifecom, Inc. (“Lifecom”). User agrees to abide by the terms of this Agreement.

Recitals:

Lifecom has designed and is in the process of developing a proprietary software and information systems referred to herein as “PRN Pro,” PRN Pro has not been fully developed or tested and is in need of testing, experimental use, review, comment and modification before it can be released to the public for use. Both parties desire that User experimentally use, evaluate, and conduct tests and report to Lifecom on and with respect to the beta release of PRN Pro with the interest of assisting Lifecom in completing the development of PRN Pro.

Grant. Lifecom grants User a personal, nontransferable, nonexclusive, and noncommercial license to experimentally use PRN Pro on the terms and conditions set out herein. Term. The license granted by this Agreement shall be effective on the date of acceptance of this Agreement and shall remain in force for a period of six months from that date. License Fee. User shall pay no fee for the term of this License.

4. License Terms. User shall have the right to access the PRN Pro system and database. User may not grant sublicenses in and for PRN Pro and may not sell, transfer, publish, disclose, display, or make available to others PRN Pro or any part thereof. User shall not compile PRN Pro from one form to another or attempt to modify, convert, reverse engineer, reverse compile, change, or reverse assemble PRN Pro. Any copyright protection mechanisms built into PRN Pro shall be honored by User.

5. Obligations of the Parties. During the term of this Agreement, User agrees to use and test PRN Pro for its intended purpose, and to inform Lifecom of all errors, difficulties, or other problems with PRN Pro. User agrees to make suggestions for the improvement of PRN Pro, at no cost to Lifecom, which will become the sole and exclusive property of Lifecom. Lifecom will promptly make a reasonable effort to fix reported errors.

6. Lifecom Not Liable. In addition to the disclaimer of warranties in Section 9, it is understood further that Lifecom makes no representations or warranties concerning the completeness, accuracy, or operation of PRN Pro-Beta that is not fully developed. User acknowledges that it should not rely upon PRN Pro-Beta for any purpose.

7. Personnel Support. Lifecom may, in its sole discretion, make personnel available to User to assist User in the evaluation and testing activities required under this Agreement.

8. Proprietary Rights. PRN Pro and all copies thereof are proprietary to and the property of Lifecom, and title thereto remains in Lifecom. All applicable rights to copyrights, trademarks, and trade secrets in PRN Pro are and will remain in Lifecom.

9. Limited Warranty and Disclaimer of Warranty. It is understood by User that PRN Pro-Beta is experimental, remains under development, and has not been fully developed, tested or debugged. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY LIFECOM, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO PRN-Pro-Beta, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTIBILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. LIFECOM DOES NOT WARRANT THAT PRN Pro-Beta WILL MEET USER’S NEEDS OR BE FREE FROM ERRORS. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT. LIFECOM WILL NOT BE LIABLE TO USER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY, OR CONTRIBUTION, OR OTHERWISE, EVEN IF LIFECOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Assignment. The rights granted to User under this Agreement are personal in character. Neither this Agreement nor any rights granted hereby may be assigned by User voluntarily or by operation of law without Lifecom’s prior written consent

11. Governing Laws. This Agreement and its interpretation and enforcement shall be governed by the laws of the state of Oregon, and the copyrights, patent, and trademark laws of the United States. Lifecom and User hereby consent and submit to the exclusive jurisdiction of any state or federal court located within the state of Oregon.