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LICENSOR SOFTWARE LICENSE AGREEMENT
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THIS IS A LICENSE AGREEMENT ("AGREEMENT") BETWEEN PUBLICIS EHEALTH SOLUTIONS ("PEHS"), A DIVISION OF MEDICUS GROUP INTERNATIONAL, INC. AND A MEMBER OF PUBLICIS GROUPE, SA, AND THE INDIVIDUAL USER WHO HAS COMPLETED THE ONLINE REGISTRATION FORM ("USER").  THIS AGREEMENT PROVIDES USER THE RIGHT TO DOWNLOAD AND USE THE JOURNALTOGO(r) SOFTWARE ("JTG") AND OTHER CONTENT AND UPDATES THERETO MADE AVAILABLE BY PEHS (COLLECTIVELY, THE "CONTENT"), AS WELL AS MACHINE EXECUTABLE, OBJECT CODE VERSION OF THE NAVIGATIONAL SOFTWARE AND RELATED DOCUMENTATION AND UPDATES THERETO MADE AVAILABLE BY PEHS (THE "SOFTWARE"). THE CONTENT AND SOFTWARE ARE REFERRED TO COLLECTIVELY AS THE JTG INFORMATION.  PEHS IS WILLING TO GRANT USER THE FOLLOWING LICENSE (THE "LICENSE") TO USE THE JTG INFORMATION ACCORDING TO THIS AGREEMENT, ONLY ON THE CONDITION THAT USER ACCEPTS ALL TERMS IN THIS AGREEMENT.

BY CLICKING ON THE "I AGREE" BUTTON BELOW, USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.  IF USER DOES NOT AGREE TO ANY OF THE TERMS BELOW, PEHS IS UNWILLING TO LICENSE THE JOURNALTOGO(r) INFORMATION TO USER, AND USER SHOULD CLICK ON THE "I DECLINE" BUTTON BELOW TO DISCONTINUE THE INSTALLATION PROCESS.

1. LICENSE. PEHS grants User a non-exclusive, non-transferable license to download, install and use the JTG Information on a single computer solely for User's internal business purposes to access the Content on the JTG website.  User may not otherwise use the JTG Information except as may be authorized by JTG, in its sole discretion, expressly in writing on a case-by-case basis.

2. RESTRICTIONS.  User shall not use, copy, modify, disclose, create derivative works of, transfer, sublicense or otherwise permit any third party to use the JTG Information, or any copy thereof, in whole or in part, except as expressly provided in this Agreement.  User shall not reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code of the Software, or authorize or permit any third party to do any of the foregoing.  Any attempt to transfer any of the rights, duties or obligations hereunder is void.  User may not rent, lease, loan, resell for profit, or distribute the JTG Information, or any part thereof.

3. OWNERSHIP.  The JTG Information is the property of PEHS or its licensor(s) and is protected by copyright and other intellectual property laws.  The JTG Information is licensed, not sold, to User for use only under the terms of this Agreement, and PEHS reserves all rights not expressly granted to User.

4. TERM; TERMINATION.  This Agreement will terminate immediately without notice to User if User breaches any term or condition of this Agreement.  PEHS reserves the right to modify or terminate this Agreement, or any of its services and/or product offerings at any time without notice to User.  User may terminate this Agreement at any time by notifying PEHS in writing.  Upon notice of termination, the license shall cease, and User shall promptly destroy, or return the JTG Information to PEHS.

5. DISCLAIMER OF WARRANTY; INDEMNIFICATION.

THE JTG INFORMATION IS PROVIDED BY PEHS "AS IS" AND "WITH ALL FAULTS" WITHOUT WARRANTY THAT ACCESS THERETO WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE.  USER ACKNOWLEDGES AND AGREES THAT THE ENTIRE RISK AS TO THE RESULTS AND THE PERFORMANCE OF THE JTG INFORMATION IS ASSUMED BY THE USER, AND THAT NEITHER PEHS NOR ANY LICENSOR OF THE JTG INFORMATION MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE JTG INFORMATION, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGPEHS.

No warranty is made as to the accuracy, quality, performance, safety, truthfulness, completeness, timeliness, usefulness or suitability for User's purposes of the JTG Information.  The JTG is meant to be used only as a reference aid, and is not intended to be (nor should it be used as) a substitute for the exercise of professional judgment.  In view of the foregoing, including the possibility of human error or changes in medical science.  User should confirm the information in the JTG Information through independent sources.  User agrees and acknowledges that User will, at all times, advise patients to seek professional diagnosis and treatment for any medical condition, and to discuss information obtained from JTG Information with other healthcare providers.

User shall indemnify, defend and hold harmless PEHS from and against any claim brought by a third party alleging any fact which, if true, would constitute a breach by User under this Agreement, including but not limited to claims of infringement or violation of any intellectual property right based upon User's use of the JTG Information in a manner not permitted by this Agreement.

6. LIMITATION OF LIABILITY. Neither PEHS, nor its affiliates, agents or licensors shall be liable under any claim, demand or action arising out of or relating to User's use of the JTG Information, nor PEHS' performance of (or failure to perform) any obligation under this Agreement, for indirect, special, incidental or consequential damages, including, without limitation, damages due to lost profits or business interruption, or other damages caused by the inability to use the JTG Information, even if PEHS, its affiliates, agents or licensors have been advised of the possibility of such loss or damages and whether or not such loss or damages is/are foreseeable.  PEHS' aggregate liability under this Agreement for any claim of any type whatsoever shall be limited to direct monetary damages not to exceed the aggregate amount paid by User hereunder during the twelve (12) months preceding the event giving rise to such claim.

7. U. S. GOVERNMENT END USERS.  The JTG Information is a "commercial item" as that term is defined at FAR 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item.  Consistent with FAR. 12.212 and DFARS 227.7202 (Jun 1995), all U.S. Government End Users acquire the JTG Information with only those rights set forth herein.

8. EXPORT LAW.  The JTG Information and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries.  User agrees not to export the JTG Information under any circumstances whatsoever.  User will indemnify and hold PEHS harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney's fees) arising from or relating to any breach by User of its obligations under this paragraph.  User's obligations under this paragraph will survive the expiration or termination of this Agreement.

9. GENERAL.

GOVERNING LAW.  This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the State of Missouri exclusively, as such laws apply to contracts between Missouri residents performed entirely within Missouri. The Application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

PRIVACY. The JournalToGo web site current privacy policies, available at http://www.journaltogo.com/privacy, are incorporated herein by reference.

WAIVER.  The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

ASSIGNMENT.  Neither this Agreement nor any rights or obligations of User hereunder may be assigned by User in whole or in part without the prior written approval of PEHS.  Any assignment in derogation of the foregoing shall be null and void.

SEVERABILITY. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this Agreement are not materially affected.  In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.

COMPLETE AGREEMENT.  This Agreement is the complete and exclusive statement of the agreement between PEHS and User which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.  This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.

THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY.

UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

Protected by copyright and licenses restricting use, copying, distribution, and decompilation.  JournalToGo(r) and ClinicalRewardsProgram(r) are trademarks of Medicus Group International, Inc. in the United States and other countries.

Terms and Conditions Governing Use of JournalToGo(r) & the ClinicalRewardsProgram(r)

INTRODUCTION

This website (the "JTG site") is owned by Publicis eHealth Solutions (PEHS), a unit of Medicus Group International, Inc., which is a member of the b|Com3 Group of Companies. By using our site, you consent to the following terms and conditions ("Terms and Conditions").

USE OF CONTENT; COPYRIGHT

Upon acceptance of these Terms and Conditions, PEHS authorizes you to view the material on the JTG site solely for your personal noncommercial use. If you violate any of these Terms and Conditions, your permission to use the Content automatically terminates.

The contents of the JTG site, such as text, graphics, images, and other material including but not limited to software licensed by PEHS to permit users to access the JTG site (collectively, the "Content"), are protected by copyright under both United States and foreign laws, and title to the Content shall not pass to you or any other user. Unauthorized use of the Content may violate copyright, trademark, and other laws. Except as described below, none of the Content may be reverse-engineered, disassembled, decompiled, reproduced, transcribed, downloaded, stored in a retrieval system, translated into any language or computer language, re-transmitted in any form or by any means (electronic, mechanical, photoreproduction, recordation or otherwise), resold or redistributed without the prior written consent of PEHS.

You are allowed to print individual pages or screens from the JTG site, solely for noncommercial educational purposes, by using your browser's Print commands. No Content may be redistributed by you, in any form or media, without written consent of PEHS.

Content and/or any aspect or feature of the JTG site, including the availability thereof, is subject to change without notice at the editorial discretion of PEHS.

You acknowledge that the JTG Content may incorporate databases or portions of databases of the National Library of Medicine (NLM) and other third parties, and that materials contained in such databases may be subject to additional copyright restrictions as indicated therein. You shall be solely responsible for compliance with any such additional copyright restrictions and are referred to the publication data appearing in the bibliographic citations, as well as to copyright notices appearing in the original publications, all of which are hereby incorporated by reference.

DIGITAL MILLENNIUM COPYRIGHT ACT ("DMCA") NOTICE

PEHS owns, protects and enforces copyrights in its own creative material and respects the copyright properties of others. Materials may be made available on the JTG site, or via the JTG site, by third parties not within the control of PEHS. It is our policy not to permit materials known by us to be infringing to remain on the JTG site. You should notify us promptly if you believe any materials on the JTG site infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the DCMA, PEHS will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. The PEHS designated agent (i.e. proper party) to whom you should address such notice is Donna Due, 1884 Lackland Hill Parkway, Suite 1, Saint Louis, MO 63146, info@PeHSmail.com.

It is the policy of PEHS to terminate its contractual relationships regarding content with third parties who repeatedly infringe the copyrights of others. To learn more about this policy, contact: Publicis eHealth Solutions, 1884 Lackland Hill Parkway, Suite 1, Saint Louis, MO 63146.

TRADEMARKS

Both JournalToGo(r) & the ClinicalRewardsProgram(r) are trademarks owned by PEHS (collectively, the "PEHS Trademarks"). All rights reserved. The PEHS Trademarks may not be used in any commercial manner without the prior written consent of PEHS. You are also advised that PEHS will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

All other products and service marks contained herein are the trademarks of their respective owners.

CONSENT TO MONITORING AND DISCLOSURE

PEHS is under no obligation to monitor the information or materials available on or transmitted through the JTG site. However, anyone using the JTG site agrees that PEHS may monitor these materials periodically to (1) comply with any applicable laws, regulations or other governmental orders; and (2) to operate the JTG site properly or to protect itself and its users. PEHS reserves the right to delete, reject or eliminate in whole or in part, any information available or transmitted through the JTG site that it, in its sole discretion, believes is unacceptable or in violation of these Terms and Conditions.

Subject to the Privacy Policy governing PEHS' use of personal information (see below), should you provide PEHS with information, including but not limited to feedback, data, answers, questions, comments, suggestions, plans, ideas or the like, such information shall be deemed to be nonconfidential and PEHS assumes no obligation to protect such information from disclosure. The submission of such information to PEHS shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by PEHS for any purpose whatever. PEHS shall be free to reproduce, use, disclose and distribute such information to others without restriction. You agree that you shall have no recourse against PEHS for alleged infringement or misappropriation in connection with any information or materials submitted.

PRIVACY

It is PEHS' policy to respect the privacy of your personal information. Therefore, PEHS has established a Privacy Policy, the terms of which are available at http://www.journaltogo.com/aboutjtg/privacy.asp and incorporated into these Terms and Conditions by this reference.

DISCLAIMER OF ENDORSEMENT

Reference on the JTG site to any products, services, tests, procedures, processes, hypertext links to third parties or other information by trade name, trademark, manufacturer, supplier or otherwise does not necessarily constitute or imply its endorsement, sponsorship or recommendation by PEHS. Any opinions expressed on the JTG site are the opinions of others than JTG/PEHS. JTG/PEHS does not assume any liability or responsibility for the content of any materials provided through or appearing on the JTG Site, including but not limited to products, information, ideas, services, tests, procedures, hyperlinks, and instructions, (collectively, the "Materials"). Nor does JTG/PEHS assume any liability or responsibility for damage or injury to persons or property arising from any use of the Materials.

DISCLAIMER OF WARRANTIES

THE MATERIALS ARE PROVIDED FOR INFORMATION PURPOSES ONLY. THE MATERIALS ARE NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE. NEITHER THE CONTENT NOR ANY OTHER SERVICE OR MATERIALS OFFERED BY OR THROUGH THE JTG SITE ARE INTENDED TO BE RELIED ON FOR MEDICAL DIAGNOSIS OR TREATMENT.

You acknowledge that, in using the JTG site, information and materials will be transmitted over local exchange, interexchange and internet backbone carrier lines and through routers, switches and other devices owned, maintained and serviced by third party local exchange and long distance carriers, utilities, internet service providers and others, all of which are beyond the control and jurisdiction of PEHS and its suppliers. Accordingly, PEHS assumes no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with use of the JTG site.

The use of the JTG site and the Content and Materials therein, is at your own risk. THE JTG SITE AND THE CONTENT AND MATERIALS THEREIN, ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. PEHS, ITS LICENSORS, AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, TITLE OR FITNESS FOR PARTICULAR PURPOSE. PEHS, its licensors, and its suppliers make no representations or warranties about the accuracy, truthfulness, reliability, completeness, usefulness, currentness or timeliness of the Materials and/or Content provided on or available through the use of the JTG site. PEHS, its licensors, and its suppliers do not make any warranty that the Content and/or Materials contained on or available through the JTG site satisfies applicable government regulations.

Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

LINKING

The JTG site may provide links or references to third party websites and other on-line materials. However, PEHS has no control over or responsibility for content on third party sites and transactions that occur therein. To the extent PEHS provides links to other sites, they are provided merely as a convenience to you, and PEHS and its affiliates shall have no responsibility or liability for any damages or injury arising from linking to such third party websites. The Terms and Conditions and Privacy Policy governing the JTG site may differ significantly from the policies of third party websites. There are risks in using any information, software, or products found on the Internet or in otherwise entering transactions through the Internet. Accordingly, PEHS cautions you to make certain you understand these risks and any applicable policies of third party websites before retrieving, using, relying upon, or purchasing anything, or before otherwise transacting, via the Internet.

LIMITATION OF LIABILITY

WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL PEHS, ITS LICENSORS, ITS SUPPLIERS OR ANY THIRD PARTIES MENTIONED AT JTG BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, ACTUAL, COMPENSATORY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE OR ACCESS THE JTG SITE, THE MATERIALS OR THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY DAMAGES CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OR ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PEHS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

In no event shall the aggregate, total liability of PEHS or its affiliates for damages, injury, losses and causes of action (whether in contract, tort or otherwise) arising from or relating to use of the JTG site exceed the greater of: (a) the amount, if any, paid by you to PEHS in respect of the use of the JTG site or (b) $100.

Because some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, some of the above limitations may not apply to you. In such jurisdictions, PEHS' liability is limited to the greatest extent permitted by law.

INDEMNITY

You agree to defend, indemnify and hold PEHS, its officers, directors, employees, agents, licensors and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, (1) your use of the JTG site, the Materials and/or Content, (2) your violation of these Terms and Conditions, or (3) your infringement of any intellectual property or other right of any person or entity.

EXPORT CONTROL

The United States of America controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Contents (including Software) to countries or persons prohibited under the export control laws. You are responsible for compliance with the laws of their local jurisdiction regarding the import, export, or re-export of the Contents (including Software).

JURISDICTION

You expressly agree and consent to the exercise of personal jurisdiction in the state or federal courts located in St. Louis County, Missouri (USA) in connection with any such dispute including any claim relating to this Agreement or the Site involving you, PEHS or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, and content providers. These Terms and Conditions are governed by the internal substantive laws of the State of Missouri, without respect to its conflict of laws principles. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any of these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

PEHS makes no claims regarding whether or not the Content is appropriate or may be downloaded outside of the United States. Access to the Content (including Software) may not be legal by certain persons or in certain countries. If you access the JTG site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

COMPLETE AGREEMENT

Except as expressly provided in a particular 'legal notice' on the JTG site, these Terms and Conditions constitute the entire agreement between you and PEHS with respect to the use of the JTG site and Content and Materials contained therein. PEHS may change these Terms and Conditions at any time by posting revisions to the JTG site. Your use of the JTG site constitutes acceptance of the provisions of these Terms and Conditions and your continued usage after such changes are posted constitutes acceptance of each revised Terms and Conditions. If you do not agree to these Terms and Conditions Governing Use of JournalToGo(r) & the ClinicalRewardProgram(r), please exit the site immediately.

Revised April 2004