SECOND OPINION LICENSE AGREEMENT

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS.  CONTINUING TO USE THIS SOFTWARE ACTS AS YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO THEM, RETURN ALL DISKS, DOCUMENTATION AND RELATED EQUIPMENT TO YOUR DEALER OR TO SECOND OPINION TELEMEDICINE SOLUTIONS, INC. (SOTSI).  

LICENSE:  The effective date of this License Agreement (“License”) is the date you (“Licensee”) acquire the Software and it remains in effect until terminated.  Second Opinion Telemedicine Solutions, Inc. (SOTSI) (“Licensor”) reserves all rights not expressly granted in this Agreement, and retains title and ownership of the Software, including all subsequent copies in any media. 

This License permits you to use the specified version of the Software, including but not limited to demonstration copies,  which may include user Documentation provided in “on-line” or electronic form (“Software”).  The term “Documentation” means the most current version of the manuals customarily supplied by SOTSI to end users who license a Product from SOTSI.    If this package is a Multi-user License, you may make and use additional copies of the Software up to the number of licensed copies authorized.  If you have multiple licenses for the Software, then at any time you may have as many copies of the Software in use as you have licenses.  The Software is “in use” on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD ROM, or other storage device) of that computer, except that a copy installed on a network server for the sole purpose of distribution to other computers is not “in use”.  If the anticipated number of users of the Software will exceed the number of applicable licenses, then you must have a reasonable mechanism or process in place to ensure that the number of persons using the Software concurrently does not exceed the number of licenses. 

You may receive the Software in more that one media.  Regardless of the type or size of media you receive, you may use only the media appropriate for your designated computer or network server. 

The Software contains trade secrets, and in order to protect them you may not modify, adapt, translate, reverse engineer, decompile or disassemble the Software.  You agree not to sell, rent, lease, sub-lease, sub-license, or transfer this License to another user except as part of a permanent transfer expressly permitted by this License (see “Transfer of License”).  You may not create derivative works based upon the Software or any part thereof. 

COPYRIGHT:  The Software (including any images, photographs, animations, video, audio, music, and text incorporated into the Software) is protected by United States copyright laws and international treaty provisions.  It is illegal to make copies of the Software except for backup or archival purposes.  It is illegal to give copies to another person, or to duplicate the Software by any means, including electronic transmission, if done for a commercial purpose.  You may not copy the printed materials accompanying the Software, nor print copies of any user Documentation provided in “on-line” or electronic form if done for a commercial purpose. 

CONFIDENTIALITY:  Licensee acknowledges that the Software, Documentation and other information related to and to be related to them by SOTSI in the course of performance of its obligations hereunder constitute and contain confidential trade secrets and proprietary information of SOTSI.  Therefore, Licensee hereby agrees that the information shall be received in strict confidence, shall be used only for purposes of this License, and that no such information shall be disclosed by Licensee, its agents or employees, without the prior written consent of SOTSI, except as may be necessary by reason of legal, accounting or regulatory requirements beyond the reasonable control of Licensee. 

LIMITED WARRANTY: EXCEPT AS PROVIDED BELOW, THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF NON-INFRINGEMENT, WITH ONE EXCEPTION.  SOTSI WARRANTS THAT THE SOFTWARE IS YEAR 2000 COMPLIANT. “YEAR 2000 COMPLIANT” MEANS CAPABLE OF CONSISTENTLY AND ACCURATELY PROCESSING DATA THAT CONTAINS INFORMATION FOR DATES PRIOR TO, AND/OR AFTER JANUARY 1, 2000.  SOTSI MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY. 

This Software is only compatible with certain computers and operating systems.  The Software is not warranted for non-compatible systems.  SOTSI warrants to the Licensee that its Software, if properly installed and operated on a computer for which it is designed, will perform substantially in accordance with the specifications set forth in the Documentation provided with the Software.  If the Software fails to conform substantially to the specifications in the Documentation, and if the nonconformity is reported in writing by you to SOTSI within ninety (90) days from the date that the Software is purchased, SOTSI will either remedy the nonconformity or offer to refund any license fees paid by you upon return of all copies of the Software, Documentation and equipment to SOTSI. 

In the absence of accident, abuse or misapplication, SOTSI warrants to the original Licensee only that the disks or other media on which the Software is recorded are free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of payment as evidenced by a copy of the receipt of purchase.  If a defect occurs during this period, you may return your faulty media to SOTSI, along with a dated proof of purchase, and SOTSI will replace it at its option and free of charge.  The foregoing warranty does not extend to any media that has been altered, misused, or damaged for any reason.  This warranty extends only to you as the original consumer purchaser and is not transferable except as part of a permanent transfer or other use expressly permitted by this License.  Your sole remedy for defective media is replacement. 

SOTSI does not warrant that the operation of this Software will be uninterrupted, error free or meet the user’s specific requirements.  The agents, employees, distributors, and dealers of SOTSI are not authorized to make modifications to this warranty, or additional warranties on behalf of SOTSI.  Accordingly, additional statements such as dealer advertising or presentations, whether oral or written, do not constitute warranties by SOTSI and should not be relied upon. 

Except as otherwise restricted by law, SOTSI’s aggregate liability arising from or relating to your use of the Software, associated Documentation or equipment, or services provided by SOTSI and/or its agents is limited to the total of all payments made by or for you for the Software, Documentation and related equipment.  This warranty gives you specific legal rights.  You may also have other rights that vary from state to state. 

EXPORT LAW: Licensee acknowledges and agrees that the Software may be subject to restrictions and controls imposed by the United States Export Administration Act (“ACT”) and the regulation thereunder.  You agree and certify that the Software is not being nor will be acquired, shipped, transferred and/or re-exported, directly or indirectly, into any country prohibited by the ACT and the regulations thereunder nor will it be used for any purpose prohibited by the same. 

SOTSI can only make the Software available pursuant to a valid export license.  Consequently, SOTSI will refund any fees paid by you if it is unable to obtain an export license to ship the Software to you.  Your sole remedy for SOTSI’s failure to obtain an export license is a refund.  You hereby agree that you will not knowingly, directly or indirectly, without prior written consent, if required, of the Office of Export Licensing of the U.S. Department of Commerce, Washington, DC 20230, download, export, transmit or transfer the Software or materials to any country specified in the Export Administration Regulations issued by the U.S. Department of Commerce to any country to which such transmission is restricted by applicable regulations or statutes. 

U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND: Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013.  Contractor/manufacturer is Second Opinion Telemedicine Solutions, Inc., 3848 Del Amo Blvd #304, Torrance California 90503. 

INDEMNIFICATION: IN NO EVENT WILL SOTSI BE LIABLE FOR ANY LOSS, DAMAGE, OR LIABILITY, INCLUDING ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, OR BUSINESS INTERRUPTION SUFFERED OR INCURRED BY ANY PERSON AS A RESULT OF OR RELATED TO THE USE OF THIS PRODUCT, EVEN IF SOTSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOTSI SHALL NOT BE RESPONSIBLE FOR LOSS OF USE OF THE SOFTWARE, LOSS OF DATA, COSTS OF RECREATING LOST DATA, OR THE COST OF SUBSTITUTE EQUIPMENT OR PROGRAMS SUSTAINED BY THE LICENSEE OR CLAIMS BY ANY PARTY OTHER THAN THE LICENSEE.  You assume complete responsibility for the selection of the Software to achieve your intended results and for the installation, use, and results obtained from the Software.  You agree to be responsible for any and all losses and damages arising out of or incurred in connection with this Software.  You agree to defend, indemnify and hold Licensor, its agents, employees, distributors, and dealers, harmless from any such loss or damage (including attorney’s fees). 

THIS SOFTWARE MAY TRANSMIT IMAGES USING COMPRESSION TECHNOLOGY WHICH MAY RESULT IN SOME DEGREE OF IMAGE DATA LOSS.  THEREFORE, THIS SOFTWARE SHOULD NOT BE USED AS A DIAGNOSTIC TOOL. 

GOVERNING LAW: This Agreement shall be interpreted, construed, and enforced according to the laws of the State of California and the United States.  In the event of any action under the License, a suit may be brought only in a court of competent jurisdiction in California, and Licensee submits itself to the jurisdiction of the California Superior Court and United States District Court for the Central District of California.  All judicial actions and arbitration proceedings shall be conducted only in, and each party consents to exclusive venue in, Los Angeles County, California.  No action or proceeding based on this License or arising out of its performance or breach shall be instituted by Licensee more than one year after the cause of action has accrued.  Licensee waives the benefit of any statute of limitations which specifies a period longer than one year for filing an action.  In case legal action is taken by either party to enforce this License, all costs and expenses, including reasonable attorney’s fees, incurred by the prevailing party in exercising any of its rights or remedies or in enforcing any of its terms or provisions shall be paid by the other party.  SOTSI may terminate this License if Licensee breaches this Agreement. 

ENTIRE AGREEMENT: This License constitutes the entire License and understanding between you and SOTSI and may be modified only in writing signed by both parties.  NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS LICENSE OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THE REPRESENTATIONS OR PROMISES OF THIS LICENSE.  All previous representations and agreements, either verbal or written, referring to the subject of the License are void.  If any part of this License is deemed by a court of competent jurisdiction to be invalid, void or unenforceable, that part shall be construed, limited, modified or, if necessary, severed to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this License shall remain unaffected.  No decision, action or inaction by SOTSI shall be construed to be a waiver of any rights or remedies available to it. 

UPDATES:  SOTSI from time to time updates its software for registered users.  If you are not registered you may not receive an update.  In the event you do receive an update, you agree to replace this Software with the updated version and acknowledge that the update will be governed by the terms of this License. 

TRANSFER OF LICENSE: You may transfer this License to another person only if the Transferee agrees to be bound by this License.  You must transfer all copies of the Software, Documentation and appropriate equipment, including all copies or adaptations that you have made. 

TERMINATION:  IF YOU FAIL TO COMPLY WITH ANY TERMS OF THIS LICENSE AGREEMENT, YOUR LICENSE IS AUTOMATICALLY TERMINATED.  In the event that Licensee defaults in the performance of any of its duties or obligations hereunder, which default shall not be substantially cured within five (5) business days after written notice is given to Licensee specifying the default or take any action with respect to the Software which is prohibited hereby, then SOTSI may, by giving written notice thereof to Licensee, terminate the License granted herein.  In the event of the termination of the License, Licensee shall return to SOTSI all copies of the Software and related Documentation and equipment in its possession and certify that all existing copies of the Software and related Documentation and equipment have been returned.  Termination of the License shall terminate all of Licensee’s rights granted hereunder, and Licensee shall cease immediately to use the Software.  All restrictions prohibiting the use of the Software and intellectual property provisions relating to Software running to the benefit of SOTSI will survive termination of the License pursuant hereto.