MedicMate EULA

For you information, below are the terms of our EULA that governs use of all MedicMate Ltd Software.

------ END USER LICENCE AGREEMENT (“EULA” or “Agreement”) ------

BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT, PLEASE DESIST FROM THIS INSTALLATION AND DELETE ALL INSTALLATION FILES AND RETURN ALL ITEMS (INCLUDING WRITTEN MATERIALS AND BINDERS OR OTHER MATERIALS) TO THE PLACE FROM WHICH YOU OBTAINED THEM WITHIN 14 DAYS OF PURCHASE FOR A FULL REFUND.

SOFTWARE LICENCE

1. GRANT OF LICENCE.

In consideration of you agreeing to abide by the terms of this EULA, MedicMate Limited (“MedicMate Ltd” or “we” or “us) hereby grants to You a non-exclusive, non-transferable licence to use a copy of the enclosed software programme (the “Software”) and associated documentation (the “Documentation”) on the terms of this EULA.

You may use one copy of the Software on a single handheld computer (i.e. with a single CPU at a single location). If you wish to put the Software on other handheld computers, you must purchase the same number of copies of Software as handheld computers that use the Software.

2. COPYRIGHT.

The Software is owned by MedicMate Ltd or its suppliers and is protected by United Kingdom copyright laws and international treaty provisions. You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to MedicMate, that rights in the Software are licensed (not sold) to You, and that You have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this EULA. You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.

3. OTHER RESTRICTIONS.

You may not rent or lease the Software, but you may transfer the Software and accompanying written materials on a permanent basis provided you retain no copies and the recipient agrees to the terms of this Agreement. Additionally, except as expressly set out in this EULA or as permitted by any local law, You undertake:

(a) not to copy the Software or Documentation except where such copying is necessary for the purpose of back-up or operational security;

(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;

(c) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other software;

(d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another piece of software, and provided that the information obtained by you during such activities:

(e) is not used to create any software which is substantially similar to the Software; and

(f) to keep all copies of the Software secure;

4. LIMITED WARRANTY.

4.1 MedicMate Ltd warrants that:

(a) the medium on which the Software is stored and distributed is at the time it is supplied, and will be for the period of 90 days thereafter (“warranty period”), free from defects in design, material and workmanship under normal use. If a defect in the medium occurs during the warranty period, MedicMate Ltd will replace it free of charge if you return it to MedicMate Ltd with proof of purchase and (so far as you are able) a documented example of such defect or error; and

(b) during the Warranty Period, the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation, and the Documentation correctly describes the operation of the Software in all material respects;

4.2 You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

4.3 You acknowledge that the Software may not be free of errors or bugs and you agree that the existence of any minor errors shall not constitute a breach of this EULA.

4.4 If, within the warranty period, you notify MedicMate Ltd in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended the Software or used it in contravention of the terms of this EULA, MedicMate Ltd will, at its sole option, repair or replace the Software, provided that you make available all the information that may be necessary to assist MedicMate Ltd in resolving the defect or fault, including sufficient information to enable MedicMate Ltd to recreate the defect or fault.

5. MEDICMATE LTD LIABILITY

5.1 Nothing in this EULA shall exclude or in any way limit MedicMate Ltd’s liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent the same may not be excluded or limited as a matter of law.

5.2 Subject to clause 5.1, MedicMate Ltd shall not be liable under or in connection with this EULA or any collateral contract for any:

(a) loss of income;

(b) loss of business profits or contracts;

(d) loss of the use of money or anticipated savings;

(e) loss of information;

(f) loss of opportunity, goodwill or reputation;

(g) loss of, damage to or corruption of data; or

(h) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

5.3 Subject to clauses 5.1 and 5.2, MedicMate Ltd’s maximum aggregate liability under or in connection with this EULA, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the licence fee paid for the Software.

5.4 This EULA sets out the full extent of MedicMate Ltd’s obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on MedicMate Ltd except as specifically stated in this EULA. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into or incorporated in this EULA, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

6. TERMINATION

6.1 MedicMate Ltd may terminate this EULA immediately on written notice to you if:

(a) you commit a material or persistent breach of EULA which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so;

(b) a petition for a bankruptcy order to be made against you has been presented to the court; or

(c) you (being a company) become insolvent or unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986), enter into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), pass a resolution for your winding-up, have a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of your assets, make any composition or arrangement with your creditors or take or suffer any similar action in consequence of your debt, or become unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986).

6.2 Upon termination for any reason:

(a) all rights granted to you under this EULA shall cease;

(b) you must cease all activities authorised by this EULA; and

(c) you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to MedicMate Ltd (at MedicMate Ltd’s option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.

7. TRANSFER OF RIGHTS AND OBLIGATIONS

7.1 This EULA is binding on you and us and on our respective successors and assigns.

7.2 You may not transfer, assign, charge or otherwise dispose of this EULA, or any of your rights or obligations arising under it, without our prior written consent.

7.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this EULA, or any of our rights or obligations arising under it, at any time during the term of the EULA.

8. WAIVER

8.1 If we fail, at any time during the term of this EULA, to insist upon strict performance of any of your obligations under this EULA, or if we fail to exercise any of the rights or remedies to which we are entitled under this EULA, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

8.2 A waiver by us of any default shall not constitute a waiver of any subsequent default

8.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

9. SEVERABILITY

If any of the terms of this EULA are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

10. ENTIRE AGREEMENT

10.1 This EULA and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

10.2 We each acknowledge that, in entering into this EULA, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into this EULA except as expressly stated in this EULA.

10.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this EULA (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.

11. LAW AND JURISDICTION

This EULA is governed by English law. Any dispute arising from, or related to, any term of this EULA shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.