End User Licence Agreement for the MediFlags Medication Management Program

IMPORTANT: READ CAREFULLY PRIOR TO ANY INSTALLATION OR USE OF THE SOFTWARE

You, being the person or entity identified as the purchaser of certain software ("Software") identified in the attached Schedule 1, and having provided your name and address to Medscope Pty Ltd ABN 35 124 460 840 ("Medscope"), are in possession of the Software.

The Software is owned by Medscope or its licensors and is protected by copyright laws and international copyright treaties as well as other intellectual property laws and treaties. The Software is for your own use only. The onward sale or transfer of the rights granted hereunder is STRICTLY PROHIBITED. The Software is licensed not sold.

Medscope IS WILLING TO LICENCE THE SOFTWARE TO YOU UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENCE. YOU WERE ADVISED AT THE TIME THAT THE SOFTWARE WAS PROVIDED TO YOU THAT ANY USE BY YOU OF THE SOFTWARE WOULD BE REGULATED BY THE TERMS AND CONDITIONS OF THIS AGREEMENT ("AGREEMENT").

ACCEPTANCE

If you agree with and accept the terms and conditions of this Agreement it shall become a legally binding agreement between you and Medscope and you may proceed to install and use the Software in accordance with the terms and conditions of the Agreement.

REJECTION

If you do not agree with or do not wish to be bound by the terms and conditions of this Agreement you may NOT install or use the Software and should promptly return the Software to the person who provided it to you to claim a full refund.

TERMS AND CONDITIONS

1. Software Licence Grant

Medscope hereby grants to you, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable, worldwide licence under Medscope.s intellectual property, to:

(i) use and copy (subject to the provisions of Clause 2) the Software identified in Schedule 1 Part A;

(ii) use and copy (subject to the provisions of Clause 2) the Software identified in Schedule 1 Part B; and

(ii) use the Documentation identified in Schedule 1 Part C.

2. Restrictions on Use of the Software

Except for the making of one additional copy of the Software for backup purposes only, copying of the Software by you is limited to the extent necessary for use of the Software by you on two (2) computers, or where you have purchased multiple licences for use of the Software, use on as many computers as are licensed to run concurrently.

Use of the Software is limited to a period of twelve (12) months commencing on the date you accept the terms and conditions of this Agreement.  The licences granted in Clause 1 shall expire at the end of the twelve (12) month period where a time limited license is purchased or until cessation of the use by you of the product where an unlimited time license is purchased.

Except to the extent that such activity is permitted by applicable law, you shall not reverse engineer, decompile or disassemble any of the Software identified in Schedule 1 Part A. If the Software was provided to you in Europe, you shall not reverse engineer, decompile or disassemble any of the Software identified in Schedule 1 Part A for the purposes of error correction.

You shall not remove from the Software any copyright notice or other notice incorporated by Medscope to protect Medscope.s or its licensor's intellectual property therein and shall ensure that any such notice is reproduced in any copies of the whole or any part of the Software made by you.

3. Confidential Information

For the purposes of the Agreement, "Confidential Information" means the Software (and any trade secrets and know-how embodied therein), other technical information disclosed by Medscope to you (including without limitation any information specified in an applicable Schedule), and the terms of this Agreement.

You agree that you will not disclose the Confidential Information to any person except to those of your employees who need access to the information to facilitate your authorised use of the Software. You agree that you will not use the Confidential Information except as expressly permitted in this Agreement. Specifically, you shall not use any Confidential Information for the development of any product for commercial distribution. You will take all reasonable measures to maintain the confidentiality of all Confidential Information in its possession or control, which will in no event be less than the measures you use to maintain the confidentiality of your own information of equal importance.

Confidential Information will not include information that (a) is in or enters the public domain without breach of this Agreement; (b) you rightfully receive from a third party without restriction on use or disclosure; or (c) you develop independently, which you can prove with written evidence.

4. Ownership and Title to the Software and Documentation

You acknowledge that you acquire no rights to the Software other than as expressly provided by this Agreement. All right, title, and interest in and to the Software and Documentation shall remain vested in Medscope or its licensors.

5. Restrictions on Transfer of Licensed Rights

THE RIGHTS GRANTED TO YOU UNDER THIS AGREEMENT MAY NOT BE ASSIGNED, SUBLICENSED OR OTHERWISE TRANSFERRED BY YOU TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF Medscope. YOU SHALL NOT RENT OR LEASE THE SOFTWARE.

6. Exclusion of Warranty

THE SOFTWARE IS LICENSED "AS IS". Medscope EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Medscope BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE WHETHER BASED ON A CLAIM UNDER CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF Medscope WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Medscope does not seek to limit or exclude liability for death or personal injury arising from Medscope.s negligence and because some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages the above limitation relating to liability for consequential damages may not apply to you.

8. Term and termination

This Agreement shall remain in force until the earlier of termination by you or Medscope or expiration of the period ending: twelve (12) months from the date you accept the terms and conditions of this Agreement or when you have completed the allowable number of reports in the version of the software you have purchased, whichever occurs soonest.

Without prejudice to any of its other rights, if you are in breach of any of the terms and conditions of this Agreement then Medscope may terminate the Agreement immediately upon giving written notice to you.

You may terminate this Agreement at any time.

Upon expiration or termination of this Agreement by you or by Medscope, you shall stop using the Software.

The provisions of Clauses 3, 8, 9 and 10 shall survive termination of the Agreement.

9. General

This Agreement is governed by Australian Law.

.MediFlags. and .Medscope are registered Trademarks of Medscope.

This is the only agreement between you and Medscope relating to the Software and it may only be modified by written agreement between you and Medscope. This Agreement may not be modified by purchase orders, advertising or other representation by any person.

If any Clause in this Agreement is held by a court of law to be illegal or unenforceable the remaining provisions of the Agreement shall not be affected thereby.

The failure by Medscope to enforce any of the provisions of this Agreement, unless waived in writing, shall not constitute a waiver of Medscope.s rights to enforce such provision or any other provision of the Agreement in the future.

Medscope may from time to time store some of your customer data such as email communications on a secure computer server located outside the territory of Australia. By entering into this Agreement you expressly give your consent to this taking place. Such data will at all times remain subject to Medscope.s Privacy Policy and backup copies will be kept at Medscope.s office. You may request a copy of the Privacy Policy by writing to Medscope, PO Box 240, Rundle Mall, South Australia 5000 or by emailing support@medscope.com.au

Use, copying or disclosure of data is subject to the restrictions by the US Government set out in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software, Restricted Rights at 48 C.F.R. 52.227-19, as applicable.

Schedule 1.

MEDIFLAGS Medication Management Program
(Including MediFlags Premium, MediFlags Standard Plus, MediFlags Standard, MediFlags trial versions).

(A) Part A (Object code)

All object code embodied in the MediFlags Medication Review Software Program

(B) Part B (Source Code)

All source code embodied in the MediFlags Medication Review Software Program including but not limited to:
Medication Mgt.mde
Medication Mdt Data.mdb
Updates.mdb
Medication Replication Manager.mde

(C) Part C (Documentation)

Install Instructions.pdf
Instructions.pdf (help)
Various QuickTips (as modified, added or deleted from time to time)
Residentprofile.pdf
HMR data form.pdf
QuickStart Guide.pdf