1. General

1.1 This agreement governs your use of the eMedic Editor software product ("Software"). The Software is owned and copyrighted by Iterum, LLC ("Iterum"). This license confers no title or ownership in the Software and should not be construed as a sale of any right in the Software.

1.2 Iterum reserves the right, in its discretion, to change or modify all or any part of this Agreement at any time, effective immediately upon notice published on eMedic.com. Your continued use of the Software constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by Iterum as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately cease all use of the Software.

1.3 Iterum grants you a license to use one copy of Software on any one computer for as many licenses as you purchase. "Software" means the executable computer program, the medical data, and all related files that are distributed with the eMedic Editor computer program. "You" means the company, entity, or individual whose funds are used to pay the license fee. "Use" means storing, loading, installing, executing, or displaying the Software. You may not modify the Software. This license is not transferable to any other company, entity, or individual.

2. Distribution of Data

2.1 You acknowledge that the Software includes medical information comprised of algorithms, images, text, and other material (collectively, the "Content") that are protected by copyright, trademark or other proprietary rights of Iterum or third parties. All Content within the Software is copyrighted as a collective work of Iterum pursuant to applicable copyright law.

2.2 You may distribute the Content only if: (a) the Content is supplied in a file that is generated using the Export command in Software, (b) the receiver of the Content owns MobileEMS, PalmEMS or eMedic and adheres to the license agreement supplied with that software, and (c) the Content is provided free of charge. Iterum continues to own copyright to the distributed Content.

4. Copyright

The Software is protected by United States copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of Iterum and you will not acquire any rights to the Software except as expressly set forth in this license.

5. Unauthorized Use

You may not use, copy, rent, lease, sell, modify, decompile, disassemble, otherwise reverse engineer, or transfer the Software except as provided in this agreement. Any such unauthorized use shall result in immediate and automatic termination of this license.

6. Limited Warranty

THIS SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. ITERUM DISCLAIMS ALL WARRANTIES RELATING TO THIS SOFTWARE, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ITERUM, LLC NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS SOFTWARE SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE, EVEN IF ITERUM, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. THE PERSON USING THE SOFTWARE BEARS ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE.

SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT THAT LIABILITY IS BY LAW INCAPABLE OF EXCLUSION OR RESTRICTION.

IN NO EVENT SHALL ANY THEORY OF LIABILITY EXCEED THE LICENSE FEE PAID TO ITERUM, LLC.

7. Severability

In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this license.

8. Governing Law

This agreement shall be governed by the laws of the state of Utah, USA and shall inure to the benefit of Iterum, LLC and any successors, administrators, heirs, and assigns. Any action or proceeding brought by either party against the other arising out of or related to this agreement shall be brought only in a court in Utah.

9. Entire Agreement

This is the entire agreement between you and Iterum which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.