H2-O2 MEDICAL RESIDENT SCHEDULING TOOL TERMS OF SERVICE THE SOFTWARE H2-O2, a California company ("H2-O2") has created a proprietary server-based program called MedRez.net Medical Resident Scheduling Tool ("Software"). AUTHORIZED USERS Access to the Software is obtained by requesting a Free Trial or purchasing an access plan ("Plan"). Access to the program is granted solely to the staff of the residency program or specialty that has purchased a Plan. They are the "Authorized Users". It is strictly forbidden to share login credentials between different residency programs, including different programs within the same institution. By accessing or using the Software, you represent and warrant that you are an Authorized User and that you agree to these terms and conditions. You are responsible for maintaining the security of your account. H2-O2 will not be responsible for any acts or omissions by you, including and sharing of login credentials that are not authorized by these TERMS OF SERVICE. RIGHT TO USE H2-O2 grants to you, on these terms and conditions, the non-exclusive right to use the Software. In the event of a conflict between these terms and conditions and the terms of your online order or registration form, purchase order, written agreement or other evidence of purchase, the purchase order, written agreement or other evidence of purchase will control. RESTRICTIONS No Publication. Except as otherwise specifically set forth in these terms and conditions, you may not distribute, disclose, display, transmit, publish, resell, sublicense or otherwise transfer any part of the Software or its associated documentation, nor allow the distribution, disclosure, display, transmission, publication, resale, sublicense or transfer of any part of the Software or its documentation, to any person or entity. No Modifications or Derivative Works. You may not make any changes or modifications in the Software, nor may you create derivative works of the Software or its associated documentation. You may not decompile, disassemble, decrypt, extract or otherwise reverse engineer the Software. You may not remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by H2-O2 in or on the Software, media or documentation. No Unlawful Use. You may not use the Software in any unlawful manner or for any unlawful purpose. You may not export or re-export any portion of the Software except in full compliance with all United States laws and regulations, these terms and conditions and, if applicable, the associated written agreement. TERMINATION IF YOU BREACH ANY PROVISION OF THESE TERMS AND CONDITIONS OR FAIL TO MAKE ANY REQUIRED PAYMENT TO H2-O2, IN ADDITION TO ANY RIGHTS OR REMEDIES H2-O2 MAY HAVE, H2-O2 MAY REVOKE YOUR AUTHORITY TO USE THE SOFTWARE WITHOUT PRIOR NOTICE TO YOU. SUPPORT H2-O2 will respond to your requests for technical support from the date you gain access to the Software to the last End Date of the Plans purchased. To reach H2-O2 customer support services, please call 800-505-4512 from the United States or contact H2-O2 by e-mail at support@medrez.net. A valid Customer ID is required for support. We provide telephone support Monday through Friday, 9 a.m. to 5 p.m. West Coast time, but not on national holidays. Immediate access to a live person during these hours is not guaranteed. We generally respond to voice mail messages and e-mails within one business day. Support is provided on a "best-efforts" basis. In order to receive support, you must at all times be current in payments. You acknowledge that the Software is inherently complex, that not all errors will be identifiable or be corrected and that the time it might take to correct errors may not be commercially reasonable. H2-O2 provides support on a "best efforts" basis only and does not represent or warrant that it will be able to resolve every technical support request. PUBLICITY You grant H2-O2 the right to include your institution's name along with your department or specialty as a customer on H2-O2's website and other advertising and promotional materials. Within thirty business days after your written request, H2-O2 will remove your company's name from the H2-O2 website and will cease to include the name in H2-O2's other advertising and promotional materials. COPYRIGHTS You acknowledge that the Software and its documentation are protected by copyright and other laws and that H2-O2 is the sole owner of all rights in and to the Software and its documentation. You have no rights in the Software or its documentation except as set forth in these terms and conditions and in any other written agreement you may have with H2-O2. ACCURACY H2-O2 does not warrant the accuracy of the Software. H2-O2 delivers the Software on an "as is" basis. Any reliance upon the Software is at your own risk. H2-O2 is not responsible for errors, inaccuracies or omissions in the Software, nor for any consequence of your use of or reliance upon the Software. NO OTHER WARRANTIES THE EXPRESS WARRANTIES SET FORTH IN THESE TERMS AND CONDITIONS AND IN YOUR ONLINE ORDER OR REGISTRATION FORM, PURCHASE ORDER, WRITTEN AGREEMENT OR OTHER EVIDENCE OF PURCHASE ARE THE ONLY REPRESENTATIONS AND WARRANTIES THAT H2-O2 MAKES WITH RESPECT TO YOUR PURCHASE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, H2-O2 DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL H2-O2 BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST INFORMATION, LOST SAVINGS, LOST PROFITS OR BUSINESS INTERRUPTION), EVEN IF H2-O2 HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL H2-O2 BE LIABLE FOR DAMAGES IN CONTRACT, TORT OR OTHERWISE IN EXCESS OF THE AMOUNTS RECEIVED BY H2-O2 FOR THE DEFECTIVE SOFTWARE. IN NO EVENT MAY YOU BRING AN ACTION AGAINST H2-O2 MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION ARISES. MISCELLANEOUS Changes to the Software. H2-O2 reserves the right to alter the Software without prior notice to you. Uptime. H2-O2 does not guarantee any minimum uptime for the server. Temporary loss of access due to H2-O2's fault or outside forces will not be compensated in any manner. Life of data. After a Plan's End Date all data created on that Plan is subject to deletion by H2-O2. H2-O2 access. H2-O2 reserves the right to access and view your account without prior notice to you. No Transfer of Rights. You may not transfer the rights granted under this Agreement to any other person or entity. Entire Agreement; Amendments. These terms and conditions together with your online order or registration form, purchase order, written agreement or other evidence of purchase constitutes the entire understanding between the parties relating to the Software. This Agreement may not be amended or changed except in writing signed by you and H2-O2. Waivers. No delay or failure to exercise any right or remedy provided for in this Agreement will be deemed to be a waiver. Severability. If any provision of this Agreement is held invalid or unenforceable, for any reason, by any arbitrator, court or governmental agency, department, body or tribunal, the remaining provisions will remain in effect. Governing Law. This Agreement will be governed by and construed in accordance with the laws of California, U.S.A.. Jurisdiction. Any party bringing a legal action or proceeding against the other party arising out of or relating to this Agreement or the transactions it contemplates shall bring the legal action or proceeding in either the United States District Court for the CALIFORNIA CENTRAL District or in any court of the State of California sitting in Los Angeles, CA, U.S.A. Each party consents to the exclusive jurisdiction of such courts in any such action or proceeding. FURTHER INFORMATION For further Information about H2-O2's TERMS OF SERVICE, policies or products, contact H2-O2 at: Address: P.O Box 740, Artesia, California 90702. Tel: 800.505.4512 (in the US) E-mail: support@medrez.net Web: http://www.h2-o2.com