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Copyright and Software Licensing

Copyright Notice.

Copyright © TOS Systems Inc. 2001-2010. All rights reserved. None of the materials provided on this web site may be used, reproduced or transmitted, in whole or in part, in any form or by any means, electronic or mechanical, including photocopying, recording or the use of any information storage and retrieval system without permission in writing from the publisher.

Terms of Service and Licensing Agreement for any of our products.

READ THE TERMS OF THE FOLLOWING TERMS OF SERVICE AND SOFTWARE LICENSE AGREEMENT CAREFULLY. BY INSTALLING OR USING ANY PART OF OUR SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE AND THE SOFTWARE LICENSE AGREEMENT.

1. Service Description; Acceptance of Terms Through Use

TOS System's Software ("SOFTWARE") is being provided to you, the Customer and end-user ("YOU"), by TOS Systems Inc. ("TOSSYSTEMS"). The SOFTWARE is HIPAA (Health Insurance Portability and Accountability Act of 1996) compliant, runs in YOUR office, and may access patient or customer data on YOUR computer under YOUR control and on YOUR behalf.

The SOFTWARE is a Windows-based program that will run on all recent versions of the Windows operating system including Windows 95, 98, Me, NT, 2000, XP and Vista. YOU must separately have an Internet access service before YOU can use the SOFTWARE. YOU download the software to YOUR computer from a website managed by TOSSYSTEMS. The SOFTWARE may communicate with TOSSYSTEM's web servers to securely (via SSL) transmit encrypted, compressed data files to allow TOSSYSTEMS to fulfill services for YOU.

As required by the Privacy Rule, 45 CFR Parts 160 and 164, of HIPAA, TOSSYSTEMS has developed a Business Associate Agreement that shall be made available to YOU upon request.

By using the SOFTWARE, YOU agree to all terms, conditions, and notices contained or referenced herein (the "Terms of Service"). If YOU do not agree to the Terms of Service please do not use the SOFTWARE. TOSSYSTEMS reserves the right, at its discretion, to update or revise the Terms of Service/Software License Agreement without notice. Please check this Terms of Service/Software License Agreement periodically for changes. YOUR continued use of the SOFTWARE following the posting of any changes to the Terms of Service/Software License Agreement constitutes acceptance of such changes.

2. Acceptable Use Policy

YOU agree:

(a) Not to use the SOFTWARE for any unlawful or improper purpose;

(b) That YOU are entitled to contract without the consent of another person;

(c) To indemnify and hold harmless TOSSYSTEMS, its officers, employees and business partners, from any claims arising from YOUR use of the SOFTWARE;

(d) To review any Terms of Service/Software License Agreement updates TOSSYSTEMS provides. YOUR continued use of the SOFTWARE shall be construed as YOUR acceptance of the updated Terms of Service/Software License Agreement terms;

(e) To provide to TOSSYSTEMS, YOUR accurate and truthful registration information;

(f) Not to assign, or otherwise transfer, these Terms of Service/Software License Agreement or YOUR rights under it, or delegate YOUR obligations. Any attempt to do so is void;

(g) That YOU are responsible for the results obtained from the use of the SOFTWARE;

(h) To comply with all applicable laws, regulations, or conventions, including those related to data privacy, international communications, and exportation of technical or personal data;

3. License

Upon YOUR acceptance of this Agreement and subject to the terms hereof, TOSSYSTEMS grants to YOU a limited, non-exclusive, non-assignable and non-transferable license to use the SOFTWARE in executable code form only and documentation and any error corrections, updates and supplements thereto provided to YOU by TOSSYTEMS. YOU may make and install copies of the SOFTWARE on an unlimited number of computers within the same office.

4. Restrictions

YOU may not distribute copies of the SOFTWARE. YOU may not decompile, reverse engineer, disassemble, or otherwise reduce the SOFTWARE to a human-perceivable form. YOU may not modify, sell, rent, transfer, resell for profit, distribute or create derivative works based upon the SOFTWARE or any part thereof. YOU will not export or reexport, directly or indirectly, the SOFTWARE into any country prohibited by the United States Export Administration Act and the regulations thereunder.

5. Ownership

The foregoing license gives YOU limited rights to use the SOFTWARE. YOU do not become the owner of, and TOSSYSTEMS retains title to, the SOFTWARE, and all copies thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by TOSSYSTEMS.

6. Disclaimer of warranties and of technical support

The SOFTWARE is provided to YOU on an "AS IS" basis, without any warranty of any kind from TOSSYTEMS including, without limitation, a warranty of merchantability, fitness for a particular purpose and non-infringement. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE. These limitations or exclusions of warranties and liability do not affect or prejudice the statutory rights of a consumer; i.e., a person acquiring goods otherwise than in the course of a business.

7. Limitation of damages

TOSSYSTEMS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF TOSSYSTEMS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. The limited warranty, exclusive remedies and limited liability set forth above are fundamental elements of the basis of the bargain between TOSSYSTENS and YOU. YOU agree that TOSSYSTEMS would not be able to provide the SOFTWARE on an economic basis without such limitations.

8. Government end users (USA only)

RESTRICTED RIGHTS LEGEND The SOFTWARE is "Restricted Computer Software." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable. Manufacturer: TOS Systems, Inc., 210 Washington Ave. Extension, Albany, NY 12203.

9. General

This Agreement shall be governed by the internal laws of the State of New York. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. All questions concerning this Agreement shall be directed to: TOS Systems, Inc., 210 Washington Ave. Extension, Albany, NY 12203, Attention: General Counsel.