IN ORDER TO ACCEPT THIS LICENSE AGREEMENT, PLEASE PRINT A COPY OF THIS AGREEMENT, SIGN AND DATE IT IN THE SPACES PROVIDED BELOW, AND RETURN IT BY MAIL TO META-XCEED, INC.  

1. Grant of License. Subject to your payment of the license fee provided for in Section 2 below, Meta-Xceed, Inc. (the “Company”) grants to you (either as an individual or entity) a personal, non-assignable, non-transferable, and non-exclusive right to use the object code version of the components of the Company’s Definedoc Software consisting of the Clinical File Management Tools (the “Software”), for a period of one (1) year from the date you accept this Agreement. You understand that the Software will automatically be renewable for successive 1-year terms unless
terminated by either party upon 30 days written notice or in accordance with Section 11. You may install the Software only on the single server that you have identified to the Company. If you are an entity, any number of your employees may access and use the Software, provided they access the Software only from the single authorized server.

2. Delivery of Software. Upon receipt of the license fee of $__________________ and the signed copy of this Agreement from you, the Company will enable you to download the Software from the Company’s web site.

3. License Fee. In consideration for the license granted to you under this Agreement, you agree to pay the Company in full in accordance to the license agreement. Upon receipt from you of the signed copy of this Agreement, the Company will invoice you for the license fee, and you agree that the annual maintenance fee is payable upon 30 days of renewal date. If the invoice remains unpaid after thirty days, the invoice will be subject to a finance charge of 1.5% per month until paid.

4. Copyright. 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 the Company, and you will not acquire any rights to the Software except the license rights expressly granted to you above. You agree not to alter or remove the copyright notice, or any other proprietary notices, which appear on and in the Software.

5. License Restrictions. You may not copy the Software except that you may make one copy for backup purposes. Except to the extent specifically permitted by applicable law, you agree that you will not reverse compile or disassemble the Software in whole or in part, and if you are an entity you will use your best efforts to prevent your employees and contractors from attempting to do so. You may not rent or lease the Software, or assign your right to use the Software. You may not modify or translate the Software.

6. Disclaimer of Warranties on Software. THE SOFTWARE IS LICENSED "AS IS," AND THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT GIVE ANY WARRANTY THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR WITHOUT INTERRUPTION.

7. Limitation on Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, OR OTHER INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE SOFTWARE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COMPANY'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SOFTWARE, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE YOU HAVE PAID THE COMPANY FOR THE SOFTWARE. THE COMPANY’S PRICING REFLECTS THE ALLOCATION OF RISK AND LIMITATIONS ON LIABILITY CONTAINED IN THIS AGREEMENT.

8. Export. You may not download or otherwise export or re-export the Software except in full compliance with all laws and regulations of the United States of America and any other applicable laws and regulations. By accepting this Agreement and downloading the Software, you are agreeing to the foregoing and representing and warranting that you are not located in, under control of, or a national or resident of any country to which export of the Software is restricted by laws of the United States of America or other applicable laws and regulations.

9. Government Use. Use, duplication or disclosure of the Software and related documentation by the U.S. Government is subject to restrictions as set forth in FAR 52.227-19, Commercial Computer Software - Restricted Rights (June 1987) and this Agreement.

10. Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted, and the parties agree that the other provisions of this Agreement shall not be affected and shall continue to be enforced.

11. Termination. Notwithstanding the one-year term of your license, the Company may terminate the license prior to the end of the one-year term if you breach any term or condition of this Agreement.

12. Governing Law; Venue; Attorney Fees. This Agreement will be governed by the laws of the State of California as they are applied to agreements between California residents entered into and to be performed entirely within California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any suit or proceeding arising out of or relating to this Agreement shall be brought only in a court located in Santa Clara County, California.  The prevailing party in any such suit or proceeding shall be awarded its costs and reasonable attorney fees.

13. Entire Agreement. You agree that this Agreement is the entire agreement between you and the Company relating to the subject matter of this Agreement, and it supersedes any prior agreements, representations, or communications, whether written or oral, relating to that subject matter.

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