License Agreement

Logical Images, Inc. ("LI"), located at 3445 Winton Place, Suite 240, Rochester, New York 14623, hereby grants the Customer listed below on the Customer License Profile ("Customer") and Customer accepts a non-exclusive, non-transferable, license to use the Licensed Programs, which will be hosted for Customer at LI’s hosting facility.

“Licensed Programs” means the software listed on the Customer License Profile and all updates, enhancements and any accompanying documentation made available by LI to Customer, subject to the terms and conditions set forth herein. “Maximum Number of Concurrent Users” as set forth on the Customer License Profile is the maximum number of individuals permitted to enter VisualDx at one time using the Licensed Programs.

Customer accepts the license to use the Licensed Programs and agrees to the terms and conditions set forth on pages 3-5 hereto.

CUSTOMER LICENSE PROFILE
Customer Name: / CAUL Member (DEFINE)
Mailing Address: / ADD
City, State/Province, Postal Code: / ADD
Licensed Program: / VisualDx Enterprise Edition
Description of Licensed Users: / Current members of the faculty and other staff of the Customer (whether on a permanent, temporary, contract or visiting basis) and individuals who are currently studying at the Customer, who are permitted to access the Secure Network from within the Library Premises or from such other places where Authorized Users work or study (including but not limited to Authorized Users’ offices and homes, halls of residence and student dormitories) either through an authenticated proxy server or for those who have been issued by the Licensee with a password or other authentication together with other persons who are permitted to use the Customer’s library or information service and access the Secure Network but only from computer terminals within the Library Premises.
Maximum Number of Concurrent Users: / N/A – Unlimited access to authorized users via IP-controlled authentication
License Fee: / ADD
Maintenance Fee: / Included
Prepaid Training Fee: / Included
Effective Date: / ADD
License Term: / 12 months
License Provisions: / -  ADD PRICE
Support: / Installation, technical and end user support by telephone (800-357-7611) and email (); Monday through Friday, 8:30 AM to 4:30 PM Eastern Time, excluding holidays, for the duration of the license term and fee set forth above. Local technical, training, and educational support will be provided through iGroup as per the terms of the Logical Images and iGroup business agreement.
Publicity: / ADD if appropriate.

Unless terminated in accordance with the Terms and Conditions, this License shall be in effect until the License Term set forth above. At least 60 (sixty) days prior to the end of the License Term and any renewal term thereof, LI will provide Customer with a Renewal Notice setting forth the fees that will be in effect for the subsequent term and the duration of such term. Unless Customer responds to LI within 30 (thirty) days of the date of the Renewal Notice that Customer does not intend to renew this License, this License shall renew with all terms and conditions continuing in full force and effect, as modified only by the terms of the Renewal Notice.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Effective Date set forth above.

LOGICAL IMAGES, INC. / CUSTOMER
Signature of Authorized Representative / Signature of Authorized Representative
Monica Taddeo
Print Name / Print Name
V.P. of Finance, Logical Images / Associate University Librarian
Print Title / Print Title
Date / Date

TERMS AND CONDITIONS

These Terms and Conditions of Software License are made and entered into by and between the Customer set forth on the Cover Sheet hereto, and Logical Images, Inc. ("LI"). Customer’s use of the Software indicates its acceptance of this license agreement and warranty. LI is entitled to enforce specific rights as provided herein and such other rights and obligations herein as necessary to protect LI's interests in the VisualDx Software (the "SOFTWARE").

1. GRANT OF LICENSE. LI grants to Customer a non-exclusive, non-transferable license to install, access and use the SOFTWARE for Customer's own internal use. The number of users and computers that are allowed to access the SOFTWARE is specified on the Cover Sheet hereto. SOFTWARE licensed to an individual may not be shared among others and cannot be installed at group or shared institutional sites. LI will provide PC-based installations of VisualDx (via DVD) to customers only at their request, including ASP accounts, as backup in the event of power, internet or server failure.

2. LICENSE RESTRICTIONS.

(a) Customer may not use, license, copy, modify, sell or transfer the SOFTWARE or any copy or any accompanying documentation in whole or in part, except as expressly provided in this license. Customer may not reverse engineer, decompile, or disassemble the SOFTWARE. All rights not expressly granted are reserved by LI, including, without limitation, modification rights, translation rights, and rental rights and rights to source code. The photographs and text may not be copied, reproduced, distributed, sold, or put to any other commercial or public use, without the prior written consent of LI. LI shall retain title to the SOFTWARE. Customer will not remove, modify, or obscure any copyright, trademark, patent or other intellectual property notices included on the SOFTWARE.

(b) LI reserves all rights not expressly granted including, without limitation, modification rights, translation rights, and rental rights. LI expressly reserves its exclusive right under applicable copyright, patent, and trademark laws to distribute copies of SOFTWARE by any means. Customer acknowledges that LI (and/or its suppliers, if applicable) shall retain all copyright, patent, moral, trademark, title and other proprietary and intellectual property in the SOFTWARE.

3. WARRANTY AND CUSTOMER REMEDIES.

(a) THIS SOFTWARE AND THE ACCOMPANYING FILES ARE LICENSED "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED.

(b) LI's entire liability and Customer's exclusive remedy shall be, at LI's option, either (i) return of the price paid or (ii) replacement of the SOFTWARE that is returned to LI.

(c) The LI warrants that it is not aware that the SOFTWARE infringes the intellectual property rights of another party. LI DISCLAIMS ALL OTHER

WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS.

4. MAINTENANCE; UPDATES. Any maintenance or updates provided by LI shall be covered by this Agreement. If an update of the Software is provided to Customer, use of a previous version or copy of the Software is prohibited and, all copies of the prior version must be destroyed.

5. TERMINATION. LI may terminate this Agreement at any time in the event that Customer fails to comply with the terms of this Agreement or if Customer fails to pay to LI any amounts due to LI under this license or otherwise. From and after termination Customer shall erase or destroy all copies of the SOFTWARE, and erase from all hard drives and backup media. Termination of this license shall be in addition to and not in lieu of any legal or equitable remedies available to LI.

6. INDEMNIFICATION.

(a) Subject to the terms and restrictions of the License, LI agrees to indemnify and hold harmless Customer against any damages finally awarded against Customer based on a claim that the Software knowingly infringes the intellectual property rights of a third party, provided that Customer gives LI prompt written notice of such action, cooperates with LI in the defense of such action, and gives LI sole control of the defense of such action and the right to settle it. If such an action is brought against Customer or LI, LI shall have the right, at its option, to procure the right for Customer to continue to use the Software, replace or modify the Software so that it is not infringing, or refund to Customer the portion of the license fee representing the portion of the Software that is or may be infringing.

(b) Customer agrees to indemnify and hold harmless LI against any damages finally awarded against LI for any claim based on any other use of the Software by Customer, provided that LI gives Customer prompt written notice of such action, cooperates with Customer in the defense of such action, and gives Customer sole control of the defense of such action and the right to settle it

7. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL LI BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR TORT, PERSONAL INJURY OR DEATH, LOSS OF BUSINESS PROFITS, LOSS OF PRIVACY, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. MEDICAL DISCLAIMER. THE INFORMATION CONTAINED IN THIS SOFTWARE PACKAGE IS INTENDED TO BE AN ADJUNCT TO TRADITIONAL MEDICAL INFORMATION SOURCES. THIS SOFTWARE IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGEMENT. THE PRACTICE OF MEDICINE IS A COMPLEX PROCESS THAT INVOLVES THE SYNTHESIS OF INFORMATION FROM A MULTIPLICITY OF SOURCES. THE INFORMATION CONTAINED IN THIS SOFTWARE DELIVERS SIMILAR INFORMATION TO THAT OF A TEXTBOOK AND IS BUT ONE OF THE SOURCES THAT MAY BE USED IN ESTABLISHING A DIAGNOSIS FOR A PATIENT. LOGICAL IMAGES ACCEPTS NO RESPONSIBILITY FOR THE CORRECTNESS OF ANY DIAGNOSIS BASED IN WHOLE OR IN PART UPON THE USE OF THIS SOFTWARE.

9. U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or in subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable.

10. NON-DISCLOSURE. Customer shall keep confidential any non-public information and know-how disclosed to Customer by LI. Customer's obligation under this Section shall survive termination or expiration of this Agreement and shall extend until such time as the information protected hereby is in the public domain.

11. GENERAL.

(a) This Agreement shall be construed and controlled by the laws of the State of New York. Customer consents to exclusive jurisdiction by the state and federal courts sitting in the State of New York in Monroe County. Customer waives, to the fullest extent permitted by applicable law, any objection Customer may now or hereafter have to the laying of venue, as described in this paragraph, of any action, suit or proceeding brought in the described court as an inconvenient forum.

(b) Process may be served on either party by air express courier (e.g. DHL, Airborne Express, UPS) charges prepaid, return receipt requested. If either LI or Customer employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees.

(c) None of the Software or underlying information or technology may be downloaded, exported, or re-exported into any country to which the United States ("U.S.") has embargoed goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. of, or located in or under the control of, any country subject to such export controls. [if customers are signing the cover page, the foregoing sentence can be deleted]

(d) If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions or portions shall remain in full force and effect.

(e) No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

(f) Any assignment of this Agreement by Customer without prior written consent of the nonassigning party shall be void.

(g) Customer agrees that in the event there are discrepancies between the terms of this Agreement and the terms of any Customer purchase order related to the purchase of SOFTWARE, the terms of this Agreement shall prevail.

THIRD PARTY LICENSE NOTICE.

This SOFTWARE contains a JavaScript library, http://www.visualdx.com/visualdx/visualdx6/js/amberjack.js (Amberjack Library) from the Amberjack project (http://www.amberjack.org) that is licensed under version 2.1 of the Lesser General Public License (LGPL version 2.1). The Amberjack Library is provided WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. The Amberjack Library may be modified and copied under the LGPL in accordance with its terms. Note, however, that the LGPL does not affect Customer’s right to use the SOFTWARE, other than the Amberjack Library.

To receive a copy of the Lesser General Public License, go to http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html or write to the Free Software Foundation