MDsuite Internet Terms of Use

LICENSES TO USE THE APPLICATION.

The right to use the Application is granted only to subscribers/licensees of MDsuite and their employees, for the sole purpose of utilizing 7 Medical's MDsuite program. 7 Medical grants to Customer a non-exclusive, non-transferable license to use the Application , including the computer programs contained therein, the database contained therein (the "Database"), and any related documentation supplied to Customer. The Application is licensed not sold. Customer receives no rights to the Application or intellectual property of 7 Medical or its licensors, except as expressly stated herein. Customer may provide access to the Application to those of its employees it deems necessary to perform Customer's daily tasks. Customer shall be responsible for ensuring that its employees that access the Application comply with all the terms of this Agreement and the online terms. 7 Medical may discontinue or suspend access to the Application by any employee of Customer if 7 Medical has reason to believe that such employee has violated such terms or is otherwise using the Application in an inappropriate manner.

RESTRICTIONS ON USAGE.

Customer will use the Application only for its own internal business usage and only in connection with 7 Medical's Web Hosting Services (as defined below). The Application may not be used in any way that violates any applicable international, federal, state or local laws and /or regulations. Customer will not assign, loan, sublicense or otherwise transfer the Application or any part thereof, or alter, modify or adapt (or cause to be altered, modified or adapted) the Application or any part thereof. Customer will not (i) write or modify interfaces or reports or (ii) modify the Database, except as expressly authorized by 7 Medical. CUSTOMER WILL NOT RECOMPILE, DISASSEMBLE, REVERSE ENGINEER, OR MAKE OR DISTRIBUTE ANY OTHER FORM OF, OR ANY DERIVATIVE WORK FROM, THE APPLICATION.

WEB HOSTING SERVICES.

7 Medical will be responsible for providing the following web hosting services ("Web Hosting Services") for the Application: (I) 7 Medical shall be responsible for the design configurations for the System and the operation and required maintenance of such System. However, Customer understands that the System is the exclusive property of 7 Medical or the third parties from whom 7 Medical secured the rights thereto and may be used to provide similar services to other Customers. (II) 7 Medical shall use commercially reasonable efforts to make the Application available, via the Internet, 98% of the time during Prime Time Hours, except for any loss or interruption of the Application due to causes beyond the control of 7 Medical or which are not reasonably foreseeable by 7 Medical, including, but not limited to, interruption or failure of telecommunication or digital transmission links, internet slow downs or failures or unauthorized intrusions. Scheduled maintenance and planned outages will occur outside Prime Time Hours (generally between 12:00 am and 6:00 am Eastern Time). For purposes of this subsection (II), "Prime Time Hours" shall mean from 7:00 am to 10:00 pm Eastern Time, Monday through Friday, excluding holidays. 7 Medical shall be responsible for establishing and maintaining a security environment for the Application and the System, which shall include physical security, logical security (including firewalls, encryption and password access control), and intrusion detection. In the event that 7 Medical discovers and/or Customer reports to 7 Medical that the System is experiencing an outage or that the Application is experiencing operational issues, 7 Medical will work diligently to resolve such issues as soon as possible, giving priority to outages and significant operational issues.

CUSTOMER OBLIGATIONS.

Customer shall be responsible for providing adequate bandwidth to its employees/users. Customer understands that the performance of a Hosted application is inherently slower than a desktop application and is dependent on bandwidth and a reliable Internet connection. Each user must have adequate bandwidth in order for the application to perform at optimum speeds. Slow or undependable connections such as satellite are discouraged. Multiple connection points such as a VPN connection are also discouraged.

Customer shall be responsible for obtaining all required rights and licenses to use and display all Customer Content in connection with the Application and any setup services and Web Hosting Services. Customer hereby grants to 7 Medical a non-exclusive, non-transferable license to use, edit, modify, adapt, translate, exhibit, publish, reproduce, copy (including backup copies) and display the Customer Content as reasonably necessary to perform the services covered under this Agreement. Customer is solely responsible for updating and maintaining all Customer Content in the Application and verifying the accuracy and completeness of all Customer Content.

7 Medical will take reasonable precautions to prevent the loss of or alteration to Customer Content in the Application, including employing regular back-up procedures, but 7 Medical does not undertake to guarantee against any such loss or alteration. Accordingly, Customer will, to the extent it deems necessary, maintain a system external to the Application for the reconstruction of lost or altered data (e.g. maintaining printouts of Customer Content input into the Application).

Customer is responsible for making available any services to its employees/users through the Application.

TRANSMISSION OF CUSTOMER CONTENT.

In the event that Customer requests that 7 Medical provide any Customer Content to a third party or transmit any Customer Content through an interface to another application or web site, Customer represents that it has acquired any consents or provided any notices required to transfer such content and that such transfer does not violate any applicable international, federal, state or local laws and/or regulations.

SECURITY.

In order to access and use this Application, you must provide your current Username, Password and Customer ID. You will be required to change your Username and Password upon your initial log-in. Thereafter, if you would like to change your Password, you may do so by following the instructions set forth in the MDsuite Application.

You agree to take any and all actions necessary to maintain the privacy of your Username, Password, and Customer ID, including, without limitation, safeguarding your Username, Password and Customer ID in a private and secure place, adopting special precautions when accessing the Application from a computer that is available for use by other users and exiting from the Application at the end of each session.

In the event that you have reason to believe that a third party has access to your account, you should choose a new Password by following the above procedures. If problems persist, you should notify your 7 Medical MDsuite Support Center. You, Customer, agree to take any and all actions necessary to maintain the privacy of usernames and passwords for the Application. Data transmitted through the Application is encrypted for the user's protection. However, the security of transmissions over the Internet can never be guaranteed. 7 Medical is not responsible for any interception or interruption of any communications through the Application or for changes to or losses of data. In order to protect you and your data, 7 Medical may suspend your use of the Application immediately, without notice, pending an investigation, if any breach of