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ONCOXCHANGE - END-USER LICENSE AGREEMENT

IMPORTANT

The oncoxchange.org platform ("oncoXchange") is owned and operated by medcomXchange Communications Inc. ("MEDCOM").

For the use of oncoXchange, any user (the "USER" or "USERs") agree to be bound by the terms and conditions contained in this EULA herein. If USER does not agree to be bound, USER is not authorized to use oncoXchange. The decision to use oncoXchange constitutes a legal contract between USER and MEDCOM by which USER agree to be subjected to the terms and conditions contained herein.

MEDCOM reserves the right to modify or revise this EULA at any time, without notice. From time to time, USERs are invited to visit oncoXchange to review the current EULA. By using oncoXchange subsequent to any modification of this EULA, USER agrees to be bound by the modifications in the version of this EULA which is then current.

1. ONCOXCHANGE, CONTENT AND USE OF THE PLATFORM

1.1 oncoXchange provides information to health care professionals, for educational purposes only. oncoXchange does not provide medical advice, nor is it designed to provide information for non-health care professional upon which any decision of any kind, medical or otherwise, should be based. USER, when is a health care professionals, must rely upon their own clinical and professional judgment before taking any action or rendering any advice of any kind regarding information contained in oncoXchange. oncoXchange is not suitable for patients and/or prospective patients and is not a substitute for professional medical care. Non health care professional USERs are not authorized to take action and/or seek treatment based upon oncoXchange without consulting with a medical professional. If USER is a health care professional, oncoXchange cannot be the basis for your own professional judgment and decisions.

1.2 MEDCOM grants USER a revocable and nonexclusive right to use and access oncoXchange solely for the informational/educational purpose of oncoXchange. Under this EULA, USER understands that he cannot use the materials and content of oncoXchange for any commercial purpose, or for any public display (commercial or non-commercial). Furthermore, USER cannot use oncoXchange for advertisement purposes.

1.3 When content is uploaded or posted on oncoXchange by USER, or used by USER to communicate via chatroom, messaging or other electronic means, such content is referred to as "USER Uploaded Content" ("UUC"). USER grants MEDCOM a royalty-free license on the UUC granting MEDCOM perpetual, irrevocable, sublicensable, worldwide and exclusive rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display any UUC for the purpose of operating and/or marketing oncoXchange. UUC is public, non-confidential information.

1.4 USER cannot use oncoXchange as an interaction platform between doctors and patients.

1.5 USER is solely liable for any damages, royalties, or fees resulting from any infringement of rights or any other harm resulting from any UUC USER upload/post.

1.6 USER represents and warrants to MEDCOM that no information or material used by USER in connection with oncoXchange, or otherwise transferred to MEDCOM by USER, will to the best of USER'S knowledge after due inquiry: (i) violate any applicable law, rule, regulation, code or ordinance; (ii) infringe any Intellectual Property rights of any third party; (iii) in any way violate or infringe upon any third party's privacy right, right of publicity or any other right of any person or entity; (iv) be false, inaccurate, obscene or misleading; (v) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) contain any material which is unlawful, hateful, obscene, libelous, threatening or defamatory.

1.8 USER covenants and agrees that USER will use oncoXchange for a legal purpose only and that USER will comply with this EULA. oncoXchange cannot be used:

  1. offend and/or discriminate others on the basis of gender, race, religion manner;
  2. upload/post unreasonable or disproportionately large quantity of data that would compromise MEDCOM's network or computer infrastructure;
  3. Transmit or make available any unsolicited or unauthorized advertising or promotional materials, in particular "junk mail" and "spam";
  4. Transmit or make available any material that contains software viruses, Trojan horses, worms, time bombs, cancel bots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunication equipment;
  5. To attempt to modify any data stored on oncoXchange;
  6. Remove or replace any of the copyright, patent, trade-mark or any other notices included or placed upon oncoXchange;
  7. Copy oncoXchange;
  8. Modify, translate, add new features or upgrade oncoXchange to other software or otherwise change oncoXchange;
  9. Create another software product which competes with oncoXchange for resale or distribution;
  10. Sell, publish, publicly display or perform, distribute or otherwise disseminate oncoXchange in any way, form or manner, including on the Internet;
  11. Reverse engineer, decompile, disassemble, modify or otherwise attempt to derive the source code of oncoXchange, create any derivative works or attempt to do so, except and only to the extent that such activity is expressly permitted by applicable law.>

1.9 In case of breach of any of these obligations, USER covenants and agrees that MEDCOM will have the right to immediately terminate the EULA and accordingly suspend or terminate the use of oncoXchange by USER.

1.10 MEDCOM may terminate your right to use oncoXchange, at its sole discretion, at any time and for any reason.

1.11 Upon the termination of this EULA, USER must destroy any downloaded materials related to the oncoXchange whether electronic or printed.

2. PASSWORDS, SECURITY AND CONTENT ACCURACY

USER access to oncoXchange is controlled by a username and password. USER is solely responsible for the security of its username and password. Any access to oncoXchange using such username and password will be deemed access by USER. If USER chooses to share its username and password with third parties, USER will be liable for any actions taken by such third parties.

MEDCOM neither controls the information and data, uploaded or entered into oncoXchange by USER. MEDCOM does not validate the accuracy/validity of UUC. MEDCOM may remove any UUC from oncoXchange, for any reason, at its sole discretion. Furthermore, MEDCOM does not control the management by USER of its username and password to access oncoXchange.

MEDCOM will not be liable for the content of the information, data (including any information which could be deemed illegal), its validity, accuracy, quality, integrity or legality, security policy chosen by USER, nor for any damages of any kind whatsoever that could ensue as a result of such upload, entry or security policy. USER covenants and agrees that USER shall remain at all times entirely and solely responsible for the validity, accuracy, quality, integrity and legality of the information and data uploaded, or entered by USER into oncoXchange, as well as the content of all such information and USER's own security policy.

3. INTELLECTUAL PROPRIETARY RIGHTS

3.1 USER understands and agrees, and MEDCOM represents and warrants that MEDCOM owns and shall retain all right, title, and interest, including all Intellectual Property rights, in and to oncoXchange.

3.2 For the purpose of this EULA, Intellectual Property rights as they relate to oncoXchange provided by MEDCOM shall mean (i) all inventions, processes, discoveries, developments, or improvements, whether or not patentable, or whether subject of patent(s) or application(s) for patent(s) ("Inventions") and all worldwide rights therein conferred by any and all applicable Canadian and foreign laws ("Worldwide rights"), including all patents, pending patent applications and rights to file applications for Inventions; (ii) all software, computer programs and code of all types in source code and object code format including all source materials, all data, data structures, and databases, including without limitation, compilations and expression of distinctive and creative formats, and all literary, artistic, and graphic works (all collectively "Copyright Works"), and all Worldwide rights therein including all copyright and rights of authorship, and all registrations, and applications for registration of copyright and all rights to file applications for registration of the Copyright Works; (iii) all moral rights and rights equivalent thereto; (iv) all trade-marks, service marks, certification marks, official marks, collective marks, and trade dress, all corporate names, business names, trading styles and other trade names, and all domain names, all whether or not registrable or subject to registrations or applications for registration (all collectively "Trade-marks"), and all Worldwide rights therein, including all registrations and applications for registration thereof; (v) all designs and industrial designs, whether or not registrable or registered, or the subject of application(s) for registration (" Designs") and all Worldwide rights therein including all industrial designs, design patents, design registrations, pending patent and design applications and rights to file applications for the Designs; (vi) all formulae, Confidential Information, proprietary information, trade secrets, know-how, and any information having commercial value and all Worldwide rights in said information; (vii) all content made available on oncoXchange, except for limited intellectual property rights to UUC granted to MEDCOM in this EULA (viii) all other intellectual and industrial property whether or not registrable, registered or subject of application(s) for registration and all Worldwide rights in said property. For purposes of clarification, it is understood and agreed that MEDCOM neither has nor claims, nor will have at any point or claim, ownership right or interest in any information, including USER Confidential Information, provided by USER.

4. LIMITATION OF LIABILITY

USER AGREES THAT MEDCOM SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING FOR ANY REASON FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES ARISING UNDER THIS EULA; EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF MEDCOM FOR ALL CLAIMS (INCLUDING CONTRACTUAL OR EXTRA-CONTRACTUAL) ARISING UNDER THIS EULA SHALL NOT EXCEED FIFTY DOLLARS ($50).

5. INDEMNITY

USER agrees to indemnify, defend and hold harmless Medcom and its officers, directors and employees, representatives and attorneys ("Indemnified Parties"), from and against any and all claims, demands, losses, costs, damages, liabilities, judgments, awards, and expenses (including attorneys' fees, costs of defense, and direct, indirect, punitive, special, individual, consequential, or exemplary damages) Medcom or any of the Indemnified Parties suffer in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that relates to USER's use of OncoXhange, any UUC you upload or post on or through oncoXchange, your breach of this EULA, the use of oncoXchange by any person using your username and password, or any violation of an applicable law or regulation by USER. Your indemnification obligation shall survive the termination of this EULA.

6. GENERAL PROVISIONS

6.1 Applicable law

This EULA shall be governed by and construed in accordance with the laws applicable in Quebec, Canada with jurisdiction granted to the Tribunals of Quebec, Montreal District.

6.2 Notice

Any notice required or permitted to be sent under this EULA shall be delivered to USER by email at the address indicated by USER when creating the account on oncoXchange.

6.3 Force Majeure

If by reason of labor disputes, strikes, lockouts, riots, war, inability to obtain labor or materials, earthquake, fire or other acts of God, accidents, internet outages, network failure, power or infrastructure failure, governmental restrictions, appropriation or other causes beyond the control of a party hereto, either party is unable to perform in whole or in part its obligations as set forth in this EULA, then such party shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make such party liable to the other party.

6.4 No waiver

No failure or delay by EITHER PARTY to enforce any provision of this EULA shall constitute a waiver of any rights under such provision or any other provision under this EULA.

6.5 Severability of the EULA

If any of the provisions of the EULA is held, by a tribunal of competent jurisdiction, to be illegal, invalid or unenforceable under any applicable statute or rule of law, such illegal, invalid or unenforceable provision shall be deemed omitted and all other provisions of this EULA shall remain in full force and effect.

6.6 Entire agreement

This EULA constitutes the entire understanding and agreement between MEDCOM and USER with respect to oncoXchange.

6.7 Information about the EULA

For any questions concerning this EULA, please contact MEDCOM at the email address provided on the Website or at [email protected].