EFILM™ ENDUSER SOFTWARE LICENSE AGREEMENT

Software: eFilm Lite™

IMPORTANT: This License Agreement ("Agreement") is a legal agreement between you (either an individual or a legal entity) ("Licensee", “you”, “your”, as context requires) and eFilm Medical Inc., a corporation having its principal place of business at 500 University Avenue, Suite 300, Toronto, ON  M5G 1V7, Canada and, where applicable, its suppliers and licensors (collectively "eFilm") for the eFilm™ software indicated above ("Software") and associated documentation (“Documentation”). BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY GOVERN YOUR USE OF THE SOFTWARE.  If you do not agree to the terms and conditions of this Agreement, please do NOT install the Software and immediately destroy any copies of the Software and Documentation in your possession.

1.	GRANT OF LICENSE
eFilm hereby grants to you a personal, limited, non-exclusive, non-sub-licensable, non-transferable, non-assignable license to use the Software, in machine executable object code form, and any related Documentation, only for the purpose of viewing images that are stored together with the Software on the CD-ROM.

2.	LICENSE RESTRICTIONS
a) 	All rights not expressly granted are reserved.
b)	You may not: (i) copy the Software or Documentation (ii) permit other individuals or entities to use or have access to the Software except under the terms of this Agreement; (iii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software or Documentation; (iv) rent, lease, lend, assign, or otherwise transfer rights to the Software or Documentation; or (v) remove any proprietary notices or labels on the Software or Documentation.  Any such forbidden use shall immediately terminate your license to the Software.
c)	You agree that you shall only use the Software and Documentation in a manner that complies with all applicable laws, regulations and the like in the jurisdictions in which you use the Software and Documentation, including, but not limited to, applicable restrictions concerning medical uses and copyright and other intellectual property rights. 
d)	The Software or the use of the Software may be subject to legal or regulatory provisions related to products used in the Health Care Industry. Prior to using the Software, it is your responsibility to ensure that your use of the Software will not violate any legal or regulatory provisions. Please contact eFilm to determine the most recent information regarding legal and regulatory approvals.
e) 	The use of the Software is intended only for use with properly authorized content. Content files, including, but not limited to images, which are viewed using the Software, may be protected by copyright laws or other laws of any jurisdiction and are used at your own risk.
f)	You may only use the Software for your internal purposes. You may not use the Software in any way to provide, or as part of, any application service provider (“ASP”) service or other similar commercial service or application in which third parties have access to the Software.

3.	ERRORS/UPDATES
You agree and understand that although eFilm takes steps to prevent errors, the Software may contain errors affecting proper operation. You also understand that the Software is provided only as a convenient method of quickly viewing images that have been saved on a CD-ROM. The Software is not intended to be upgraded or corrected other than through  updates of the eFilm Workstation™ software which is used to create the CD-ROMs and the Software thereon. The eFilm Workstation software is licensed separately by eFilm and this license does not include any rights to the eFilm Workstation software or updates thereof.

4.	TITLE
Title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain in eFilm.  The Software is protected by the copyright laws of Canada, the United States and by international copyright treaties. Title, ownership rights and intellectual property rights in and to any content used with the Software shall be retained by the applicable content owner and may be protected by applicable copyright or other law. eFilm also retains all right, title, and interest in and to the trademarks, trade names, logos, and icons (collectively "Marks") used in or identifying the Software or its features and you may not use such Marks without the prior written permission of eFilm. Without limiting the forgoing: (i) eFilm™, eFilm Lite™, eFilm Workstation™, eFilm Scan™, eFilm Video™ and the “Gear” logo are trademarks of eFilm Medical Inc. and (ii) other trademarks are either registered trademarks or trademarks of their respective owners.

5.	NO WARRANTY AND LIMITATION OF LIABILITIES
eFilm warrants that the Software will perform in accordance with the Documentation for a period of thirty (30) days from the date of installation of the related eFilm Workstation software.  Subject to section 3 above, eFilm will make commercially reasonable efforts to correct any failure to perform in accordance with the Documentation and provide replacement Software.
·	
·	DISCLAIMER OF WARRANTY & LIMIT OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE LIMITED WARRANTY IS GIVEN IN LIEU OF AND EFILM FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL EFILM BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, SERVICE INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF EFILM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EFILM'S TOTAL LIABLITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED FIVE DOLLARS ($5.00). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION(S) MAY NOT APPLY TO YOU.

6.	INDEMNIFICATION
The Software is a basic image viewer and is not intended to be used in diagnostics nor to replace the skill and judgement of a qualified medical practitioner and should only be used by people that have been appropriately trained in the Software’s functions, capabilities and limitations. You agree to hold harmless, indemnify and defend eFilm, its suppliers, officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to your use of the Software. THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU.

7.	TERMINATION
This License Agreement will automatically terminate if you fail to comply with any term hereof.  No notice shall be required from eFilm to effect such termination.  You may also terminate this License Agreement at any time by notifying eFilm in writing of termination.  Without prejudice to any other rights, upon any termination of this License Agreement, you shall immediately discontinue use of the Software and Documentation and shall within three (3) days destroy all full or partial copies of the Software, Documentation and related materials.

8.	EXPORT RESTRICTION
The Software and Documentation or parts thereof, may be subject to the limitations on transfer imposed by the United States’ Export Administration Act of 1979 as amended.  You agree that you will not, and will not assist or permit others under your control and direction to, export the software or documentation or any part thereof, in contravention of these laws or the related rules and regulations.

9.	MISCELLANEOUS
This Agreement shall constitute the complete and exclusive agreement between the Parties, notwithstanding any variance with any other written instrument submitted by you, whether formally rejected by eFilm or not.  The terms and conditions contained in this Agreement may not be modified except in a writing duly signed by you and an authorized representative of eFilm. This Agreement is personal to you, and may not be assigned without eFilm's express written consent. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. The parties specifically acknowledge and agree that this Agreement be drafted and fully enforceable as written in the English language. This Agreement shall be governed by the laws of Ontario, Canada, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the courts sitting in Toronto, Ontario. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate eFilm's intellectual property rights, or may cause continuing or irreparable harm to eFilm (including, but not limited to, any breach that may impact eFilm's intellectual property rights, or a breach by reverse engineering), eFilm may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.