End User License Agreement

End User Software License Agreement

Note to user: This is a legal agreement between you (an individual or single entity, referred to hereinafter as "you") and Medovation, Inc. ("Medovation") for computer software product and/or data, including any accompanying explanatory written materials (the "Software"). BEFORE INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU MUST AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you agree, click on the Accept button below, If you do not agree with the terms and conditions of this Agreement, Click on the Decline button and you will not be able to download the Software.

RADMONITOR(tm) COMPUTER SOFTWARE LICENSE AGREEMENT
				
IMPORTANT- READ THESE TERMS CAREFULLY BEFORE INSTALLING THIS SOFTWARE. BY INSTALLING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT INSTALLING OR USING THE SOFTWARE.

RadMonitor Nuclear Medicine/PET Department Monitoring Software works in conjunction with RadRunner(tm) Nuclear Medicine/PET Department Management Software only.Medovation, Inc., 1266 West Sixth Street, Cleveland, Ohio 44113 (Licensor) grants you a Non-Exclusive, Non-Transferable Software License to use the software with which this license is distributed (the "SOFTWARE") including any documentation accompanying the SOFTWARE ("DOCUMENTATION").

LICENSOR'S SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD).  LICENSOR DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED SOFTWARE TO YOU.  YOUR RIGHT TO USE THE LICENSED SOFTWARE IS SUBJECT TO THE FOLLOWING CONDITIONS:

1. LICENSED SOFTWARE:  
The Licensed software includes object code computer programs, any manuals, and other materials developed by Medovation, Inc. in connection with its RadMonitor(tm) Nuclear Medicine/PET Department Monitoring system.

2. LICENSE
A.  In consideration of the payment of license fees, if any, Licensor grants you a non-exclusive non-transferable license to use the LICENSED SOFTWARE subject to the following terms and conditions.

B. All rights not expressly granted are hereby reserved by Licensor.

3. OWNERSHIP
It is hereby understood and agreed that Medovation, Inc., an Ohio Corporation with offices at 1266 West Sixth Street, Cleveland, Ohio 44113, (Licensor) is the owner of all right title and interest to the SOFTWARE and all subsequent copies thereof, regardless of the media or form in which the original SOFTWARE may exist.  You through entering this agreement and purchase or receipt of this product do not acquire any ownership rights to the SOFTWARE.

4.  LOCATION
A. The licensed SOFTWARE may only be used on the personal computer or network on which it is installed and for which a license fee, if any, has been paid, except as otherwise provided by a separate quotation ("QUOTATION") which has been provided to you and whose terms are hereby incorporated into this agreement.

B. It is understood and agreed that you may not copy the SOFTWARE into any machine-readable or printed form, nor may you modify the SOFTWARE and/or merge it into another computer program.

5.  TERM
The license shall become effective from the shipment of the SOFTWARE to you and shall continue for the period of one year, except as otherwise specified in the QUOTATION.

6.  RESTRICTIONS ON USE
A.  Except as otherwise provided in this agreement or in your QUOTATION, you shall not, without Licensor's express written consent:

1.	Electronically transfer the SOFTWARE through a LAN (local area network) or other network system or though any computer subscriber system or "bulletin board" system; or

2.	Modify, adapt, or create derivative works based on the SOFTWARE or any accompanying materials.

7.  RESTRICTIONS ON TRANSFER 
You shall not sublicense, assign, or transfer the license or the SOFTWARE to another party except as expressly provided in this Agreement.  Any attempt otherwise to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder is void.

8.  UPDATES
In the event that upgraded versions of the SOFTWARE are developed, Licensor will make such updates available to Licensees only as provided for under the terms of the QUOTATION.

9.  LIMITED WARRANTY
A. Licensor warrants the disks or CD-ROM on which the SOFTWARE is furnished to be free from defects in materials and workmanship under normal use for a period of one (1) year from the date of shipment to you, as evidenced by your receipt.

B. Licensor shall attempt, through reasonable effort, to cure any reproducible defect by issuing corrected instructions, a restriction, or a bypass.  In the event that Licensor does not correct or cure such nonconformity or defect after it has reasonable opportunity to do so, your exclusive remedy shall be the refund of any amount paid by you as the license fee for the defective or non-conforming copy of the licensed SOFTWARE.

C. You shall assume responsibility for the selection of the SOFTWARE and for the installation, use, and results obtained from the SOFTWARE.

D. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.  The entire risk as to the quality and performance of the SOFTWARE is with you.  Should the SOFTWARE prove defective, you (and not Licensor) assume the entire cost of all necessary servicing, repair, or correction.  Licensor shall have no liability for loss of data or documentation, it being understood that you are responsible for reasonable backup precautions.

E.  In no event shall Licensor be liable to you or to any third party for any loss of profits, any incidental, special or consequential damages, or any claims or demands brought against you, even if Licensor has been advised of the possibility of such claims or demands, including, but not limited to, Regulatory Agency fines or claims arising from misadministration of patient doses.  This limitation on damages and claims is intended to apply without regard to whether other provisions of this agreement have been breached or have proven ineffective.

F.  Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.  This warranty gives you specific legal rights, and you may also have other rights that vary from state to state.

10.  REMEDIES
A.  Licensor's entire liability and your exclusive remedy shall be:

1.	The replacement of any CD-ROM, disk, or cassette not meeting Licensor's "Limited Warranty" above and that is returned to Licensor or an authorized dealer with a copy of your receipt; or

2.	If Licensor or the dealer is unable to deliver a replacement copy that is free of defects in materials or workmanship, Licensee may terminate this Agreement by returning the product and all other SOFTWARE for a full refund of the purchase price.

11.  YOUR RESPONSIBILITIES AND OBLIGATIONS
A.  You hereby authorize Licensor or its authorized representatives to enter your premises in order to inspect the licensed SOFTWARE in any reasonable manner during regular business hours to verify your compliance with the terms herein.

B.  You acknowledge that in the event of your breach of any of the foregoing provisions, Licensor will not have an adequate remedy in money or damages.  Licensor shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Licensor's right to seek injunctive relief shall not limit its rights to seek further remedies.

C. You are responsible for selecting an operator who is qualified to operate the licensed SOFTWARE on your own equipment and who is familiar with the information, calculations, and data that serve as input and output of the licensed SOFTWARE.  Licensor reserves the right to refuse assistance or to charge additional fees if an operator seeks assistance to such basic background information or any other matters not directly relating to the operation of the licensed SOFTWARE.

12. SUPPORT
Licensor shall support the licensed SOFTWARE in the manner specified in the QUOTATION.

13.  QUESTIONS
All questions concerning this Agreement may be directed to Medovation, Inc., Technical Support Department, 1266 West Sixth Street, Cleveland, Ohio 44113, or by telephone at (866) 472-8886.

14.  JURISDICTION AND DISPUTES
A.  This Agreement and the Limited Warranty shall be governed by the laws of Ohio.

B. All disputes hereunder shall be resolved in the applicable state or federal courts of Ohio.  The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

15.  INTEGRATION
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements, oral or written, between the parties, and is intended as a final expression of their Agreement.  It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.  This Agreement shall take precedence over any other documents that may be in conflict therewith.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

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