Section 1.1 License Grants.

(1.a) Customer represents and warrants that he or she is a licensed medical professional eligible to practice in the United States. If Customer is not a licensed medical professional, he or she may not, under any circumstances or for any reason, use the Solution. We may, in our sole discretion, refuse to offer the Solution to any person or entity and change its eligibility criteria at any time. Customer is solely responsible for ensuring that this Agreement is in compliance with all laws, rules and regulations applicable to Customer and the right to access the Solution is revoked where this Agreement or use of the Solution is prohibited or to the extent offering, sale or provision of the Solution conflicts with any applicable law, rule or regulation.

(1.b) Esymed hereby grants Customer a limited, nonexclusive, nontransferable license to access and use the Solution in accordance with the terms of this Agreement. Customer shall not license, sell, assign or otherwise transfer the Solution to any other person and or reverse engineer, disassemble or decompile the Solution, or any part of the Solution.

(1.c) If Customer is held or deemed to be the owner of any intellectual property rights in the Solution, or any changes, modifications or corrections thereto, then Customer hereby irrevocably assigns to Esymed all such right, title and interest (including, but not limited to, all patent rights, copyrights and trade secret rights) and shall execute and deliver such further conveyance instruments, affidavits or documents of assignment, and take such further actions, as may be necessary or desirable to evidence more fully the transfer of ownership of the intellectual property right to Esymed.

Section 1.2 Performance.

The Solution is a continuously evolving product, and may contain bugs, defects and errors. The Solution is a product that permits on-going modifications, refinement and customization; because all the available functions may not be fully operational upon installation the Solution may be supplied to Customer for a reduced charge. Customer must provide appropriate computer hardware and Internet connectivity solutions to access and appropriately use the Solution. Esymed will assist Customer in identifying the appropriate computer hardware and Internet connectivity solutions it may need, but Customer is solely responsible for the acquisition, use and maintenance of such equipment.

Section 1.3 Access and Support.

Esymed shall use commercially reasonable efforts to ensure that the Solution is accessible at all times but shall not be responsible for downtime or other problems caused by any public network (including the Internet or communications carrier), Customer’s Intranet, computer and networking systems or by any defects and errors inherent in testing. Customer shall allow Esymed, at mutually agreed times, to have reasonable access to Customer’s computer system as needed for the installation, initial configuration of the Solution and any subsequent maintenance or modification. Esymed will provide limited technical support to assist Customer in using and evaluating the Solution, as Esymed deems necessary, which may include, in Esymed’s sole discretion, support via the Esymed Website, e-mail or by telephone. Customer shall not knowingly introduce, and shall take reasonable precautions to prevent the inadvertent introduction of, any computer viruses, Malware, worms, time bombs, cancelbots, Trojan horses or other software routines that can interfere with the proper working of Solution.

Section 1.4 Feedback.

Customer shall provide Esymed with feedback on the Solution in the form and as may be reasonably requested by Esymed. Feedback may include: (i) the results of Customer’s use of Solution, including any defects found therein; (ii) any information necessary for Esymed to evaluate such defects; and (iii) any recommendations for changes, corrections, enhancements or modifications to the Solution. Esymed shall own all intellectual property rights in feedback Customer provides and shall have the right to use, in any manner and for any purpose, such feedback.

Section 1.5 Medical Care; Compliance with Law.

Customer shall at all times be solely responsible for all patient diagnosis, care and treatment when using the Solution. Customer shall be solely responsible for complying with any licensing or other governmental requirements or with any applicable medical or professional ethical or patient confidentiality obligations regarding the use of the Solution.

Section 1.6 Fees

Customer shall pay Esymed in full, as per their plan for the installation and on going monthly charges, and any customization and training on the Solution for a single physician and up to three physician support personnel, payable prior to installation completion. In addition, Customer shall pay Esymed per month, at the beginning of each full month following installation completion, for unlimited concurrent access to the Solution by one physician and up to three physician support personnel. Esymed reserves the right to offer payment plans that may partially or fully defer the initial installation fee into the monthly fee and Customer agrees to pay for such plans if selected. Customer agrees that the Esymed unlimited Solution access is for a three year period and Customer shall be responsible for paying the monthly fee through the entirety of this agreement. Customer and Esymed may agree to mutual renewal of the Solution access following the completion of the three year agreement subject to terms reflecting the market pricing of the Esymed solution at the time of renewal. Customer bears sole responsibility for payment of all taxes and similar fees relating to the use of the Solution. In no event will Esymed bear any such responsibility.

Section 1.7 Payments

Esymed uses a third-party payment processor (the "Payment Processor") to allow you to pay for products purchased through the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to purchase the Solution, Customer agrees to pay through the Payment Processor, all charges at the prices then in effect for purchase in accordance with the applicable payment terms and Customer authorizes us, via the applicable Payment Processor, to charge Customer’s chosen payment provider ("Payment Method"). Such charges for the purchase may include shipping fees and state and local sales tax, the amount of which varies due to factors including the type of item purchased and the shipping destination. Customer agrees to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Section 1.8 Current Information Required

CUSTOMER MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR PAYMENT METHOD. CUSTOMER MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR PAYMENT METHOD CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND CUSTOMER MUST PROMPTLY NOTIFY ESYMED IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD

Section 1.9 Non-Use and Non-Disclosure

Neither party will, during or subsequent to the term of this Agreement, use the Confidential Information of the other party for any purpose whatsoever other than to provide and use the Solution and shall not disclose the other party's Confidential Information to any third party except as expressly permitted in writing. Each party's Confidential Information shall remain its sole property. Each party shall take all reasonable precautions to prevent any unauthorized disclosure of the other party's Confidential Information. Confidential Information does not include information which (i) is known to the recipient party at the time of disclosure by the disclosing party as evidenced by written records, (ii) has become publicly known and made generally available through no wrongful act of the recipient party, or (iii) has been rightfully received by the recipient party from a third party who is authorized to make such disclosure. For purposes of this Section, “Confidential Information” means, with respect to each party, information designated by a party as confidential and information without such designation pertaining to a party's patients or customers, technical data, trade secrets or know-how, software designs, source or object code, research, product plans, products, services, markets, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to the other party, either directly or indirectly in writing, orally or by drawings or access to the Solution. Upon the termination of this Agreement, or upon the disclosing party’s earlier request, each party will promptly deliver to the other party all Confidential Information that it may have in its possession or control belonging to the other party.

Section 1.10 Safeguarding of Data

Esymed shall maintain appropriate safeguards, consistent with prevailing industry standards, against the destruction, inappropriate disclosure, wrongful access or use, loss or alteration of patient information. Esymed shall maintain safeguards that are no less rigorous than those maintained by it for its own information of a similar nature and, in no event, less than a reasonable level of safeguards and those required by the Health Insurance Portability and Accountability Act of 1996, as amended, and regulations issued under it (“HIPAA”). Customer is responsible for enforcing all the local on site HIPPA security recommendations. Esymeds bears no responsibility for any non compliance or breach on part of the customer.

Section 1.11 Third Party Services

The Solution may permit Customer to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Solution. When Customer accesses third party resources on the Internet, he or she does so at his or her own risk. These other resources are not under our control, and Customer acknowledges that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. Customer further acknowledges and agrees that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

Section 1.12 Esymed Representations

Esymed represents and warrants that (i) it has full power and authority to enter into this Agreement, (ii) it has all rights, titles, licenses, permissions and approvals necessary to perform its obligations under this Agreement and to grant to Customer all licenses and rights granted hereunder, and that such licenses do not and will not infringe or otherwise violate any copyright, trade secret, trademark, patent or other proprietary right of any third party, and (iii) that it has and will maintain the capability to provide the Solution during the term of this Agreement.

Section 1.13 Customer Representations

Customer represents and warrants that (i) it has full power and authority to enter into this Agreement, (ii) it has complied and shall continue to comply with all legislation, laws, statutes, ordinances, rules and regulations regarding use of the Solution, and (iii) it can treat and care for patients and bill third party payers even if the Solution is disrupted or rendered inoperable.

Section 1.14 No Warranty

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, ESYMED SUPPLIES THE SOLUTION “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. ESYMED SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE SOLUTION DOES NOT PROVIDE ANY MEDICAL ADVICE, IS NOT INTENDED FOR USE TO DIAGNOSE OR TREAT ANY MEDICAL CONDITION AND IS NOT INTENDED TO PROVIDE CODING INFORMATION FOR BILLING PURPOSES. ESYMED DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED ACCESS TO THE SOLUTION. OPERATION OF THE SOLUTION MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF ESYMED’S CONTROL. USE OF THE SOLUTION IS AT CUSTOMER’S SOLE RISK.

Section 1.15 Esymed Indemnification

Subject to Section 1.14, Esymed shall defend and/or handle at its own expense any third party claims or actions, of actual or alleged infringement of a copyright, trade secret, trademark, patent or other proprietary right of a third party arising out of Customer’s use of the Solution as permitted under this Agreement, and shall indemnify and hold harmless Customer and its respective officers and directors from and against any loss, liability, cost or expense (including reasonable attorney’s fees) resulting from any such claim or action, and its settlement or compromise. The remedy provided under this Section will be the Customer’s sole and exclusive remedies in relation to claims and actions alleging intellectual property infringement.

Section 1.16 Customer Indemnification

Subject to Section 1.14, Customer shall defend, and/or handle at its own expense, any third-party claims or actions, arising from (i) any breach by Customer of any of its representations or obligations set forth in this Agreement (ii) any claims brought by a third party, having a basis in contract or tort, in law or in equity, relating to Customer’s use of Solution, including but not limited to, interference with contract or prospective economic advantage, breach of contract, misrepresentation, gross negligence, and shall indemnify and hold harmless Esymed, its officers and directors from and against any loss, liability, cost or expense (including reasonable attorneys’ fees) resulting from any such claim or action, and its settlement or compromise.

Section 1.17 Indemnification Procedure

The party seeking indemnification under subsection 1.12 or 1.13, as the case may be (“Indemnified Party”), shall give prompt written notice to the other party (“Indemnifying Party”). The Indemnified Party shall allow the Indemnifying Party solely to direct the defense and settlement of any such claim, with counsel of the Indemnifying Party’s choosing, and shall provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance that is reasonably necessary for the defense and settlement of the claim. The Indemnified Party reserves the right to retain counsel, at the Indemnified Party’s sole expense, to participate in the defense of any such claim. The Indemnifying Party shall not settle any such claim or alleged claim without first obtaining the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, if the terms of such settlement would adversely affect the Indemnified Party’s rights under this Agreement.

Section 1.18 LIMITATION OF LIABILITY

WITH THE EXCEPTION OF ESYMED’S OBLIGATIONS UNDER SECTION 1.15, IN NO EVENT WILL ESYMED BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, AND/OR LOSS OF BUSINESS, ARISING OUT OF, OR RESULTING FROM, THIS AGREEMENT, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT, (INCLUDING NEGLIGENCE) AND IRRESPECTIVE OF WHETHER ESYMED HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT WILL ESYMED’S TOTAL LIABILITY TO CUSTOMER OR TO ANY THIRD PARTIES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES CUSTOMER PAYS TO ESYMED IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY. ESYMED DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE FLOW OF DATA TO OR FROM THE SOLUTION AND OTHER PORTIONS OF THE INTERNET AND ANY ACTIONS OR INACTIONS OF THIRD PARTIES THAT MAY RESULT IN SITUATIONS IN WHICH CUSTOMER’S CONNECTION TO THE INTERNET, SECURITY OF CUSTOMER DATA AND/OR ACCESS TO SOLUTION MAY BE IMPAIRED, DISRUPTED OR DAMAGED.

Section 1.19 Term and Termination

The term of this Agreement will commence on the Effective Date and shall continue for a period of three (3) years. This Agreement will automatically renew for additional one-year terms unless written notice of termination is provided by the terminating party to the non-terminating party not less than ten (10) days prior to the expiration of the then-effective term. Either party may terminate this Agreement in the event of a material breach of its terms by the other party which is not cured within thirty (30) calendar days following receipt of written notice specifying the breach.

Section 1.20 General Terms

Customer and Esymed are independent contractors, and no agency, partnership, broker-dealer, distributor, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. The failure of a party to this Agreement to require or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance. This Agreement represents the entire agreement, and supersedes any and all prior agreements or understandings of the parties written or oral with respect to the subject matter hereof. This Agreement may only be modified, or any rights under it waived, by a written document executed by the duly authorized representative of both parties. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York without reference to conflict of law principles. All actions brought by a party to this Agreement arising under or related to this Agreement shall be subject to the jurisdiction and venue of the state and federal courts located in Brooklyn, New York or New York, New York. This Agreement will bind and inure to the benefit of the parties’ successors in title and permitted assigns. Any notice required or permitted by this Agreement shall be in writing and shall be deemed given if sent by prepaid registered or certified United States mail, return receipt requested (if available), overnight mail with a nationally recognized overnight mail courier, or sent by facsimile or similar communication, and confirmed by such mail, postage prepaid, addressed to the other party at the address shown above or at such other address for which such party gives notice hereunder. Notices will be deemed given three (3) business days after deposit in the U.S. Mail, one (1) business day after deposit with an overnight mail courier, or when confirmation of receipt is obtained if sent by facsimile or similar communication, as applicable. No party to this Agreement shall be considered in default in the performance of any obligation hereunder to the extent that the performance of such obligation is prevented or delayed by fire, flood, explosion, strike, war, insurrection, embargo, government requirement, civil or military authority, act of God, failure of the Internet or any other event, occurrence or condition which is not caused, in whole or in part, by that party, and which is beyond the reasonable control of that party. The parties shall take all reasonable action to minimize the effects of any such event, occurrence or condition. Sections 1.4, 1.9, 1.14-1.18, 1.20 will survive termination or expiration of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, agree to this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement by the submission of the digital request for trial, including acceptance of these terms.