THIS IS AN AGREEMENT BETWEEN YOU, THE END USER, AND PHILIPS MEDICAL SYSTEMS NEDERLAND BV. (“PHILIPS”). THIS AGREEMENT DOES NOT AMEND OR MODIFY ANY AGREEMENT RELATED TO THE SOFTWARE BETWEEN PHILIPS AND YOUR HEALTHCARE INSTITUTION. THIS AGREEMENT SHALL GOVERN YOUR USE OF THE SOFTWARE (AS DEFINED BELOW). YOU ACKNOWLEDGE TO HAVE READ THIS AGREEMENT. BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE SOFTWARE.

End User License Agreement

License. Subject to the terms and conditions herein, Philips grants to you, as licensee, a limited, non-exclusive, non-transferable license to download, install and use the iSite software and accompanying associated “online” documentation (the “Software”) in object code only and solely within your internal operations on one or more computers residing at your premises.

Restrictions. Except to the extent applicable laws specifically prohibit such restrictions you may not: (i) use, copy, reproduce, modify or transfer the Software, in whole or in part, except as expressly provided for herein (ii) reverse engineer, disassemble, or decompile the Software, or otherwise attempt to derive the source code of the Software (iii) rent, disclose, publish, lease, loan, resell, distribute or sublicense the Software, or any part thereof (iv) sublicense, assign or transfer the license granted hereunder or any of the rights, duties or obligations under this Agreement. Any attempt to sublicense, assign or transfer such rights, duties or obligations shall be null and void.

Title. The Software is proprietary to Philips and/or its third party licensors and is protected by copyright and other intellectual property laws. You agree that you are acquiring only the right to use the Software as provided for herein. Philips and/or its third party licensors shall retain at all times all right, title and interest in and to the Software.

Confidentiality. The Software contains confidential and/or proprietary information of Philips or its third party licensors. You agree not to disclose, provide or otherwise make available such confidential or proprietary information in any form to any third party. You shall implement reasonable security measures to protect such confidential and/or proprietary information. In addition, you shall implement such security measures that prevent unauthorized access to, tampering with or causing damage in any way to the information that is processed by the Software, such as, but not limited to patient data.

Warranty Disclaimer. Philips provides the Software to you on an “AS IS” basis, without warranty of any kind. Philips does not warrant that your use of the Software will be uninterrupted or error-free. Philips does not warrant and shall not be obligated to or correct defects in the Software or provide any updates to the Software or services to you. To the fullest extent permitted by law, Philips expressly disclaims all conditions, representations or warranties express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, and non-infringement of third party rights. No oral or written information or advice given by Philips, its affiliates, distributors, dealers, agents or its or their employees shall create any warranty. This disclaimer of warranty constitutes an essential part of this agreement.

Limitation of Liability. To the fullest extent permitted by law, Philips and its affiliates, distributors, dealers, agents and its and their employees shall not be liable to you or any other person, under any circumstances or under any legal theory, whether in tort, contract, or otherwise, for any damages including without limitation direct, indirect, special, incidental, consequential or other damages (including damages for loss of use, information, goodwill, profit, work stoppage, data, business or revenue) incurred by you or any third party arising out of your use or inability to use the Software, the provision or failure to provide any services or otherwise under or in connection with this Agreement, even if Philips or such other persons have been advised of the possibility of such damages or such damages are foreseeable.

Indemnification. You agree to indemnify and hold Philips and its affiliates, distributors, dealers, agents and its and their employees harmless from and against all liabilities, costs, damages and expenses (including reasonable attorney’s fees) arising from or relating to any claims that result from or relates to your possession of, use of or inability to use the Software.

Term. This Agreement will immediately and automatically terminate without notice if you fail to comply with any term or condition of this Agreement. You agree upon termination to promptly cease the use of the Software and to promptly destroy the Software and all copies in any form in your possession or control.

Miscellaneous. (a) This Agreement represents the complete and exclusive agreement relating to the subject matter hereof which supersedes any proposal or prior agreement, oral or written and any other communications between you and Philips relating to the subject matter hereof. (b) No amendment of this Agreement shall be binding upon Philips unless in writing and signed by Philips. (c) If any provision is held to be void or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Any claim by you under or in connection with this Agreement must be commenced and notified to Philips in writing within one (1) year as from the date the cause of action for such claim arose. (d) You agree that this Agreement shall be governed by the laws of The Netherlands and that the courts of the City of Amsterdam, The Netherlands shall have exclusive jurisdiction in respect of any dispute or claim arising out of or in connection with this Agreement, provided that, in addition, Philips shall have the right, at its sole discretion, to bring or initiate any action or proceeding, including, without limitation, any action or proceeding with the purpose of seeking an injunctive relief, against you in any other court of competent jurisdiction where you have your registered office or domicile or principal place of business or where any violation of this Agreement occurs or is threatened to occur.