Redistribution not permitted ExpressManual™ Copyright 2005 – 2009 by: Clinical Laboratory Marketing & Development Services, LLC ("CLMDS, LLC") All rights reserved. http://www.clmds.com/ IMPORTANT—READ CAREFULLY This EULA is a legal agreement between you, an individual or a legal entity, and CLMDS, LLC. This software product (ExpressManual™), together with its official distribution package and inclusions (as defined below), is the property of CLMDS, LLC who makes ExpressManual™ available to you, the original purchaser, subject to the following EULA. Please read this EULA carefully before installing the product. By clicking on the "I ACCEPT" button, you are consenting to be bound by this agreement. If you do not agree to all of the terms of this agreement, click the "I DO NOT ACCEPT" button and the installation process will terminate. This EULA represents the entire agreement concerning the software product between you and CLMDS, LLC. It supersedes any prior proposal, representation, or understanding between the parties. A copy of this EULA is available for future reference in the following places: 1. From the ExpressManual™ Help File 2. From the ExpressManual™ About form (Help on the menu bar) 3. From the ExpressManual™ installation folder labeled "EULA" 4. From the CLMDS, LLC website, http://www.clmds.com/eula.htm EULA CONTENTS 1. Definition of terms 2. Warning 3. Ownership 4. Trademark 5. Grant of license 6. Restrictions and limitations of use 7. Termination of license 8. Maintenance, support and updates 9. Disclaimer 10. Limited liability 11. Governing law 12. Severability 13. Distributing 14. No waiver 15. Links to third-party sites 16. Reservation of rights 1. DEFINITIONS a. "The software" means the ExpressManual™ software product and everything included in its official distribution packages, such as the documentation, documents and templates, all plug-in applications, and all other such modules and applications. b. "The Software Trial Version" means the free database with modified functionality for user trial. All terms of this EULA apply to The Software Trial Version except Mandatory Activation, and thus Number of installations (see below). c. "The licensor" means Clinical Laboratory Marketing & Development Services, LLC ("CLMDS, LLC"). d. "License" means a non-exclusive legal right to use the software. e. "End User License Agreement ("EULA")" means this text document. This EULA is a legal agreement between you, an individual or a legal entity, and the licensor. You must accept all the terms in this EULA if you want to use or run the software in any way. f. "Legal entity" means, for the purpose of determining user licensing under this EULA: i. A CLIA licensed clinical laboratory at a single physical location, or ii. A CLIA licensed clinical laboratory with multiple testing facilities under a single administrative director that publishes a single Service Manual, or iii. CLIA licensed clinical laboratories (multiple testing facilities) under separate administrative directors, but using a single Charge Master, and publishing a single Service Manual. iv. For clinical laboratories falling outside these parameters, contact CLMDS, LLC. g. "Official distribution package" means the installation program containing the software that the user may obtain from the CLMDS, LLC official website http://www.clmds.com/. h. "Number of installations" means all use of the software of any kind. The software is "in use" on a computer when it is loaded into temporary memory (i.e., RAM) or installed into permanent memory (e.g., hard disk, CD-ROM drive, or other storage device) on that specific computer. 2. WARNING The software is protected by copyright laws and international copyright treaties as well as other intellectual property laws and treaties. Unauthorized reproduction or distribution of the software, or any portion of it, may result in severe criminal and civil penalties, and will be prosecuted to the maximum extent possible under law. 3. OWNERSHIP The software is proprietary to the licensor. The software product is licensed, not sold, to you notwithstanding any reference herein to "purchase". You acknowledge and agree that: a. The software is protected by copyright laws and international copyright treaties as well as other intellectual property laws and treaties. b. The licensor retains all copyrights and other intellectual property rights in the software. c. There are no implied licenses under this EULA, and any rights not expressly granted to you herein are reserved by the licensor. d. You acquire no ownership or other interest, other than your license rights, in or to the software. e. The licensor owns all copies of the software, however made. 4. TRADEMARK ExpressManual™ is a trademark of CLMDS, LLC. No right, license, or interest to such trademark is granted herein, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademark. 5. GRANT OF LICENSE The licensor is only willing to grant you these rights if you obtained the software from CLMDS, LLC. If you obtained the software from any other source, you may not install or use the software. The licensor grants to you, and you accept, the following non-exclusive rights if you comply with all terms and conditions of this EULA: a. Usage. You may install, use, access, and run the software in as many computers as allowed to you by the Activation Keys you obtained from CLMDS, LLC. b. Single User License. This license allows one installation. You may not install the software on or over a network or any other transfer device without each concurrent user having an original copy of the software, its documentation, and an Activation Key for each computer on which it is installed. c. CLMDS, LLC offers a free Trial version of the software at its website, http://www.clmds.com/products.htm for user evaluation. This effectively makes the software a "try before you buy" offer. The user may view all data output from the software Trial version in the Reports folder of the installed program. This is the user's test to make sure the software performs to your satisfaction. Therefore, you understand and agree that there is no refund policy for any purchase of the software. d. Mandatory Activation. THERE ARE TECHNOLOGICAL MEASURES IN THIS SOFTWARE DESIGNED TO PREVENT UNLICENSED USE OF THE SOFTWARE. You will not be able to exercise your rights to the software under this EULA unless you activate your copy of the software in the manner described during the launch sequence. The licensor uses these measures to confirm you have a legally licensed copy of the software. If you are not using a licensed copy of the software, you are not allowed to install the software. CLMDS, LLC will not collect any personally identifiable information from your device during this process. e. Multiple User License. Some users may desire additional numbers of installations at a single physical location beyond that granted under the Single User License (see above). Please contact us at the CLMDS, LLC website, http://www.clmds.com/ for additional information. Prices are subject to change without notice. f. Digital Signature. The software comes with a third-party digital signature from VeriSign, Inc. Customers who download digitally signed software can be confident that code really comes from the licensor and hasn't been altered or corrupted since it was created and signed. Digital IDs serve as virtual "shrink-wrap" for software: After signing our code, if it is tampered with in any way, the digital signature will break and alert customers that the code has been altered and is not trustworthy. g. Privacy. The licensor has not implemented any mechanism, protocol, method, or algorithm in the software that would collect sensitive information from your computer and then would automatically send the information to CLMDS, LLC without your knowledge or permission. h. Security. The licensor has not implemented any mechanism, protocol, method, or algorithm that would allow CLMDS, LLC to take full control of your computer without your knowledge or permission. i. License re-sell or transfer. You do not have the right to sell or otherwise transfer your legal right to use the software to any third party at any time or for any reason whatsoever. 6. RESTRICTIONS AND LIMITATIONS OF USE You are NOT allowed to: a. Modify, reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or discover the source code, or any parts of it, or discover or reconstruct any mechanism, algorithm, or a protocol from the binaries of the software. b. Reverse engineer or otherwise attempt to reconstruct or discover the source code, or any parts of it, or discover or reconstruct any mechanism, algorithm or a protocol from the software by running any kind of special monitoring software, such as registry monitoring software, or analyzing software, or other such tool. c. Use a program, source code, mechanism, method, protocol, or algorithm to bypass or to break the software security features, license validation, license validation routines, methods or algorithms, or any parts of them. d. Create derivative works based on the software (e.g., incorporate the software in a commercial product or service without a proper license), and without express written permission from the Licensor. e. Rent, lease, sub-license, convey, distribute, or otherwise transfer rights to the software to any third party at any time or for any reason whatsoever. f. Remove any product identification, copyright, proprietary notices, or labels from the software. g. Distribute, re-distribute, rent, lease, or sell your licensed version of the software or any portions of it or the EULA itself, the "ExpressManual™ EULA" file, or any portions of the license or the "ExpressManual™ EULA" file to any third party at any time or for any reason whatsoever. h. Rent or lease the software, any portions of it or its license, or any portions of a license to any third party at any time or for any reason whatsoever. i. Distribute the software in any form to any third party at any time or for any reason whatsoever. j. Use the software if you do not have a valid license, if you do not know who has bought the license, if you know that the copy you are using is illegal, or if the license itself is illegal or faked. k. Use, run, copy, distribute or store the software in your computer if this EULA is violated in any way. 7. TERMINATION OF LICENSE The licensor has the right to terminate this EULA if you do not abide by the terms and conditions of this EULA, in which case you must destroy all copies of the software and all of its component parts. 8. MAINTENANCE, SUPPORT, AND UPDATES The licensor is under no obligation to maintain, support, or update the software in any way, or to provide updates or error corrections. CLMDS, LLC offers users, at our sole discretion, a customizing service for ExpressManual™ reports. See our website (http://www.clmds.com/contact_us.htm) for details. CLMDS, LLC invites users to contact us with product improvement suggestions. 9. DISCLAIMER The licensor expressly disclaims all warranties, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability, of fitness for a particular purpose, non-infringement of third party intellectual property rights, and any warranty that may arise by reason of trade usage, custom, or course of dealing. Without limiting the foregoing, you acknowledge that the software is provided "as is" and that the licensor does not warrant that the software will run uninterrupted or error free, nor that the software will operate with hardware and/or software not provided by the licensor. This disclaimer of warranty constitutes an essential part of the agreement. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you, and you may have other rights, which vary from state to state. 10. LIMITED LIABILITY The entire risk as to results and performance of the software is assumed by you. Under no circumstances will the licensor be liable for any direct or special, indirect, incidental, exemplary or consequential damages of any kind or nature whatsoever, whether based on contract, warranty, tort (including negligence), strict liability or otherwise, arising out of, or in any way related to, the software or this agreement, even if the licensor has been advised of the possibility of such damage or if such damage could have been reasonably foreseen, and notwithstanding any failure of essential purpose of any exclusive remedy provided in this agreement. Such limitation on damages includes, but is not limited to, damages for loss of goodwill, lost profits, loss of data or software, work stoppage, computer failure or malfunction or impairment of other goods. In no event will the licensor be liable for the costs of procurement of substitute software or services. In addition, in no event will the total liability of the licensor in connection with this agreement or the software exceed the actual amount paid to the licensor, if any, for the software giving rise to the claim. The licensor accepts no liability in respect of any actions or claims based on the use of the software "as is" by you in life-critical applications. For purposes of this paragraph, the term "life-critical application" means an application in which the functioning or malfunctioning of the software may result directly or indirectly in physical injury or loss of human life. 11. GOVERNING LAW This EULA shall be construed and governed in accordance with the laws of the State of Delaware, U.S.A. 12. SEVERABILITY If any provision of this EULA is held to be void, invalid, unenforceable, or illegal by a court of competent jurisdiction, the other provisions shall continue in full force and effect, and such invalid provision shall be deemed to be severed from the EULA. 13. DISTRIBUTING The licensor is the sole distributor of the software. You may not redistribute the software or accompanying documentation to any third party at any time or for any reason whatsoever. 14. NO WAIVER The failure of either party to enforce any rights granted herein or to take action against the other party in the event of any breach of this EULA shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 15. LINKS TO THIRD PARTY SITES. The licensor is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. The licensor provides these links and access to third-party sites and services to you only as a convenience, and the inclusion of any link or access does not imply an endorsement by the licensor of the third-party site or service. 16. RESERVATION OF RIGHTS The licensor reserves all rights not expressly granted to you in this EULA. You agree to be bound by the terms of this EULA and its limitations by installing or otherwise using the software. If you do not agree, do not install or use the software in any way. ExpressManual™ Copyright 2005 – 2009 by: Clinical Laboratory Marketing & Development Services, LLC ("CLMDS, LLC") All rights reserved. http://www.clmds.com/ EULA version 1.2 (End of document)