Defined terms

1. Definitions

1.1 Capitalized terms in this Agreement not otherwise defined herein shal lhave the following meanings:

Authorised Users (and Additional Authorized Users): those personnel of Customer who are authorised by the Supplier to have User Subscriptions to the Services, as further described in Schedule 2 attached hereto, and subject to the terms hereunder.

Business Day: any day which is not a Saturday, Sunday or public holiday in the United States

Confidential Information: information that is reasonably construed to be proprietary or confidential to the Supplier, and which may be provided in connection with the Services hereunder, or which Customer otherwise has access to, including but not limited to any details of the Services, any software code, Supplier’s technical, business, customer, pricing or other information.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Effective Date: This Agreement will be effective as of the date this Agreement is signed by both parties.

Initial Subscription Term: As defined in Schedule 3.

Normal Business Hours: 9:00 am to 5:00 pm local Eastern Standard time, each Business Day.

Phase 1: As defined in Schedule 3.

Phase(s): Each a time period identified as either Phase 1, Phase 2, or Phase 3, as indicated in Schedule 3.

Renewal Period: the period described in clause 14.1.

Services: the subscription services provided by the Supplier to the Customer under this Agreement via http://weiss.medtricslab.comor any other website notified to the Customer by the Supplier from time to time, as more particularly described in Schedule 1.

Software: the online software applications and/or any other software as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in Schedule 2attached hereto.

Subscription Term: has the meaning given in clause 14.1.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 and as set forth in Schedule 2 attached hereto, which entitle Authorised Users or Additional Authorized Users to access and use the Services in accordance with this Agreement.

Virus: any thing or device (including any software ,code, file or program) which has the following result: prevents, impairs or otherwise adversely affects the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevents, impairs or otherwise adversely affects access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affects the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, section, schedule and paragraph headings and/or references shall not affect the interpretation of this Agreement.

1.3 Words in the singular shall include the plural and vice versa.

1.4 A reference to one gender shall include a reference to the other genders.

1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2. User subscriptions; Restricted License Grant

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with Sections 3.3 and clause 9.1, the restrictions set out in this Section 2. and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a fully removable, non-exclusive, non-transferable, non-sublicense-able license to access and use the Services during the Subscription Term solely for the Customer's commercial, internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not differ from that which is defined in Schedule 2 of this agreement;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety toanother individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/orDocumentation;

(c) each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than every three months and that each Authorised User shall keep his password confidential;

(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within [5] Business Days of the Supplier’s written request at any time or times;

(e) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;

(f) if any of the audits referred to in clause 2.(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and

(g) if any of the audits referred to in clause 2.(e)reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph Error: Reference source not found of Schedule 1 within [10] Business Days of the date of the relevant audit.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

(f) causes damage or injury to any person or property;

and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. In the case of a breach the Customer will be able to request that records or information containing the personally identifiable information of their employees and other users be provided in a CSV,XLS, or PDF format; Any proprietary information belonging to the Customer in use within Medtrics, such as developed curriculum, instructional methods etc. will be provided to the Customer in a CSV or XML format export.

2.4 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(c) use the Services and/or Documentation to provide services to third parties; or

(d) subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.; and

2.5 The Customer and Supplier shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.6 The rights provided under this clause 2. are granted to the Customer and Supplier only, and shall not be considered granted to any subsidiary or holding company or other affiliate of the Customer or Supplier.

3. Additional user subscriptions

3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, request a purchase of additional User Subscriptions in excess of the number set out in Schedule 2 attached hereto, and of granted by Supplier, the Supplier shall grant access to the Services to such additional Authorised Users in accordance with the provisions of this Agreement and under the Subscription Fee terms set forth in Schedule 2 attached hereto.

3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or disapproval of the request.

3.3 If the Supplier approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in Schedule 2 attached here to and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. Services

4.1 The Supplier shall, during the Subscription Term, provide and make available the Services to the Customer on and subject to the terms of this Agreement.

4.2 The Supplier shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance undertaken outside of Normal Business Hours.

(b) unscheduled maintenance performed during Normal Business Hours.

5. Customer data

5.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2 The Supplier shall follow its archiving procedures for Customer Data as per Supplier’s company policy

5.3  If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:

(a) the Customer’s personal data within Medtrics may not be transferred or stored outside the United States or the country where the Customer and the Authorised Users are located, unless specifically requested by the Customer and agreed to by the Supplier;

(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may process and transfer the personal data in accordance with this agreement on the Customer's behalf;

(c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

(d) Customer shall take appropriate technical and organizational measures against unauthorised or unlawful processing of the personal data or its accidentalloss, destruction or damage.

6. Third Party Providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk.  The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party.  Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier.  The Supplier recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. Supplier's Obligations

7.1 The Supplier undertakes that the Services will be provided materially in accordance with the terms hereof and with reasonable skill and care.

7.2  The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:

(a)           does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, or as a result of action undertaken by Customer’s employees acting against the Customer’s interests, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. In the event that the Customer is in non compliance with this agreement due to the actions of an employee of the Customer, acting without authorization of the Customer, the Supplier shall provide a restoration of the Customer’s data via a backup, the Date and Time of the backup used to perform such restoration will be agreed upon by the Customer and Supplier.

(c) In the case of an intrusion into the Services by an unauthorised third party, both the Supplier and Customer shall undertake all reasonable commercially viable actions to ensure the integrity and further protection of the Customer’s data.

7.3 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similarto or the same as those provided under this Agreement.

7.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

8. Customer's Obligations

The Customer shall (and shall ensure that all of its personnel who are Authorized Users hereunder) shall:

(a) provide the Supplier with:

(i) all necessary co-operation in relation to this Agreement; and

(ii) all necessary access to such information as may be required by the Supplier;

in order to render the Services, including but not limited to Customer Data, security access information and configuration services;

(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;

(c) carryout all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary, and adjust any related fees hereunder in connection with said adjustment;

(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this agreement;

(e) obtain and shall maintain all necessary licenses, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;

(g) not provide any patient information or other personally identifiable information whatsoever in connection with Customer’s use of the Services hereunder; and

(h) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss ordamage arising from or relating to the Customer's network connections ortelecommunications links or caused by the internet.

9.  Charges and Payment

9.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9.and Schedule 2 attached hereto.  A list of User Subscriptions(including Authorized User and any Additional Authorized is set forth in Schedule 2 attached hereto).  

9.2 Unless paying by a different means approved in advance by Supplier, the Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

(a) it credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:

(i) On the first day of each Phase for the value as indicated under Schedule 2.

(ii) On the first day of each Renewal Period for the value as indicated under Schedule2.  

(b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:

(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(ii) subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

and the Customer shall pay each invoice within 30 days after the date of such invoice.

9.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a)  the Supplier may, without liability to the Customer, terminate this Agreement effective immediately and/or disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on such due amounts at an annual rate equal to 3% at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid.

9.4 All amounts and fees stated or referred to in this Agreement:

(a) shall be payable in US Dollars

(b) are non-cancellable and non-refundable;

(c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s)at the appropriate rate.

9.5 The Supplier shall be entitled to reasonably increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 and/or pursuant to this Section9.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and 2 shall be deemed to have been amended accordingly.

10. Proprietary Rights

10.1 The Customer acknowledges and agrees that the Supplier owns and/or has rights to all intellectual property rights in and to the Services (including any and all software related thereto), and all derivative rights thereto. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

10.2 The Customer owns all personal information on its employees as well as any internally developed proprietary information entered into the Software.

10.3 The Supplier owns all content developed for the Customer at the Customer’s request, and provides access to that content to the Customer within the Software for the duration of this Agreement.

10.4 The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

11. Confidentiality

11.1 Customer may be given access to Confidential Information from the Supplier in order to perform its obligations under this Agreement. Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party's lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

11.2 Customer shall hold the Confidential Information in confidence and, unless required by law, not make the Supplier’s Confidential Information available to any third party, or use the Confidential Information for any purpose other than the implementation of this Agreement.

11.3 Customer shall take all reasonable steps to ensure that the Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

11.4 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

11.5 This clause 11. shall survive termination of this Agreement, however arising.

12. Indemnity

12.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and attorney fees) brought against Supplier and which arise out of or in connection with the Customer's use of the Services in a manner contrary to documentation, the terms of this agreement or instructions provided by Supplier, including but not limited to any claim brought by any of Customer’s patients, provided that:

(a) the Customer is given prompt notice of any such claim; and

(b) the Supplier provides reasonable co-operation to the Customer in the defense and settlement of such claim, at the Customer's expense; and

(c) at Supplier’s expense, the Suppler is given authority to defend or settle the claim, at Supplier’s discretion.

12.2 The Supplier shall defend, indemnify and hold harmless the Customer against claims, actions, proceedings, losses, damages, expenses and costs(including without limitation court costs and attorney fees) brought against Customer and which arise out of or in connection with the Customer's use of the Services as intended per the terms of this agreement or other documentation or instructions provided by Supplier, including but not limited to any claims of patent infringement, provided that:

(a) the Supplier is given prompt notice of any such claim; and

(b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and

(c) at Customer’s expense, the Customer is given authority to defend or settle the claim, at Customer’s discretion.

12.3 In the defense or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement effective immediately without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services by anyone other than the Supplier; or

(b) the Customer's use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or

(c) the Customer's use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

13. Limitation of liability

13.1 Excluding Section 12, this Section 13. sets out the entire liability of the either party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party in respect of:

(a) any breach of this agreement;

(b) any use made of the Services or any part of them; and

(c) any representation, statement or tortious act or omission (including negligence)arising under or in connection with this agreement.

13.2 Except as expressly and specifically provided in this agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

(c) the Services are provided to the Customer on an "as is" basis.

13.3  Nothing in this agreement excludes the liability of the Supplier or Customer:

(a) for fraud or fraudulent misrepresentation.

13.4 Subject to clause 13.2 and clause 13.3:

(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any consequential damages, including any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

(b) either party’s total aggregate liability under this Agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

14. Term and Termination

14.1 This Agreement will commence on the Effective Date. The Services will begin at the start of the Initial Subscription Term as described in Schedule 2. Once the Initial Subscription Term ends, this Agreement will be renewed for successive periods of 12 months (each a Renewal Period) at the Suppliers sole discretion unless cancelled prior to the expiration of the Initial Subscription Term or then current Renewal Period.  

(a) At the end of the Initial Subscription Term, Supplier grants to Customer (in writing)the right to renew for a Renewal Period for the Renewal Period, and provided further that:

(b) Supplier agrees (in writing) to the Subscription Fees for the Renewal Period, which maybe increased or otherwise revised from the Subscription Fees for the Initial Subscription Term, based on the revised number of Authorized Users, or based on some other change at Supplier’s discretion;

and the Initial Subscription Term together with any subsequent Renewal Periods (if any) shall constitute the Subscription Term.

14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:

(a) the other party commits a material breach of any of the terms of this agreement and(if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or

(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors; or

(d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or

(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

(f) the other party ceases, or threatens to cease, to trade; or

(g) in the event the Customer violates any of the license restrictions and/or any other term of this Agreement, the Supplier may terminate this Agreement, effective immediately.

14.3 On termination of this agreement for any reason:

(a) all licenses granted under this agreement shall immediately terminate;

(b) Customer shall make no further use of any Services, including any equipment or property relates thereto, and all items (and all copies of them) exchanged in connection with the Services hereunder belonging to the other party shall be returned to the other party hereto;

(c) the Supplier will destroy or otherwise dispose of any of the Customer Data in its possession at the time of termination. Customer’s data will be provided to the min the form of the most recent back-up, which the Customer will have 30 days to access from the date of termination. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination(whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and

(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

15. Force Majeure

The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

16. Waiver

16.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

16.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

17. Severance

17.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties hereto.

18. Entire Agreement

18.1 This Agreement, and any attached Schedules associated herewith, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

18.2 Each of the parties hereto acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this Agreement.

19.  Assignment

19.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

19.2 The Supplier may at any time assign, transfer, charge, sub-contract ordeal in any other manner with all or any of its rights or obligations under this agreement.

20. No Partnership or Agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).  The parties hereto shall be deemed independent contractors of each other.

21. Third Party rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement.

22. Notices

22.1 Any notice required to be given under this Agreement shall be inwriting and if by regular mail shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number asset out in this agreement, or by email.

23. Governing Law and jurisdiction

23.1 This Agreement and any disputes or claims arising out of or in connection with it shall be governed by, and construed in accordance with, the law of the State of Pennsylvania.

23.2 The parties hereto irrevocably agree that the courts of the state of Pennsylvania have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.

SCHEDULE 1

DESCRIPTION OF SERVICES

PLEASE REFER TO YOUR ACTIVE AGREEMENT WITHMEDTRICS LAB LLC.

SCHEDULE 2

SUBSCRIPTION FEES & AUTHORIZED USERS

PLEASE REFER TO YOUR ACTIVE AGREEMENT WITH MEDTRICS LAB LLC.

SCHEDULE 3

SUBSCRIPTION TERM

PLEASEREFER TO YOUR ACTIVE AGREEMENT WITH MEDTRICS LAB LLC.