END USER LICENSE AGREEMENT

This End-User License Agreement (this "EULA") is a legal agreement between you ("Licensee") and [PROVIDENCE HEALTHCARE], Inc. ("Licensor"), the owner of the software, including all HTML files, XML files, Java files, graphics files, animation files, data files, technology, development tools, scripts and programs, both in object code and source code (the "Software"), the deliverables provided pursuant to this EULA, which may include associated media, printed materials, and "online" or electronic documentation.

By using the Software, Licensee agrees to be bound by the terms and conditions set forth in this EULA. If Licensee does not agree to the terms and conditions set forth in this EULA, then Licensee may not use the Software.

1. Grant of License, Intellectual Property Rights

A) Scope of License. Subject to the terms of this EULA, Licensor hereby grants to Licensee a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Software solely in accordance with this Agreement) through AWS Cloud Services, for its own internal business use. No rights are granted to Licensee in respect of the Software other than as expressly set out in this EULA.
B) All now known or hereafter known tangible and intangible rights, title, interest, copyrights and moral rights in and to the Software, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are owned by Licensor. The Software is protected by all applicable copyright laws and international treaties.


2. Limitations and Restrictions. 

A) Limitations Licensee will not use the Software in any manner or for any purpose other than as expressly permitted by this Agreement. Licensee will not, nor will it attempt to 
   (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of Software, 
   (b) reverse engineer, disassemble, or decompile the Software or apply any other process or procedure to derive the source code or underlying logic of the Software or any algorithm contained in the Software (except to the extent applicable law doesn’t allow this restriction), 
   (c) access or use the Software in a way intended to avoid incurring fees or exceeding usage limits or quotas, or 
   (d) resell or sublicense the Software

B) Separation of Components. The Software is licensed as a single product. Its components may not be separated. 


3. No Support. Licensor has no obligation to provide support services for the Software. 


4. Duration. This EULA is effective for One Time Use Per Run or until:

A) Automatically terminated or suspended if Licensee fails to comply with any of the terms and conditions set forth in this EULA; or

B) Terminated or suspended by Licensor, with or without cause.
In the event this EULA is terminated, Licensee must cease use of the Software and destroy all copies of the Software in its possession (if any). 


5. Jurisdiction. This EULA shall be deemed to have been made in, and shall be construed pursuant to the laws of the province of British Columbia, without regard to conflicts of laws provisions thereof. Any legal action or proceeding relating to this EULA shall be brought exclusively in provincial or federal courts located in Vancouver, British Columbia, and each party consents to the jurisdiction thereof. The prevailing party in any action to enforce this EULA shall be entitled to recover costs and expenses including, without limitation, attorneys’ fees. 


6. Non-Transferable. This EULA is not assignable or transferable by Licensee, and any attempt to do so would be void. 


7. Severability.  No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable.


8. WARRANTY DISCLAIMER. LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSEE ACCEPTS ANY AND ALL RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, THE SOFTWARE DOES NOT FORM OR REPLACE ANY TYPE OF MEDICAL ADVICE, NOR SHOULD IT BE RELIED UPON IN ANY WAY FOR THE PURPOSE OF MAKING ANY MEDICAL, CLINICAL OR SIMILAR DECISIONS.


9. LIMITATION OF LIABILITY. LICENSOR SHALL NOT BE LIABLE TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRCUMSTANCES SHALL LICENSOR’S AGGREGATE LIABILITY TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE, EXCEED THE FINANCIAL AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE.


10. Entire Agreement. This EULA constitutes the entire agreement between Licensor and Licensee and supersedes all prior understandings of Licensor and Licensee, including any prior representation, statement, condition, or warranty with respect to the subject matter of this EULA.