Rxnt Web Site Use Agreement

RxNT Web Site Use Agreement

Please read the following terms and conditions of the RxNT Web Site Use Agreement (the “Agreement”) carefully and in its entirety before using this web site (the “RxNT Web Site”, currently located at www.rxnt.com).

1. Binding Agreement. This Agreement between Networking Technology Incorporated ("We", "Us" or "Our") and you as an Ordering Activity, defined in GSA Order ADM 4800.2 and as revised from time to time ("You" or "Your"), governs your use of the RxNT Web Site, including, without limitation, all content such as text, information, images, applications and audio (collectively, "Content") and all services ("Services") made available to you through the RxNT Web Site (this Site and the Content and Services are collectively referred to herein as the "Site") by us and/or third parties. This Agreement is a binding legal document that defines your rights and obligations relative to your use of this Site. In addition, if you have gained access to this Site as a member of a group, practice, hospital or other organization ("Organization"), your use in this Site may be subject to additional terms and conditions agreed to by your Organization and us. To the extent the terms of this Agreement conflict with the GSA Schedule contract, the GSA Schedule contract shall take precedence.

2. Your Use of Content. The Content consists of copyrighted works proprietary to us or to third parties who have provided us with Content ("Content Providers.") You may download and print a single copy of the Content solely for your use in connection with your internal non-commercial use. Any Content you download or print may not be altered in any way and must contain all copyright and proprietary rights notices that were contained in such Content. ANY UNAUTHORIZED OR UNAPPROVED USE OF ANY OF THE CONTENT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUBJECTS YOU TO ALL CIVIL AND CRIMINAL PENALTIES PROVIDED FOR UNDER DOMESTIC AND INTERNATIONAL COPYRIGHT LAWS AND TREATIES.

3. Intellectual Property Ownership. You agree that we (or our Content Providers) own all worldwide rights, titles and interests in and to the Site and all intellectual property rights therein. You may create a bookmark in your browser to the home page of the Site. Otherwise, you may not create a link to the Site without our prior written approval. All rights not expressly granted in this Agreement are reserved to us. No other rights or licenses, whether express, implied, arising by estoppels, or otherwise are conveyed or intended by this Agreement. To facilitate your access to and use of our Site or portions thereof, we may make certain software available to you. You agree to only use such software under the terms of this Agreement and only in connection with the Services made available to you through the Site.

4. Secured Access The Site is intended by us to require a userID and password to access and use. Certain Services may require additional codes. You are solely responsible for maintaining the strict confidentiality of the userIDs, passwords and codes (collectively, "IDs") we assign to you and any charges, damages, or losses that may be incurred or suffered as a result of your failure to do so. We are not liable for any harm related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person or entity to access and use the Site using your IDs. You agree to immediately notify us of any unauthorized use of your IDs or other need to deactivate an ID due to security concerns.

5. Advertisements and Links The Site contains advertisements placed by or on behalf of third parties. These advertisements may contain links to other web sites. For your convenience, we provide links on our Site to third party web sites. These third party web sites are not under our control and we are not responsible for

1 such third party web sites. UNLESS EXPRESSLY STATED BY US, WE DO NOT RECOMMEND OR ENDORSE PARTICULAR PRODUCTS, SERVICES OR WEB SITES OF ANY THIRD PARTIES OR MAKE ANY DETERMINATION WHETHER ANY SUCH PRODUCT, SERVICE, OR WEB SITE MAY BE EITHER NECESSARY OR APPROPRIATE FOR YOU OR FOR THE USE IN RENDERING CARE TO PATIENTS.

6. Outside the United States. Our corporate headquarters is in Annapolis, Maryland, in the United States of America. We make no claims that the Site is appropriate for access or use outside the U.S. Your access and/or use of our Site outside the U.S. is at your own risk, and you are responsible for compliance with the laws of your jurisdiction.

7. Access. All user information provided to us, including without limitation the information on the enrollment forms, must be current, accurate and complete. You are allowed to access and use the Site subject to the terms and conditions of this Agreement. You are responsible for notifying us immediately in the event of any unauthorized use of any password or account or any other suspected breach of security. Neither we, nor any of its licensors are liable for any loss or damage arising from your failure to comply with your responsibilities. You are solely responsible for all aspects of the information you submit (“User Data”) in the course of registering for and using the Services made available through the Site. We are not responsible or liable for the loss, destruction, deletion or failure to store any User Data.

8. Medical Disclaimers. The Content available through the Site is for informational and educational purposes only and is not a substitute for the professional judgment of the health care professional in diagnosing and treating patients. We do not give medical advice, nor do we provide medical or diagnostic services. Your reliance upon Content obtained by you at or through the Site is solely at your own risk.

9. Patient Data and Legal Compliance. The Services provided through the Site may enable you to transmit, store, and receive confidential patient information ("Patient Information"). State and Federal laws, as well as ethical and licensure requirements of your profession may impose obligations with respect to patient confidentiality that may limit your ability to make use of certain Services or to transmit certain information to third parties. You represent and warrant that you will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to you or your Organization that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Patient Information, and use your best efforts to cause all persons or entities under your direction or control to comply with such laws. You are, at all times during the term of this Agreement and thereafter, solely responsible for obtaining and maintaining or verifying that you or your Organization has obtained and is maintaining all patient consents and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information you transmit, store, or receive in connection with the Site and the Services. You agree that we, our licensors, and all other persons or entities involved in the operation of services provided through the Site, have the right to monitor, retrieve, store and use Patient Information in connection with the operation of such services, and are acting on your behalf in transmitting Patient Information. We will use commercially reasonable efforts to maintain the confidentiality of Patient Information you transmit and to prevent the disclosure of such information to third parties except in connection with the transmission, storage, retrieval, and disclosure of such information on your behalf and except as may be required or permitted by law. We reserve the right to use and disclose to third parties information gathered during your use of the Site for purposes required by or compliant with all applicable laws; such disclosures to third parties (e.g., our Content Providers) will be in the form of aggregate data only (such as overall patterns or demographic reports) and shall not include any personally-identifiable information (as defined by law). WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED USING THE SITE OR THE SERVICES.

2 10. Security. We will endeavor to use appropriate security measures to protect the confidentiality of Patient Information. We will use industry standard encryption technology (e.g. 3.0 Secure Socket Layer protocol with 128-bit public key encryption technology) in arranging for the transmission of Patient Information. In addition, you also acknowledge and agree that no form of encryption is fool proof. You agree to take all additional steps necessary to ensure that the text of your e-mail messages and all attachments to your e-mail messages are completely secure.

11. General Disclaimers. THE SITE IS PROVIDED TO YOU ON AN "AS IS, WITH ALL FAULTS" BASIS, AND YOUR USE THEREOF IS AT YOUR OWN RISK. WE MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY CONTENT IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, OR (3) IS COMPLETELY SECURE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE. Some jurisdictions do not permit the exclusion or limitation of implied warranties. Therefore, only if required by applicable law, some or all of the exclusions or limitations above may not apply to you. You may have other rights from jurisdiction to jurisdiction.

12. Exclusion of Damages. UNDER NO CIRCUMSTANCES WHATSOEVER WILL WE BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO (1) YOUR USE OF THE SITE, OR RELIANCE ON THE CONTENT, OR (2) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY US OR OUR CONTENT PROVIDERS. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not permit the exclusion of certain types of damages. Therefore, only if required by applicable law, some or all of the exclusions above may not apply to you. You may have other rights from jurisdiction to jurisdiction.

13. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND WE AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE LESSER OF $1,000 OR THE FEES YOU OR YOUR ORGANIZATION PAID US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM. YOU AND WE AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND US AND REFLECTS THE FEES, IF ANY, WE CHARGE YOU TO USE THE SITE. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SITE TO YOU.

14. Indemnity. You agree to defend, indemnify and hold us (including but not limited to our officers, directors, employees, agents and suppliers) harmless against all claims, actions, liabilities, losses, expenses, damages and costs (including without limitation, reasonable attorneys' fees) (“Claims”) that may be at any

3 time incurred by us by reason of any claims, suits or proceedings arising from (1) your use of the Site or the use of the Site by any other party authorized by you or using your credentials and (2) any breach by you of any representation, warranty or duty hereunder.

Notwithstanding the foregoing, if you are an agency or instrumentality of the Federal Government, all provisions in this Agreement requiring you to indemnify any party are hereby deleted and shall not apply.

15. Export Law. The Content and the Services available to you through the RxNT Website is subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not export the Content or the Services, under any circumstances whatsoever, and by using the Content and the Services, you warrant that your receipt of the Content and the Services does not violate the laws or regulations, including applicable sanctions or embargoes, of the United States or any other country. You agree to indemnify and hold us (including but not limited to our officers, directors, employees, agents and suppliers) harmless from any and all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation reasonable attorneys’ fees) arising from or related to any breach by you of your obligations and warranty under this paragraph.

16. U.S. Government Use. The Content and the Services is a “commercial item” as that term is defined at FAR 2.101, consisting of “commercial technical data”, “commercial databases”, “commercial computer software”, and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and is provided to the U.S. Government only as a commercial end item with restricted rights. Consistent with FAR 12.212, FAR 52.227 and DFARS 227.7202, and any agency FAR Supplements or similar acquisition regulations, as applicable, all U.S. Government end users acquire the Content and the Services with only those rights set forth in this Agreement and subject to the limitations and restrictions set forth in the referenced regulations.

17. Entire Agreement. This Agreement contains the entire agreement between you and us relating to the subject matter hereof, and supersedes any other proposal or prior agreement, oral or written, and any other communications in relation to the subject matter of this Agreement. Notwithstanding the foregoing, this Agreement does not supersede or take precedence over the GSA Schedule contract.

18. Termination; Survival. This Agreement will terminate immediately without notice to you if you breach any material term or condition of this Agreement. We reserve the right to modify the Content and the Services made available to you through the Site, or to terminate this Agreement at any time without notice to you. The foregoing does not apply if you are an agency or instrumentality of the Federal Government.

Upon termination, our obligation to provide you access to the Content and Services made available to you through the Site shall cease. You may terminate this Agreement by providing us with written notice of your termination and ceasing to use or access the Site. Sections 8, 9, 10, 12, 13, 14, 15, 17 and 20 of this Agreement survive the expiration or termination of this Agreement for any reason whatsoever.

19. Physicians. Certain Services are intended for access and use solely by physicians and authorized members of their staff. If you are a physician, or a physician's authorized representative, it is your sole responsibility to identify members of your staff who should be permitted to access and use such Services, and to authorize, monitor, and control access to and use such Services by your staff members.

20. Assignment; Waiver; Severability. You may not assign or delegate your rights or obligations under this Agreement without our prior written permission. Any attempt by you to assign or delegate your rights or obligations under this Agreement without our permission shall be null and void. The waiver by us of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or a

4 subsequent breach of the same or a different kind. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

21. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Maryland, exclusively, as such laws apply to contracts between Maryland residents performed entirely within Maryland.

Notwithstanding the foregoing, if you are an agency or instrumentality of the Federal Government, this Agreement shall be governed and interpreted and enforced in accordance with the laws of the United States of America without reference to conflict of laws, and dispute resolution shall take place in a forum, and within the time period, prescribed by applicable federal law. Furthermore, to the extent permitted by federal law, the laws of the State of Maryland (excluding its choice of law rules) will apply in the absence of applicable federal law. No equitable or injunctive relief, and no shifting of legal fees or costs, may be sought against you except as, and then only to the extent, specifically authorized by applicable federal statute.

22. Arbitration; Choice of Forum and Venue. Any dispute, controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in Anne Arundel County Maryland, by a single arbitrator in accordance with the American Arbitration Association (“AAA”) rules. The arbitrator shall be empowered to award only those damages which are permitted in this Agreement, subject to any disclaimers of damages and liability limits set forth herein. The award rendered by the arbitrator shall include costs of the arbitration and reasonable costs for experts and other witnesses. Judgment on the award may be entered in any court having jurisdiction. Nothing in this Agreement shall be deemed as preventing either party from seeking provisional relief from any court of competent jurisdiction, in order to protect that party’s name or proprietary rights. The award of the arbitrator shall be final and binding upon the parties without appeal or review except as permitted by Maryland law.