Think Research Corporation
END USER LICENSE AGREEMENT (EULA)

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Except for third party software products that have their own end user license agreement terms, each software product and related documentation that you are about to use, including the content, images, fonts, and alerts, as well as any third party software or content incorporated therein, in any media or other form (collectively “Software”) is offered to you by Think Research Corporation (the “Company”) of 351 King St E #500, Toronto, ON M5A 0L6 only for use in accordance with the terms and conditions of this End User License Agreement (“License”). BY USING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE.

Every effort has been made to ensure that the information provided in the Software is up to date and complete, but no guarantee is made to that effect. In addition, any drug information contained in the Software may be time sensitive.

PROFESSIONAL RESPONSIBILITY. The Software does not endorse drugs, diagnose patients or recommend therapies or medical treatments of any kind. The Software is a voluntary resource and tool designed to assist licensed healthcare practitioners in caring for their patients. Healthcare practitioners should use their professional judgment in using the information provided. The Software is not a substitute for the care provided by licensed healthcare practitioners. The absence of a warning for a given drug, therapy or combination(s) thereof in no way should be construed to indicate that the drug, therapy or combination(s) thereof is safe, effective or appropriate for any given product.

The Company does not assume any responsibility for any aspect of healthcare administered with the aid of the Software.

GRANT OF LICENSE. Subject to the terms and conditions of this License and any applicable third party license conditions, and any limitations imposed as part of a special beta test, trial, or promotional program, the Company hereby grants you a limited, non-exclusive, non-transferrable, non-assignable, revocable, terminable, personal license to use the Software in strict accordance with the terms of this License, and the Company reserves all other rights. For greater certainty, this License does not grant you any rights with respect to any third party applications and/or products.

RESTRICTIONS ON USE. Unless expressly permitted by this License, or otherwise by applicable law or by the Company in writing, you shall not: (i) use, reproduce, modify, adapt, translate, update or transmit the Software, in whole or in part; (ii) rent, lease, sublease, copy, distribute, license, sublicense, transfer, lend, or otherwise provide access or distribute rights to the Software to any other party; (iii) alter, remove, or cover trademarks or proprietary notices on the Software; (iv) directly or indirectly export, import or transmit the Software to any country in contravention of the laws of that country or the laws of the United States or Canada; (v) use the Software except on the Company product(s) where it resides when purchased; (vi) decompile, reverse engineer, disassemble, decrypt, unbundle, extract or otherwise attempt or assist others to discover the source code, or modify, network, or create derivative works based upon the Software or the documentation in whole or in part, nor permit any other party to do so (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by licensing terms governing the use of open-sourced components included with the Software); (vii) use the Software for commercial purposes of any sort, without previous written approval by the Company; (viii) have your rights under the License exercised by or through any third party; (iv) use the Software to offer any outsourcing, data processing, service bureau, time-sharing or other services to third parties; (v) use the Software or any component thereof for any purposes competitive with the Company or any of the Company’s service providers or licensors; or (vi) separate the software into component parts.

The Company has no obligation under the License to provide maintenance, support, or training. YOU ARE SOLELY RESPONSIBLE FOR USING THE SOFTWARE IN A MANNER CONSISTENT WITH ALL APPLICABLE INTERNATIONAL, REGIONAL, FEDERAL, NATIONAL, AND LOCAL LAWS (“APPLICABLE LAWS AND REGULATIONS”).

OWNERSHIP. The Software is protected by Canadian, US and international copyright and intellectual property laws. All rights, title, and interest in and to the Software are owned by the Company or its affiliates and suppliers and the Company and its affiliates retain all rights in and to the Software including, without limitation, the source code, object code and any related information and documentation. By acquiring or using this Software, you do not become the owner of the Software but are entitled only to use the Software in accordance with the terms of this License. The Software constitutes the valuable and proprietary and confidential information of the Company or its affiliates and suppliers, and is protected by applicable copyright laws and intellectual property laws and treaties. Accordingly, you are required to treat the Software like any other proprietary, confidential, and copyrighted material, except as otherwise permitted by the License.

In the event that, despite the “Restrictions on Use” set out above, any derivative work based on the Software is created by you or on your behalf, the Company will be the exclusive owner of such derivative work. Promptly after the creation of any such derivative work, you will deliver to the Company the source code and documentation of such work, and you will provide (without need for any compensation) all assistance reasonably requested by the Company to ensure that any such derivative work vests in the name of the Company.

Title and intellectual property rights to any third party content displayed by or accessed through the Software belong to the respective content owner or third party provider. Such content may be protected by copyright, trademark or other intellectual property laws and treaties and may be subject to terms of use of the third party providing such content. This License does not grant you any rights to use such content.

This section shall survive the termination or expiry of this License.

DISCLOSURE RESTRICTIONS. You acknowledge that the Software, including the source code for the Software and any information derived therefrom, constitutes a valuable trade secret of the Company. If you should gain access to such materials, you shall not disclose them to anyone.

TRANSFER RESTRICTIONS. You may not sublicense, delegate, assign or otherwise transfer this Agreement, the license granted herein, or any other of your rights or obligations under this Agreement, in whole or in part.

YOUR ACCOUNT INFORMATION. You agree not to provide any false information through the Software or to create an account for anyone other than yourself. Your account is personal to you, which means that you are not authorized to transfer, loan, give or sell your account information. You agree to keep your contact, account information and Personal Information updated and accurate. It is your responsibility to keep your account identity and password confidential, and you must notify the Company immediately in the event of any loss, disclosure, or misuse of your account identity or password. You are solely responsible for any loss or damage from your failure to comply with this security obligation. If your account has been terminated or suspended for any reason, you may not re-register to use the Software without the prior written content of the Company, which may or may not be granted, at the sole discretion of the Company. You are responsible for any mobile fees or charges that may apply in accessing the Software.

DATA COLLECTION AND PRIVACY POLICY. You acknowledge and agree that the Company may collect and retain information about you, such as your name, age, gender, and email address (“Personal Information”). Collection of this Personal Information and use of Personal Information is for the administration of the Software and other related support services, such as customer service requests and inquiries. Personal Information collected as part of the creation of a user profile (which may include the Personal Information listed above as well as other information such as medical specialty and medical school) may be used to provide context with regards to usage of the Software; the user profile fields help further stratify document submission and application usage to provide greater insights into clinical practices and variations in user behaviour. We will not sell, share, or transfer this data to third parties unless we indicate this to you. You understand that we may employ other companies to perform functions on our behalf, such as sending emails, or providing marketing assistance. These companies may have access to Personal Information needed to perform their functions, and may not use such information for other purposes.. We do not authorize any of these service providers to make any other use of the Information or to contact end users outside the context of these services. We use commercially reasonable efforts to ensure that our agents or subcontractors to whom we provide your information for purposes of assisting us in providing the services, agree to the same or similar restrictions and conditions that apply to us with respect to such information, including the obligation to implement reasonable safeguards to protect it. By assenting to this agreement, or using the software you agree that you understand and accept our data collection and privacy policy. If you would like to inquire about our data collection policies, or make changes to your data, please email us at privacy@thinkresearch.com.

We will use Personal Information that we may collect or obtain in connection with the Software in accordance with our Privacy Policy www.thinkresearch.com/ca/company/privacy-policy, and, to the maximum extent permitted by law, you agree that we may do so. Notwithstanding, you are aware that you are not legally obligated to provide us Personal information, and you hereby confirm that using the Software and providing us Personal Information in relation thereto is at your own free will. We reserve the right to change our privacy policy at any time. If we decide to change our Privacy Policy, we will post the updated Privacy Policy to our web site, www.thinkresearch.com/ca/company/privacy-policy. In the event that the Company goes through a business change, such as a merger, acquisition or sale, your Personal Information will likely be among the assets transferred. You acknowledge that such transfers may occur, and that any acquirer of the Company or its assets may continue to use your Personal Information as set forth herein. You hereby consent to us sharing your Personal Information under the above circumstances.

We may transfer your Personal Information to our local or foreign subsidiaries or affiliated companies for the purpose of storing or processing such information on our behalf. Such information may be transferred to other countries. However, it is always in accordance with applicable data protection laws, including having commercially reasonable safeguards and appropriate mechanisms in place to allow for lawful transfer of data across borders. We require that these parties agree to process such information in compliance with our Privacy Policy.

NOT A SYSTEM OF RECORD. You acknowledge and agree that the Software does not in any way constitute a system of record.

EMAILS. If you have registered with us, you consent to allow us to contact you to provide you with information concerning your account, your alerts, and your use of our Software. Additionally, with each commercial communication you receive from us, you will be given the opportunity to indicate that you wish to “Unsubscribe” from receiving such future communications.

YOUR OTHER RESPONSIBILITIES. You are responsible for: (a) ensuring that you have all necessary rights and licenses to use all other software, hardware, databases, internet browsers and materials necessary to meet the minimum system requirements to make use of the Software, including access to the Internet; (b) ensuring the security of your computer system and information, including maintaining appropriate anti-virus software and firewalls; (c) providing the Company with any requirements that are reasonable in the circumstances to ensure that any Personal Information or PHI in your control but entrusted to the Company is protected against theft, loss and unauthorized use or disclosure and to ensure that the records containing the information are protected against unauthorized copying, modification or disposal; and (d) otherwise providing any cooperation or assistance to the Company as requested or required by the Company.

TXCONNECT. This section applies in the event that you use TxConnect and/or any TxConnect reference libraries (the “Reference Libraries”) as a part of the Software. You agree to: (i) use the Company’s evidence-based, standardized modular order set format (the “Format”) for all order sets approved for clinical use; (ii) store within TxConnect all clinical documents derived from the Company’s Reference Libraries, which are approved for clinical use within TxConnect, to make them available as a shared resource to the Company’s other licensees through TxConnect’s collaborative libraries; and (iii) have one order set Format. You hereby grant to the Company a royalty free right to use, in perpetuity, any order sets and other content uploaded to TxConnect by you or on your behalf (the “Licensee Posted Content”), for TxConnect’s collaborative libraries, which are made available to the Company’s other clients. You agree that the Licensee Posted Content and any order sets or other documents or content generated through the use of TxConnect may only be used for your normal internal business purposes and for no other purpose. You may not sell, resell, rent, assign, transfer or pursue any other commercial activity, other than your normal internal business activity with respect to the Licensee Posted Content or any order sets, documents or other content generated through the use of TxConnect. The Company will own, at all times, all right, title and interest in and to TxConnect, the web pages contained thereunder, the database developed in connection with TxConnect, all order sets and other content contained in the Reference Libraries, and all copyright and/or intellectual property in and to the foregoing, with the exception of the Licensee Posted Content. You acknowledge that copyright subsists in the documents within the Reference Libraries, that ownership of the copyright vests exclusively in the Company, and that but for this License, production, reproduction or publication of such copyrighted material or any translation thereof would infringe the copyright of the Company. You acknowledge and agree that TxConnect, the Reference Libraries and the Format contain the Company’s proprietary and confidential information and the unauthorized copying, use, disclosure, access or disposition of such confidential information, including commercial use or disclosure to a competitor of the Company will cause irreparable injury to the Company. You have the sole right to decide whether to use any order sets or other content made available to you by the Company. You may modify the content of any order set, order set methodology or other content that is provided by the Company through TxConnect; provided, however, that you remain solely responsible and liable for any such modification. The Company may use a continuous area of up to 2% of the printable page area of each document posted in TxConnect for tracking, barcoding or digitally signing the content of the document (including to detect alteration or counter-fitting).

WARRANTY. YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. EXCEPT FOR WARRANTIES WHICH MAY NOT BE DISCLAIMED AS A MATTER OF LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OR ARISING FROM STATUTE, OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE ACCURACY OR NATURE OF THE CONTENT AND DATA WITHIN OR ACCESSIBLE THROUGH OR PROVIDED BY THE SOFTWARE, TITLE, MERCHANTABILITY, MERCHANTIBLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF OTHER’S INTELLECTUAL PROPERTY RIGHTS, RELIABILITY, QUIET ENJOYMENT, AND DURABILITY. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

The Company does not provide any representations, warranties, or support with respect to, and the Company does not endorse, any third party applications, software, hardware, databases, or other products or services required or desirable in the operation of the Software. The Company will not be responsible for the failure of, or incomplete or inaccurate data provided by, any such third party applications, software, hardware, databases, or other products or services, or the incompatibility of such third party applications, software, hardware, databases, or other products or services with the Software.

You acknowledge that updates to the Software and any content contained therein are at the sole discretion of the Company. The Company makes no representations or warranties whatsoever, express or implied, with respect to the compatibility of the Software, or future releases thereof, with any computer hardware or software, nor does the Company represent or warrant the continuity of features or the facilities provided by or through the Software as between various releases thereof.

Any warranties expressly provided herein do not apply if: (i) you alter, mishandle or improperly use, store or install all, or any part, of the Software, (ii) you use, store or install the Software on a computer system which fails to meet the specifications provided by the Company, (iii) the breach of warranty arises out of or in connection with acts or omissions of persons other than the Company, or (iv) if failure of the Software has resulted from accident, abuse, misapplication, a virus or use in contravention of this License. The Company’s and its suppliers’ entire liability and your sole remedy shall be, at the Company’s option from time to time exercised subject to applicable law, repair or replacement of the media and/or Software that does not meet any warranty provided herein.

LIMITATION OF LIABILITY. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THIS SOFTWARE IS ASSUMED BY YOU. NEITHER THE COMPANY NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS SHALL HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES HOWSOEVER CAUSED INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, GENERAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF REVENUE OR PROFIT, DAMAGES TO PROPERTY OR PERSONS, LOST, DAMAGED, OR INACCURATE DATA OR INFORMATION, BUSINESS INTERRUPTION, DAMAGES OR LOSSES RESULTING FROM YOUR USE OR MISUSE OF, OR INABILITY TO USE, THE SOFTWARE AND/OR ANY THIRD PARTY APPLICATION OR PRODUCT, OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE, OR FOR CLAIMS BY ANY THIRD PARTY, WHETHER THE CLAIM IS IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES, SUPPLIERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS, FROM AND AGAINST ANY AND ALL DAMAGES (ACTUAL AND CONSEQUENTIAL), CLAIMS, DEMANDS AND LIABILITIES, OF EVERY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO THIRD PARTY CLAIMS OR CLAIMS FOR YOUR BREACH OF ANY OF THESE TERMS, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, AND CLAIMS WITH RESPECT TO NEGLIGENCE, MALPRACTICE, PERSONAL INJURY, DEATH, PROPERTY DAMAGE AND/OR OTHER CLAIMS RESULTING FROM YOUR NEGLIGENT ACTS, OMISSIONS, FRAUD, OR WILFUL MISCONDUCT, IN EACH CASE INCLUDING ATTORNEY’S FEES, THAT DIRECTLY OR INDIRECTLY ARISE FROM, RELATE TO, OR RESULT FROM USE OF THE SOFTWARE OR ANY SERVICES PROVIDED BY THE COMPANY. THE COMPANY’S MAXIMUM AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS, AGENTS, OFFICERS AND DIRECTORS TO YOU SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR $1.00, WHICHEVER IS GREATER. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH, DEFAULT, NONPERFORMANCE OR FAILURE IS A BREACH OF FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH.

ASSUMPTION OF RISK. You acknowledge and agree that the Software (including any third party applications and products and the clinical decision support tools, software tools and order sets developed by the Company, third party providers, or their licensors, as part of the Software) is not intended to provide, or be the basis for, or otherwise contribute in any manner to the development of, any treatment recommendations for individual patients or groups of patients. In acknowledgement of the foregoing, you acknowledge and agree that you must review, contextualize, authorize and approve for your own clinical use, any outputs of, or content generated by, the Software, including without limitation any order sets and other clinical content, and you hereby indemnify, release and forever discharge the Company of and from all manner of claims whatsoever, both in law and in equity, against the Company which you ever had, now have or hereafter can, shall or may have for or by reason of the use of or omission to use the Software, as the case may be, or any order set, decision support tool or software tool or any other product of the Company or any third party provider. You will: (1) apply reasonable clinical judgement when using the Software and/or any results or outputs from such Software; and (2) not rely exclusively on the Software and/or any results or outputs from such Software when applying such reasonable clinical judgement.

You acknowledge that information added by the Company’s other clients, their directors, officers, affiliates, employees, contractors, agents and representatives (collectively the “Clients”) in the Company’s reference libraries accessible through the Software does not constitute diagnostic or treatment recommendations for individual patients or groups of patients. You hereby release and forever discharge the Clients of and from all manner of claims against Clients which you ever had, now have or hereafter can, shall or may have for or by reason of the use of or omission to use any information provided by Clients.

You acknowledge and agree that: (i) third party applications and products are developed by or on behalf of third party providers; (ii) the Company is not responsible or liable for any claims or damages relating directly or indirectly to such third party applications and products; and (iii) you will defend, indemnify and hold the Company harmless from and against any claims arising from or relating to any third party applications or products.

The Company will not be liable for any failure or delay in its performance due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, terrorism, labour shortage or dispute, governmental act or failure of the Internet.

The Company reserves the right to assume, at its sole expense, the exclusive defense and control of any claim or action and all negotiations for settlement or compromise, and you fully agree to cooperate with the Company in the defense of any such claim, action, settlement or compromise negotiations, as requested by the Company.

This section shall survive the termination or expiry of this License.

BREACH AND TERMINATION. Without prejudice to any other rights, Company may terminate this License at any time by giving you notice of such cancellation, in which case you must destroy all copies of the Software in your possession and all of its documentation and cease and desist from any further use of the Software.

In addition, the Company may at any time suspend your access to the Software, if you are in breach of this Agreement or using the Software in a manner that impairs the operation of the Software or that violates the Privacy Policy. You agree that we are not liable to you or any third party for any termination of your access to our Software.

You acknowledge and agree that the Software is under development and will continually change as the Company may determine from time to time. The Company reserves the right to terminate any portion of the Software or any Services related to the Software at any time.

ENFORCEMENT OF TERMS. If you fail to fulfill any of your obligations under this Agreement, and this Agreement terminates, the Company may pursue all legal remedies available to them

SEVERABILITY. In the event any term of this Agreement is held by a court of competent jurisdiction not to be enforceable, such unenforceability shall not affect the remaining terms of this Agreement in such jurisdiction or render unenforceable or invalidate such terms and provisions of this Agreement in other jurisdictions. Upon such determination that any of the terms or provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they shall be severed from this Agreement and the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties and the parties agree to replace any invalid or unenforceable provisions in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.

GENERAL. This License is governed by and will be construed in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to the United Nations Convention on Contracts for the International Sale of Goods.

This License contains the sole and entire agreement between you and Company with respect to this Software, and supersedes and invalidates all other commitments, representations, warranties, conditions and understanding relating to the subject matter hereof. Any purported amendment of this License, to have binding effect, must be approved by the parties in writing.

If any term or other provision of this License is invalid, illegal or incapable of being enforced by any rule or law, all other conditions and provisions of this License shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this License so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

Should you have any questions concerning this License, or if you desire to contact the Company for any reason, please email Think Research Corporation at info@thinkresearch.com.

Copyright 2020, Think Research Corporation, All Rights Reserved.