License Agreement  
 
UNICHARTS EMR SOFTWARE LICENSE AGREEMENT ("AGREEMENT")

THIS IS A LEGAL AGREEMENT BETWEEN “YOU” (EITHER AN INDIVIDUAL OR AN ENTITY) AND “UNISONCARE CORPORATION” (UNICHARTS EMR / UNICHARTS.COM / UNISONCARE.COM). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE PURCHASING AND/OR INSTALLING THE UNICHARTS EMR SOFTWARE AND THE ACCOMPANYING USER DOCUMENTATION, COLLECTIVELY, THE “SOFTWARE”. THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). THE ACT OF YOUR PURCHASE AND/OR YOUR CLICK OF THE 'I accept the agreement' RADIO BUTTON AT THE TIME OF INSTALLATION IS A SYMBOL OF YOUR SIGNATURE THAT YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU SHOULD NOT PURCHASE AND/OR INSTALL AND/OR USE THE SOFTWARE. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU AND UNISONCARE CORPORATION AND IT SUPERCEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.

1. GRANT OF LICENSE.
UNISONCARE CORPORATION grants to YOU, and YOU accept, a nonexclusive license to install one copy of the SOFTWARE on a single computer. As all licenses of the SOFTWARE are network licenses by default, YOU may use and access the SOFTWARE from other computers and terminals over the network. For purposes of this AGREEMENT, a computer network is any combination of two or more computers/terminals that are electronically linked. YOUR simultaneous use of and access to the SOFTWARE must be limited to the number of users permitted by the license type YOU have purchased. YOUR use of the SOFTWARE must not exceed the scope of the use provisions above without the express written AGREEMENT of UNISONCARE CORPORATION and YOUR payment of additional license fees. UNISONCARE CORPORATION reserves the right to replace, modify or upgrade the SOFTWARE at any time by offering YOU a replacement or modified version or an upgrade, and to charge for such replacement, modification or upgrade.

2. RESTRICTIONS.
YOU may not rent or lease or lend the SOFTWARE, but YOU may transfer the SOFTWARE and accompanying materials on a permanent basis, provided that YOU inform UNISONCARE CORPORATION of the transfer, YOU retain no copies and the recipient agrees to the terms of this AGREEMENT. YOU must transfer all upgrades, if there are any, along with the original SOFTWARE version. UNISONCARE CORPORATION may continue to provide support services to the recipient of the SOFTWARE in its discretion. YOU may not make any attempt to ascertain, derive or obtain the source code for the SOFTWARE. YOU may not reverse-engineer, decompile, or disassemble the SOFTWARE except to the extent applicable law expressly prohibits such foregoing restriction. YOU may not export or re-export the SOFTWARE, or any part thereof, or any service that is the direct product of the SOFTWARE to any country, person or entity subject to U.S. export restrictions. YOU may not install the SOFTWARE if you are a patient, a drug-seeker, or anybody else who will not be using the software in a professional health-care setting.

3. INSTALLATION / MAINTENANCE.
YOU are responsible for installing and configuring the SOFTWARE. YOU are responsible for installing any updates and enhancements to the SOFTWARE that may be released by UNISONCARE CORPORATION from time to time, and updating all other third party SOFTWARE used in conjunction with the SOFTWARE to ensure smooth operation of the system. YOU are responsible for performing backups before updating the SOFTWARE, both database and the full system backups, and making sure that generarted files are valid. YOU are responsible for replacing/upgrading hardware and the network on which YOU use the SOFTWARE, if there is any need for this. YOU are responsible for configuring and securing the network, in case the SOFTWARE is used over the network, either local or the Internet. YOU are responsible for configuring and monitoring the incoming and outgoing EDI/HL7 interfaces, in case the interfaces within the SOFTWARE are used to import or export information. YOU are responsible for configuring and monitoring the ONC meaningful-use performance, in case meaningful-use features are available within this version of the SOFTWARE and are used for the purpose of compliance and obtaining any funds from the government.

4. DISCLAIMER OF WARRANTIES.
UNISONCARE CORPORATION and its suppliers provide the SOFTWARE on an “AS IS” basis and with all faults and deficiencies, and without warranty of any kind, either express, implied or statutory, including but not limited to implied warranties of merchantability, non-infringement, title, fitness for a particular purpose, accuracy or completeness of responses, of lack of viruses, of lack of negligence, and of lack of workmanlike effort. The licensed product is complex and may contain non-conformities, defects, bugs, or errors. The entire risk arising out of the use or performance of the SOFTWARE is with YOU. This disclaimer of warranty constitutes an essential part of this AGREEMENT.

5. EXCLUSION OF ALL DAMAGES.
To the maximum extent permitted by the applicable law, in no event shall UNISONCARE CORPORATION or its suppliers be liable for any consequential, incidental, direct or indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for any injury to any person and/or property, damages for lost profits, business interruption, loss of information, loss of privacy, for negligence, and for any other financial or non-financial loss) arising out of or in any way related to the use of or inability to use the SOFTWARE, even if UNISONCARE CORPORATION or its suppliers has been advised of the possibility of such damages. The exclusion of damages shall be effective even if any remedy fails its essential purpose. YOU understand that the SOFTWARE is not a web-based service and that all data resides on YOUR hardware. YOU understand that YOU should perform a regular backup of data and that data corruption and loss may occur even in natural use of a computerized program. YOU also understand that YOU should take any security measures necessary to prevent unauthorized access to the SOFTWARE and/or the computer/network on which it is installed and/or used.

6. RELEASE OF LIABILITY.
UNISONCARE CORPORATION has included in this AGREEMENT the terms that disclaim all warranties and liability for the SOFTWARE. To the full extent allowed by law, YOU HEREBY RELEASE UNISONCARE CORPORATION AND ITS SUPPLIERS FROM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ALL CLAIMS CONCERNING THE SOFTWARE OR ITS USE. If YOU do not wish to accept SOFTWARE under the terms of this AGREEMENT or are unwilling to adhere to the rules and policies stated above, please do not install the SOFTWARE.

7. COPYRIGHT.
The SOFTWARE contains trade secrets and proprietary information owned by UNISONCARE CORPORATION or its third party licensors and is protected by United States copyright laws and international trade provisions. YOU must treat the SOFTWARE like any other copyrighted material and, except solely for backup or archival purposes for which YOU may make copies, YOU may not disclose, copy, transfer or transmit the SOFTWARE or its User Documentation, electronically or otherwise, for any purpose. All permitted copies of the SOFTWARE and the User Documentation must include copyright and other proprietary notices.

UNISONCARE CORPORATION reserves all rights not expressly granted.

UnisonCare Corporation 2003 - 2013. All Rights Reserved.