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ENDUSER SOFTWARE LICENSE AND SUBSCRIPTION AGREEMENT

IMPORTANT: This License and Subscription Agreement ("Agreement") is a legal
agreement between you (either an individual or a legal entity) ("Licensee", "you",
"your", as context requires) and Merge Technologies Incorporated, a Wisconsin
corporation having its principal place of business at 6737 West Washington
Street, Milwaukee, Wisconsin 53214-5650 and, where applicable, its suppliers
and licensors (collectively "Merge Healthcare") for the software indicated below
("Software") and associated documentation ("Documentation"). BY INSTALLING,
COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE
SOFTWARE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND
CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS
CAREFULLY AS THEY GOVERN YOUR USE OF THE SOFTWARE. If you do
not agree to the terms and conditions of this Agreement, please do NOT install
the Software and immediately destroy any copies of the Software and
Documentation in your possession.
--------------------------------------SUBSCRIPTION INFORMATION
Product: eFilm Workstation ™
Fee and Payment Terms: See separate subscription and fee form incorporated
by reference into this Agreement (“License Fees”)
Term:
--------------------------------------1. GRANT OF LICENSE
Merge Healthcare hereby grants to you a personal, limited, non-exclusive, nonsub-licensable, nontransferable, non-assignable license to use the Software, in
machine executable object code form, and any related Documentation as follows:
Evaluation Version
At no cost, you may install and use one copy of the Software on a single
computer within your organization for evaluation and testing purposes during the
evaluation period. The evaluation Software should not be used for commercial
purposes. After the evaluation period, if you do not order the registered version of
the Software (which may involve a separate payment), you must remove/destroy
the Software and Documentation.
Registered Version
If this Registered Version of the Software was accompanied with a purchase
confirmation sent to you ("Purchase Confirmation"):

and (ii) use the Software on a number of computers simultaneously. FEES AND TAXES.In exchange for the payment of required fees. in exchange for the payment of required fees. annual or other periodic basis as set forth in the Purchase Confirmation. provided any copy must contain all of the original Software and Documentation's proprietary notices. the fees will include service and support for the period set forth therein. medical students. you may: (i) install and use one copy of the Software on a single computer within your organization. Fusion PACS. you must obtain additional licenses from Merge Healthcare for each computer on which the Software is installed. Merge Healthcare may terminate such license at any time if it determines in its sole discretion that the Academic User no longer qualifies for such a reduced fee license or if the Academic User violates any other provision of this Agreement. in the case of the registered version. All fees are payable in advance. only when required fees are paid. THE SOFTWARE MAY CONTAIN A DISABLING MECHANISM THAT WILL PREVENT IT FROM BEING USED AFTER THE LICENSE OR SUBSCRIPTION PERIOD EXPIRES. If instead this Registered Version of the Software was provided as part of a system that included the Software such as (but not limited to) Fusion RIS. If so provided in the Purchase Confirmation. and (ii) make one copy of the Software and Documentation for back-up and archival purposes only. annual or other periodic basis you may: (i) install copies of the Software on an unlimited number of computers within your organization. which may be on a one-time. Fusion RIS/PACS ("System") then your right to use and make copies of the Software will be limited to the conditions of the sale of the System. Academic Users of Registered Version If approved by Merge Healthcare. If you wish to use additional copies of the Software. may receive a license for the Registered Version at a reduced cost. The license for the registered version of the Software will be for the period set forth in the Purchase Confirmation. If you have purchased a site license ("Site License"). or research purposes. which may be on a one-time. learning. 2. Disabling Mechanism Applicable to All Users Your license allows you to use the Software only for a specific duration and. You agree to pay all fees set forth in Purchase Confirmation applicable to the Software and update(s) selected by you. medical school professors or similar persons (collectively “Academic Users”) determined by Merge Healthcare to qualify to use the Software and Documentation solely for academic teaching. Merge . provided that the number does not exceed the value provided for by the Site License. YOU MUST NOT TAMPER WITH THE DISABLING MECHANISM OR THE SOFTWARE.

in the event of any increase you shall have the option to terminate this Agreement in accordance with the provisions of paragraph 8. provided. learning. You may not use the Software in any way to provide. which are collected or levied against Merge Healthcare on account of this Agreement.Healthcare reserves the right to increase its fees in the next applicable billing period. d) The Software or the use of the Software may be subject to legal or regulatory provisions related to products used in the Health Care Industry. LICENSE RESTRICTIONS a) All rights not expressly granted are reserved. Payment of fees shall be made to Merge Healthcare at 6737 West Washington Street. lend. decompile. or as part of. 3. g) You shall pay all applicable sales. but not limited to images. UPDATES/ UPGRADES . disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software or Documentation. use. (iii) copy the Software or Documentation (except for back-up or archival purposes). assign. (ii) modify. any application service provider ("ASP") service or other similar commercial service or application in which third parties have access to the Software. it is your responsibility to ensure that your use of the Software will not violate any legal or regulatory provisions. c) You agree that you shall only use the Software and Documentation in a manner that complies with all applicable laws. however. translate. applicable restrictions concerning medical uses and copyright and other intellectual property rights. or otherwise transfer rights to the Software or Documentation. Milwaukee. transfer and any other taxes (exclusive of Merge Healthcare income taxes). but not limited to. Please contact Merge Healthcare to determine the most recent information regarding legal and regulatory approvals. or to the appointed Merge Healthcare Distributor from whom you originally purchased your subscription. h) If you are an Academic User you agree to use the Software solely for teaching. may be protected by copyright laws or other laws of any jurisdiction and are used at your own risk. Any such forbidden use shall immediately terminate your license to the Software and Documentation. 4. which are viewed using the Software. reverse engineer. notice of which may be electronic. including. including. (iv) rent. regulations and the like in the jurisdictions in which you use the Software and Documentation. Content files. or research purposes and not for rendering of services which are compensated or reimbursed. b) You may not: (i) permit other individuals or entities to use or have access to the Software except under the terms of this Agreement. lease. Prior to using the Software. or (v) remove any proprietary notices or labels on the Software or Documentation. f) You may only use the Software for your internal purposes. Wisconsin 53214. e) The use of the Software is intended only for use with properly authorized content. however designated.

eFilm Lite(tm). eFilm Workstation(tm). You agree that you may not have access to such Upgrades without separate payment or through a separate support agreement. logos. (iii) Merge(tm). and Voxel logo are registered trademarks of Voxel. Merge Healthcare also retains all right. Voxbox®. Voxel®. and Simgram(tm) is a trademark of Voxel. You agree and understand that although Merge Healthcare takes steps to prevent errors. under U. and intellectual property rights in and to the Software and Documentation shall remain in Merge Healthcare.Merge Healthcare reserves the right at any time to. (ii) the Digital Holography logo. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. trade names.Voxgram®. DICOM by Merge and Merge Healthcare ™ are trademarks of Merge Technologies Inc. the Software may contain errors affecting proper operation. eFilm Advanced Visualization (tm).S. Inc. eFilm Video(tm) and the "Gear" logo are trademarks of eFilm Medical Inc. ownership rights and intellectual property rights in and to any content used with the Software shall be retained by the applicable content owner and may be protected by applicable copyright or other law. eFilm Scan(tm). Merge Healthcare will make commercially reasonable efforts to correct any failure to perform in accordance with the Documentation. Patent 6. TITLE Title. If any such Updates are provided to you by Merge Healthcare. foreign patents and patents pending. but is not obligated to provide Updates to the Software. “Update” shall mean a change to the Software and/or Products designed to correct defects. Subject to section 3 above. 6.733. the United States and by international copyright treaties. Without limiting the forgoing: (i) eFilm(tm). as applicable. such Updates will be considered a part of the Software and subject to the terms and conditions of this Agreement. LIMITED WARRANTY AND LIMITATION OF LIABILITIES Merge Healthcare warrants that the Software will perform in accordance with the Documentation for a period of: (a) thirty (30) days for evaluation version and (b) ninety (90) days for registered version from the date of receipt. Inc. 5. title. and interest in and to the trademarks. ownership rights. The license provided herein does not include Upgrades.123. Holographic rendering is licensed by eFilm Medical Inc. or Merge Technologies Incorporated. Title. THE ABOVE LIMITED WARRANTY IS GIVEN IN LIEU . (iv) other trademarks are either registered trademarks or trademarks of their respective owners. Fusion eFilm (tm). “Upgrade” shall mean a change to the Software that adds functionality or otherwise implements substantial additional capability. but does not materially change functionality. and icons (collectively "Marks") used in or identifying the Software or its features and you may not use such Marks without the prior written permission of eFilm Medical Inc. The Software is protected by the copyright laws of Canada. DISCLAIMER OF WARRANTY & LIMIT OF LIABILITY.

00). DAMAGES FOR LOSS OF PROFITS. damages. indemnify and defend Merge Healthcare. THE ABOVE LIMITATION(S) MAY NOT APPLY TO YOU. capabilities and limitations. INDIRECT. OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION. SPECIAL. Without prejudice to any other rights. and without limitation. all full or partial copies of the Software. and corresponding Voxgram images. are intended for use only as an adjunct to two-dimensional medical image display techniques. TERMINATION This Agreement will automatically terminate at the end of the license or subscription period or if you fail to comply with any term hereof including failure to make any required payment when due. or certify destruction of. . You agree to hold harmless. TITLE OR NONINFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. including Maximum/Minimum Intensity Projection (MIP). You may also terminate this Agreement at any time by notifying Merge Healthcare in writing of termination. LOSS OF INFORMATION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. Documentation and related materials. INDEMNIFICATION The Software is not intended to replace the skill and judgment of a qualified medical practitioner and should only be used by people that have been appropriately trained in the Software's functions. OR OTHER DAMAGES WHATSOEVER (INCLUDING. its suppliers. 8. WHICHEVER IS HIGHER. MERGE HEALTHCARE'S TOTAL LIABLITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNT PAID FOR THE SOFTWARE OR FIVE DOLLARS ($5. For example. EVEN IF MERGE HEALTHCARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. upon any termination of this Agreement. Multi-Planar Reconstruction (MPR). INCIDENTAL. Simgram images.OF AND MERGE HEALTHCARE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES. directors and employees. SERVICE INTERRUPTION. FITNESS FOR A PARTICULAR PURPOSE. various functions of the Software. No notice shall be required from Merge Healthcare to effect such termination. officers. from and against any losses. you shall immediately discontinue use of the Software and Documentation and shall within three (3) days return to Merge Healthcare. WITHOUT LIMITATION. THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. fines and expenses (including attorneys' fees and costs) arising out of or relating to your use of the Software. PUNITIVE. INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY. 7. IN NO EVENT SHALL MERGE HEALTHCARE BE LIABLE FOR ANY CONSEQUENTIAL.

and will not assist or permit others under your control and direction to. The terms and conditions contained in this Agreement may not be modified except in a writing duly signed by you and an authorized representative of Merge Healthcare. the application of which is hereby expressly excluded. and such decision shall not affect the enforceability of such provision under other circumstances. Wisconsin.9. This Agreement shall be governed by the laws of the State of Wisconsin. If any provision of this Agreement is held to be unenforceable for any reason. or a breach by reverse engineering). or of the remaining provisions hereof under all circumstances. Merge Healthcare may seek injunctive relief. You agree that you will not. but not limited to. or may cause continuing or irreparable harm to Merge Healthcare (including. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate Merge Healthcare's intellectual property rights. . any breach that may impact Merge Healthcare's intellectual property rights. EXPORT RESTRICTION The Software and Documentation or parts thereof. such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement is personal to you. MISCELLANEOUS This Agreement shall constitute the complete and exclusive agreement between the Parties. and may not be assigned without Merge Healthcare's express written consent. may be subject to the limitations on transfer imposed by the United States' Export Administration Act of 1979 as amended. whether formally rejected by Merge Healthcare or not. in contravention of these laws or the related rules and regulations. Any claim brought by you must be brought within one year of the date the cause of action has accrued or be forever waived. United States of America. 10. in any court of competent jurisdiction. Your remedies in this Agreement are exclusive. notwithstanding any variance with any other written instrument submitted by you. United States of America. export the software or documentation or any part thereof. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties specifically acknowledge and agree that this Agreement be drafted and fully enforceable as written in the English language. without regard to conflicts of law provisions. or any other appropriate relief. and you hereby consent to the exclusive jurisdiction of the courts sitting in Milwaukee County.