SOFTWARE LICENSE AGREEMENT

READ CAREFULLY - THIS IS A BINDING LEGAL AGREEMENT

Your use of Phytech On-Call Scheduling (the "Software") is subject to the all of the terms and conditions of this License Agreement (the "Agreement") between the End User and Phytech, LLC. ("Phytech"). If you are downloading, copying, installing or using the Software on your own behalf, then you are the End User. If you are downloading, copying, installing or using the Software on behalf of a company, corporation, partnership or any other form of organization, then that company, corporation, partnership or other form of organization is the End User. By selecting "I Accept" when creating a Software account, or by downloading, copying, installing or using the Software at any time, the End User agrees to be bound by all of the terms and conditions of this Agreement. If the End User does not agree to all of the terms and conditions of this Agreement, the Software may not create an account and/or not be copied, installed or used and must be removed from all of the End User's computer systems and the account immediately disabled.

License of the Software to the End User

Phytech hereby grants to the End User a royalty-free, worldwide, non-exclusive, limited license, with no right to sublicense, to use the Software only for the End User’s own use within the End User’s own computing environment in conjunction with a licensed copy of the Software. Except as explicitly set forth herein, all of the original terms, conditions and defined terms of such prior license remain unchanged and apply with equal force and effect to the Software.
The Software is licensed hereby and not sold. The End User acquires no rights or licenses in the Software except those expressly granted in this Agreement. Phytech retains all right, title and interest in the Software except as expressly set forth herein.

Term and Termination

This Agreement will commence on the date of the End User accepts the Software and will remain in effect in perpetuity, until the final release of the software and a subscription model is put in place which requires the End User to agree to a new agreement and/or new terms and conditions.

No Maintenance or Technical Support

Notwithstanding anything to the contrary in this or any other agreement between Phytech and the End User, no maintenance or technical support is provided for the Software.

Disclaimer of Liability

THE SOFTWARE IS LICENSED “AS IS”. PHYTECH HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SOFTWARE INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE END USER ACKNOWLEDGES THAT IT HAS RELIED ON NO REPRESENTATIONS OR WARRANTIES BY Phytech.

IN NO EVENT SHALL PHYTECH BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, COST OF COVER, LOSS OF USE OR DATA OR INTERRUPTION OF BUSINESS ARISING FROM OR RELATING IN ANY MANNER TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER SUCH ALLEGED DAMAGES ARE LABELED IN CONTRACT, INDEMNITY, TORT, STRICT LIABILITY EVEN IF Phytech HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Dispute Resolution

In the event of dispute(s) between the parties arising from or concerning in any manner the subject matter of this Agreement, the parties will first attempt to resolve the dispute(s) through good faith negotiation. If such disputes cannot be resolved through good faith negotiation, the parties will refer the dispute(s) to the American Arbitration Association for final and binding arbitration before a single arbitrator in accordance with the then-current Commercial Arbitration Rules. The arbitration will be held in the county in which the party defending the arbitration has its principal place of business.

General Provisions

Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with a merger, reorganization or sale of all, or substantially all, of such party's assets. Any attempt to assign this Agreement other than as permitted above will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assignees. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, will operate as a waiver of any such right, power or remedy. This Agreement will be governed by the laws of the State of Florida, excluding its conflict of laws provisions. This Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA), even if that law is adopted in Florida. The parties acknowledge that the manufacture and sale of the Software is subject to the export control laws of the United States of America, including the U.S. Bureau of Industry and Security export regulations, as amended, and hereby agree to obey any and all such laws. The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. Neither party will be liable for any failure or delay in its performance under this Agreement, except the making of payments, due to causes, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, strikes, riot, war, sabotage, failure of suppliers and governmental action, which are beyond its reasonable control. If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in effect and the parties will negotiate in good faith a substantively comparable enforceable provision to replace the unenforceable provision. This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement. If the End User is an agency of the United States Government, the Software is a “Commercial Item”, as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to the United States Government (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. All unpublished rights are reserved under the copyright laws of the United States. For purpose of any public disclosure provision under any law, it is agreed that the Software is a trade secret and proprietary commercial product and not subject to disclosure.

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This License Agreement is between you and Phytech, LLC. and governs your use of the Software, related software components, and documentation (all of which are referred to herein as the "Software").

BY REGISTERING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT REGISTER OR USE THE SOFTWARE.

Evaluation License

The Software is licensed to you solely. You may use the Software with the understanding and agreement that this Software is under constant development, and we are not responsible for any lost data as the Software MAY CONTAIN BUGS.

Restrictions on Use

You may not:
* Create derivative works based on the Software
* Reproduce the Software except as described in this Agreement
* Sell, assign, license, disclose, or otherwise transfer or make available the Software or any copies of the Software in any form to any third parties
* Alter, translate, decompile, or attempt to reverse engineer the Software, subject to applicable law which permits such activity notwithstanding this contractual prohibition
* Remove or alter any proprietary notices or marks on the Software

Production use includes, without limitation, using the Software on commercial websites; providing, or offering to provide, any service using the Software; using the Software to provide web design or other services to commercial and non- commercial websites; receiving compensation from others for copies or modified copies of the Software; hosting, or offering to host, the Software, on any basis; receiving compensation for any service that uses the Software, including support services. Phytech shall have the right to determine, in its sole discretion, whether a use is a commercial use or non-personal use. Phytech owns all rights, title and interest in and to the Software. All rights not expressly granted to you are retained by Phytech. Your use shall be in accordance with applicable restrictions concerning privacy and intellectual property rights.

Personal Information and Privacy

We may ask you to provide certain information about you during Software registration and use. Also, we'd like to get your feedback on the Software so we can keep improving it. You agree to answer questions regarding the Software posed by us from time to time.

Technical Support

Technical support is not provided for the Software. You may find the Quick Start Guide once you register; available to all users.

Warranty

THE Software IS BEING DELIVERED TO YOU "AS IS" AND PHYTECH AND ITS SUPPLIERS MAKE NO WARRANTY AS TO ITS USE, RELIABILITY OR PERFORMANCE. PHYTECH AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE Software. Phytech AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU ASSUME ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION AND USE OF THE Software INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR Software PROGRAMS, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE THE Software AND ASSUME ALL RISKS ASSOCIATED WITH ITS USE.

Indemnification

You agree to indemnify and hold Phytech, parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Software, or the infringement by you, of any intellectual property or other right of any person or entity.

Limitation of Liability

IN NO EVENT WILL Phytech OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES WHATSOEVER, OR ANY LOSS OF REVENUE, DATA, USE, OR PROFITS, EVEN IF A Phytech EPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY. Some States do not allow the exclusion or limitation of incidental or consequential damages, or the exclusion of implied warranties or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you.

Term and Termination

Either Phytech or you may terminate this Agreement at any time. This Agreement shall terminate automatically, without notice, if you fail to comply with the terms of this Agreement. Upon any termination of this Agreement, you must discontinue use of the Software and unregister all subscriptions for the Software you have obtained.

Modification

Phytech may modify the Software and this Agreement with or without notice to you by either email or by publishing content on the Phytech website. In the event Phytech modifies the Software or theis Agreement, you may terminate this Agreement and cease using of the Software. Phytech may terminate this Agreement or Phytech Service at any time, with or without notice.

Governing Law

This Agreement will be governed by the laws of the United States and the State of Floirda, excluding the application of its conflicts of law rules. You consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Melbourne, Florida.

Government End Users

The Software and accompanying documentation are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(iii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Software) or subparagraphs(c)(1) and (2) of 48 CFR 52.227-19 (the Commercial Computer Software Restricted Rights), as applicable. The manufacturer is Phytech, LLC.

General

The Agreement constitutes the entire agreement between you and Phytech and governs your use of the Software, superseding any prior agreements between you and Phytech. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect. The parties acknowledge that the manufacture and sale of the Software is subject to the export control laws of the United States of America, including the U.S. Bureau of Export Administration regulations, as amended, and hereby agree to obey any and all such laws.

You may not assign this Agreement, and any assignment of this Agreement by you will be null and void.

Contact Information

If you have any questions about this Agreement, please contact us at info@phytech.md. If you have any questions about licensing and registration that aren't answered on our website, please contact us at info@phytech.md.