################################################################### LICENSE AGREEMENT FOR FREESCRIPTS.COM SCRIPTS This License Agreement ("LICENSE") is a legal agreement between you ("LICENSEE"), either an individual or a single entity, and Free-Scripts.com Inc. ("Free-Scripts"). By purchasing, installing, copying, downloading, accessing or otherwise using a Freescripts.com script ("SOFTWARE") or setting the permissions so it is executable or altering the SOFTWARE in anyway, LICENSEE agrees to be bound by the terms of this LICENSE. If LICENSEE does not agree to all terms of this LICENSE, LICENSEE must promptly destroy all copies of the SOFTWARE and accompanying documentation and files ("DOCUMENTATION"). The SOFTWARE also includes any fixes, releases, upgrades, new versions or enhancements that may subsequently be issued to LICENSEE, as well as any related installation services, customization services, technical support services, e-commerce services, or other add-ons that may be provided to LICENSEE in the future. I. GRANT OF LICENSE Free-Scripts hereby grants to LICENSEE a non-exclusive LICENSE to use the SOFTWARE and DOCUMENTATION on the following terms: A. No part of this software package can be reproduced or transmitted in any form or by any means: electronic, mechanical, or otherwise, without prior written permission of Free-Scripts. LICENSEE is allowed to upload the SOFTWARE to LICENSEE's server for use as designated. The SOFTWARE may not be uploaded such that the SOFTWARE source code is readable to the world. B. No part of the SOFTWARE can be altered unless permission is granted by Free-Scripts. Exceptions to this include the variables set in the configuration and language files that accompany the SOFTWARE. C. The included SOFTWARE cannot be used in any unlawful manner or in a way that would be construed as unlawful by the government or equivalent. D. No part of the SOFTWARE can be copied and re-sold under another name. E. LICENSEE cannot run more than the one copy of the SOFTWARE specified unless prior arrangements have been made with Free-Scripts. II. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS A. Termination This LICENSE shall continue in full force and effect in perpetuity unless terminated earlier in accordance with this or another section of this LICENSE. This LICENSE will terminate automatically if LICENSEE breaches any provision of it. In such event, LICENSEE must destroy all copies of the SOFTWARE and all of its component parts and cease all further use of it. LICENSEE agrees that Free-Scripts shall have the sole discretion of determining whether LICENSEE is in material breach of this LICENSE. Termination will have no effect on LICENSEE's obligation to safeguard and protect proprietary rights of Free-Scripts, or the disclaimers and warranties. B. Copyright Notice Unless LICENSEE has purchased a waiver from Free-Scripts, LICENSEE is prohibited from removing any "Powered by" logo and the link to the Free-Scripts.com or freescripts.com Web sites from the software. Under all circumstances, including purchase of the waiver for the logo requirement above, LICENSEE is prohibited from removing any of the copyright notices from the software, whether contained in the SOFTWARE code or within the HTML pages that the SOFTWARE generates. LICENSEE is specifically prohibited from altering or removing any of the copyright notices contained within the HTML pages generated by the SOFTWARE, including any "Powered by" notices, such that they are no longer visible to the human eye in normal usage on Web pages generated by the software (e.g., using a white font for the copyright notice on a white background). Removal or alteration of said copyright notices by LICENSEE such that they are no longer visible to the human eye in normal usage on Web pages generated by the software shall constitute a material breach of this LICENSE. LICENSEE agrees that if LICENSEE removes any "Powered by" logo or copyright notice in violation of this section, Free-Scripts shall have the option of assessing a monetary penalty against LICENSEE for such violation in lieu of terminating this LICENSE to use the SOFTWARE. Exercise of this option by Free-Scripts shall in no way authorize LICENSEE to continue such violation or limit the right of Free-Scripts to terminate this LICENSE for subsequent violations. C. Enforcement Costs In the event that LICENSEE breaches any provision of this LICENSE, LICENSEE agrees to reimburse Free-Scripts for all expenses related to the enforcement by Free-Scripts of its legal rights under this LICENSE, including but not limited to its attorneys' fees, court costs, administrative fees, and all other costs, fees, and expenses incurred by Free-Scripts that are associated with enforcing its legal rights under this LICENSE. D. Amendments. LICENSEE agrees that, in order to maintain LICENSEE's ongoing LICENSE to use the SOFTWARE, Free-Scripts shall have the right to post amendments to this LICENSE online from time to time at its Web sites, and that LICENSEE shall be bound by such amendments. Such amendments must be designed to protect the intellectual property rights of Free-Scripts in the SOFTWARE and may not impose additional or ongoing fees for using the SOFTWARE other than those that LICENSEE agreed to or that were in effect at the time that LICENSEE licensed the SOFTWARE. LICENSEE agrees that it shall be LICENSEE's responsibility to monitor the LICENSE posted online and ensure ongoing compliance with its terms. If LICENSEE disagrees with any amendments posted under this section, LICENSEE's sole recourse shall be to terminate this license and LICENSEE's usage of the SOFTWARE, subject to the terms of the Termination clause in section II(A) above. E. Indemnity. LICENSEE agrees to indemnify Free-Scripts and to hold it harmless against all losses sustained by any third parties as a result of the terms of this LICENSE, including but not limited to the right of Free-Scripts to terminate this license under the provisions of section II(A) above. LICENSEE agrees that LICENSEE, and not Free-Scripts, shall be responsible for reimbursing all third parties against any such losses. Such third parties may include but are not limited to LICENSEE's Web hosting company, LICENSEE's ISP, LICENSEE's customers, LICENSEE's business partners, LICENSEE's employer or any other party that is harmed in any way as a direct or indirect result of LICENSEE's use of the SOFTWARE or during the course of Free-Scripts enforcement of its rights under this LICENSE. F. Marketing. Unless LICENSEE submits to Free-Scripts a signed and written request that LICENSEE's company and/or LICENSEE's Web site not be used for marketing purposes, LICENSEE hereby grants to Free-Scripts the right to mention LICENSEE's company and/or LICENSEE's Web site as a customer site in its marketing materials, such as on Free-Scripts Web sites, in product brochures, or in other media. Such usage may include listing LICENSEE's Web site, linking to LICENSEE's Web site, and/or displaying LICENSEE's company's logo as part of such listings or links. III. TITLE Title, ownership rights and intellectual property rights in and to the SOFTWARE and DOCUMENTATION shall remain in and with Free-Scripts. The SOFTWARE is protected by the copyright laws of the United States and international copyright treaties. IV. UPGRADES Free-Scripts does not warrant or guarantee any upgrades to the SOFTWARE whatsoever. Free-Scripts may provide upgrades for the SOFTWARE at its option, but the LICENSEE hereby acknowledges and agrees that this LICENSE does not require Free-Scripts to provide any upgrades whatsoever. LICENSEE agrees to pay any applicable upgrade fees as a condition of accepting any upgraded products offered by Free-Scripts. LICENSEE further acknowledges and agrees that by accepting any offers from Free-Scripts of upgraded products, the LICENSEE is hereby accepting all terms of the LICENSE that shall accompany such products. Acceptance by LICENSEE of the LICENSE for the upgraded products, including any modifications thereto, is an essential condition of Free-Scripts's offer to LICENSEE of such products. V. PRODUCT SUPPORT. Free-Scripts does not warrant or guarantee any product support of the SOFTWARE whatsoever. Free-Scripts may provide support for the SOFTWARE at its option, but the LICENSEE hereby acknowledges and agrees that this LICENSE does not require Free-Scripts to provide any support whatsoever and that any such support which may be provided will be provided solely at the discretion of Free-Scripts. VI. CONFLICT OF LAW PROVISIONS This LICENSE and Warranty are governed by the laws of the State of Tennessee, U.S.A. As additional consideration for the LICENSE granted to LICENSEE in this LICENSE, LICENSEE agrees that all disputes regarding this LICENSE shall be governed solely and exclusively by the laws of the State of Tennessee, U.S.A., and that the LICENSE shall be deemed to have been made in the State of Tennessee. LICENSEE further agrees that any action relating to the terms and provisions of this LICENSE shall be commenced in the State of Tennessee in any court of competent jurisdiction. LICENSEE further agrees that any proceeding instituted by either party, whether as a Claim, Counterclaim or otherwise, shall be resolved solely by a Judge of any State of Tennessee court of competent jurisdiction and that LICENSEE agrees to waive any claims or rights under the laws of LICENSEE's state, province, territory or country of domicile, or under the laws of any other state, province, territory or country other than the State of Tennessee. In addition, by licensing the SOFTWARE under this LICENSE, LICENSEE represents and warrants that LICENSEE is legally authorized to and hereby do waive all claims to legal rights or protections under the laws of LICENSEE's state or country of domicile, or the laws of any other state, province, territory or country other than the State of Tennessee, including but not limited to any applicable "consumer protection" laws, and to subject LICENSEE under this LICENSE to the laws of the State of Tennessee. Since this representation on LICENSEE's part is an essential element of the consideration necessary for Free-Scripts to license the SOFTWARE to LICENSEE, should this representation prove to be incorrect, LICENSEE hereby agrees to reimburse Free-Scripts for $25,000 (U.S. Dollars), plus all losses incurred by Free-Scripts as a result of this misrepresentation and for all expenses related to the enforcement by Free-Scripts of its legal rights under this LICENSE, including but not limited to its attorneys' fees, court costs, administrative fees, and all other costs, fees, and expenses incurred by Free-Scripts that are associated with enforcing its legal rights under this LICENSE. This representation on LICENSEE's part, and the contractual provisions governing LICENSEE's breach of this representation, are basic contract provisions that are valid and enforceable under international treaties governing the law of contracts, as well as other laws and treaties. VII. DISCLAIMER OF WARRANTY THIS SOFTWARE AND THE ACCOMPANYING FILES ARE LICENSED TO LICENSEE "AS IS" AND WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Free-Scripts does not warrant that the functions of the SOFTWARE will meet LICENSEE's requirements or that operation of the SOFTWARE will be uninterrupted or error free. LICENSEE assumes all responsibility for selecting the SOFTWARE to achieve LICENSEE's intended results, and for the use and results obtained from the SOFTWARE. Free-Scripts is not responsible if the SOFTWARE does not operate on LICENSEE's server or computer, nor is Free-Scripts responsible for making the SOFTWARE operational. Should the Program prove defective, LICENSEE and not Free-Scripts assumes the entire risk of using the script and the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this LICENSE. VIII. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by applicable law, in no event shall Free-Scripts be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if Free-Scripts has been advised of the possibility of such damages. In any case, Free-Scripts's entire liability under any provision of this LICENSE shall be limited to the amount actually paid by LICENSEE for the SOFTWARE. U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. NO OTHER WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Free-Scripts DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE, AND THE ACCOMPANYING WRITTEN MATERIALS. ####################--END OF LICENSE--#############################