SUBSCRIPTION TERMS AND CONDITIONS

Participation in the MedPED Media L.L.C. (“MedPED”) content subscription service (“Subscription Service”) is subject to the following Subscription Terms and Conditions, and to payment of applicable subscription fees and taxes. By participating in the Subscription Service, you agree to be bound by these Subscription Terms and Conditions. In the event of any conflict between the terms set forth in the Subscription Terms and Conditions and any purchase order or similar application (a “Purchase Order”), the terms of the Purchase Order shall govern.

Except as otherwise expressly set forth herein, these Subscription Terms and Conditions are subject to change by MedPED at any time, at its sole discretion, with or without advance notice. The most current version of the Subscription Terms and Conditions, which will supersede all earlier versions, can be accessed through the hyperlink at the bottom of MedPED’s website, (www.medpedmedia.com or other sites owned by MedPED). You should review the Subscription Terms and Conditions regularly to determine if there have been changes. Continued use of your Subscription Service constitutes acceptance of the most recent version of the Subscription Terms and Conditions.

1. Subscription Service Term and Termination.

A. The term of your Subscription Service membership begins on the start date set forth in your Purchase Order (the “Start Date”), and will continue for a period of one (1) year from such Start Date (the “Membership Term”), unless terminated in accordance with the terms set forth herein. Following the initial one (1) year term, your Subscription Service membership will renew automatically for additional successive one-year periods unless either party notifies the other in writing, at least forty-five (45) days’ prior to the end of the current Membership Term, that it elects not to renew such membership. If your Subscription Service membership is renewed, the “Membership Term” will be deemed extended until the end of the applicable renewal period. Subscription Service membership is not transferable.

B. Your Subscription Service may be terminated by MedPED at any time during the Membership Term by providing written notice to you of a breach by you of these Subscription Terms and Conditions or the Purchase Order, if not cured within ten (10) days following notice of such breach. If MedPED so terminates your Subscription Service membership, you will not be entitled to a refund of any portion of your membership fees already paid. Upon termination of your Subscription Service membership for any reason, you shall promptly (and in any event within ten (10) days) return or cause to be returned to MedPED all Media and Content (as such terms are defined below).

2. Hardware.

The content provided and/or licensed to you by MedPED in connection with your Subscription Service may be viewed using videoglasses, personal entertainment devices (PEDs) or head-mounted displays (HMDs) purchased from MedPED (the “Hardware”) or other compatible hardware, subject to the terms hereof.

3. License.

Subject to these Subscription Terms and Conditions, MedPED hereby grants to you a personal, non-exclusive, non-assignable and non-transferable limited license to use the entertainment and marketing content (the “Content”) provided to you by MedPED on disk, in read only memory, on any other media or in any other form (“Media”) in connection with your Subscription Service, solely for your internal use (the “License”). The License granted herein will be coterminous with your Membership Term. MedPED and its Content owners reserve all rights not expressly granted to you herein. The rights granted herein are limited to MedPED’s and its Content owners’ intellectual property rights in the Content and do not include any other patents or intellectual property rights.

4. Restrictions on Use of Content.

A. Without limiting in any way the foregoing, you will not (i) copy, reproduce, alter, modify, or make derivative works of the Content or any part thereof; (ii) reverse engineer, disassemble or decompile the Media, Content or any part thereof, or otherwise attempt to discover any source code related to the Content; or (iii) sell, distribute, sublicense, lend, lease, assign or otherwise transfer the Content or any part thereof or any documentation relating thereto.

5. Title. You agree that title in and to all Media and Content, and all components thereof, along with all patents, copyrights, trademarks and other proprietary rights associated therewith, at all times shall remain the sole and exclusive property of MedPED or the respective Content owner, and all rights not expressly granted to you herein are expressly reserved by MedPED or the respective Content owner. Such Content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such Content.

6. Pricing.

A. Pricing for the Hardware and Subscription Service annual membership fee are as set forth in the Purchase Order. Payment for Hardware must be made contemporaneously with the execution by the parties of the Purchase Order. The annual membership fee for the initial one-year Membership Term of the Subscription Service will be charged to you on the Start Date. You may cancel your Subscription Service membership within thirty (30) days of the Start Date and receive a full refund of your annual membership fee.

B. In the event of a renewal of the Membership Term, you will be charged an annual membership fee upon the commencement of such renewal period. You may cancel your Subscription Service membership within thirty (30) days of the commencement of such renewal period and receive a full refund of your annual membership fee for such renewal period. You may elect to be charged your annual membership fee for any renewal period on a quarterly basis (in advance of each quarter) by providing written notice of such election to MedPED at least ten (10) days prior to the commencement of such renewal period; however, if you elect to pay your annual membership fee on a quarterly bases, you will not be entitled to a refund of any such quarterly payment in the event that you cancel your Subscription Service membership at any time during such renewal period.

C. MedPED will give you written notice of any pricing changes with respect to your Subscription Service at least sixty (60) days prior to the expiration of your current Membership Term.

7. Delivery and Return of Media.

A. Media containing the Content will be delivered to you by MedPED within [ten (10)] days following your Start Date. Thereafter, MedPED will deliver Media with new Content to you prior to each calendar quarter during the Membership Term, unless your Start Date is less than thirty (30) days prior to the next calendar quarter, in which case new Content will not be delivered to you until the following calendar quarter. Within fourteen (14) days following the start of any current calendar quarter during the Membership Term, you must return to MedPED any Media delivered to you with respect to the preceding calendar quarter, regardless of the receipt of any new Media. In the event that you fail to return any Media in accordance with the preceding sentence, postmarked no later than the fourteenth (14th) day following the start of the current calendar quarter, you will be charged a Media loss fee of twenty dollars ($20.00) and MedPED may elect to terminate your Subscription Service membership in accordance with Section 1.

B. MedPED warrants that all Media will be free from defects in materials and workmanship upon delivery to you. In the event that you receive defective Media, you must notify MedPED within seven (7) days of delivery and return any such defective Media to MedPED. As your exclusive remedy for any defective Media, MedPED will send replacement Media to you promptly upon receiving your notice of defect.

C. In the event that you lose or destroy any Media, MedPED will send replacement Media to you promptly upon request, and you will be charged a Media replacement fee of twenty dollars ($20.00).

D. Delivery of Media will be made by MedPED via U.S. Postal Service (“USPS”). Postage is prepaid each way. The time it takes for Media to be delivered or returned via USPS depends on several factors, including circumstances generally affecting service times of the USPS (for example, holidays and heavy mail usage times such as Christmas).

8. Limited Warranty on Hardware.

MedPED warrants the Hardware to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery. Your exclusive remedy under this Section shall be, at MedPED’s option, a refund of the purchase price of the Hardware or replacement of the Hardware which is returned to MedPED with a copy of the Purchase Order. THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE HARDWARE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. Disclaimer of Warranties.

EXCEPT FOR THE LIMITED WARRANTIES ON HARDWARE AND MEDIA SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDPED AND MEDPED’S LICENSORS (COLLECTIVELY REFERRED TO AS “MEDPED” FOR THE PURPOSES OF SECTIONS 9 AND 10) HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MEDPED OR AN MEDPED AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability.

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL MEDPED BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE HARDWARE, MEDIA OR CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MEDPED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall MedPED’s total liability to you for all damages hereunder (other than as may be required by applicable law in cases involving personal injury) exceed your annual membership fee. The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose. MedPED will not be liable for or be considered in breach of or default under these Subscription Terms and Conditions on account of any delay or failure to perform as required hereby as a result of any cause or condition beyond MedPED’s reasonable control.

11. Hold Harmless.

You hereby agree to release, indemnify and hold harmless MedPED, its affiliates and their respective officers, directors, members, owners, employees, agents and representatives from and against any and all claims, judgments, damages, losses, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses (collectively, “Losses”), arising out of or relating to (i) any breach or nonperformance by you of any of your covenants or agreements contained in these Subscription Terms and Conditions or the Purchase Order; or (ii) any and all injuries to persons or property arising from acts or omissions by you or any of your patients, partners, employees, representatives or agents with respect to any use or misuse of the Hardware or Media, however caused. You assume all liability and responsibility for any Losses arising out of the use or misuse of the Hardware or Media, except to the extent of any fraud or other willful misconduct by MedPED.

12. Waiver.

You will require each patient to sign an appropriate written instrument releasing all parties from and against any and all Losses arising out of or relating to the patient’s use or misuse of the Hardware, Media or Content.

13. Relationship of Parties.

Nothing herein shall be deemed to establish a relationship of principal and agent between MedPED and you, nor between any of our respective affiliates, owners, members, agents, employees or consultants for any purpose whatsoever. Nothing herein shall be construed as constituting MedPED and you as partners, or as creating any other form of legal association or arrangement which would impose liability upon one party (or its affiliates, owners, members, agents, employees or consultants) for any act or failure to act of the other party, whether in connection with the conduct of its business or otherwise, or as authorizing you to contractually or otherwise obligate MedPED in any manner.

14. General Provisions.

These Subscription Terms and Conditions shall be governed by, construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. These Subscription Terms and Conditions constitute the entire agreement between you and MedPED with respect to your membership in the Subscription Service and supersede all previous agreements, understandings and representations relating thereto. No failure by MedPED or you to exercise any rights, powers or remedies hereunder or its delay to do so shall constitute a waiver of these rights, powers or remedies. The single or partial exercise of a right, power or remedy shall not prevent its subsequent exercise or the exercise of any other right, power or remedy. If any provision of these Subscription Terms and Conditions or part hereof is determined to be illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect the legality, validity or enforceability of the remainder of the provision or the remaining provisions of these Subscription Terms and Conditions, as the case may be, or the legality, validity or enforceability of that provision or part thereof in any other jurisdiction. These Subscription Terms and Conditions may not be altered, amended or modified, nor may any right hereunder be waived, in any way, except by a writing mutually agreed to and signed by each of the parties. Any attempted alteration, amendment, modification or waiver in violation of the immediately preceding sentence shall be null and void.

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