This Agreement is entered into by and between Tactuum, Inc., a Washington incorporated company and its successors and assigns, (collectively, "Tactuum ") and the Licensee Terms & Conditions. Tactuum and Licensee, intending to be legally bound hereby, and in consideration of the mutual promises and covenants contained herein, do hereby agree to the following terms and conditions: 1. DEFINITIONS. The following terms used in this Software License Agreement shall have the definitions shown in respect of each: “AGREEMENT” means the Software License Agreement, and all quotations, schedules, exhibits and addenda attached hereto, and all amendments hereof. “DOCUMENTATION” means online and other documentation relating to the use of the Tactuum Software that is delivered by Tactuum with the System. “DEPARTMENT” means single department within an organization. “ENTERPRISE” means an entity that consists of two or more organizations. “LICENSED USER” means the individuals employed or contracted by the Licensee and who have a business requirement to access Licensee Content. “LICENSEE” means the Client “LICENSEE CONTENT” means the data and information that Licensee will supply to be viewed by the Licensed Users of the system. In general terms, this content is written by the Licensee to provide Licensed Users with electronic access to its information. There will be no access or inclusion to Patient Health Information (PHI) from the “System”. “LICENSE FEE” means the amount of money that the Licensee will pay Tactuum for the rights granted to the System in this Agreement. “ORGANIZATION” means single hospital/clinic or equivalent. “TACTUUM SERVERS” means the servers provided by Tactuum (or by a third party) and used by Tactuum to operate the Tactuum Quris Software for the Licensee. “TACTUUM SOFTWARE” means the executable object code of the Tactuum “Quris Clinical Companion” software identified in the attached Schedule, including any Documentation, and including all corrections, enhancements, bug fixes and Updates that may be provided to Licensee by Tactuum pursuant to the terms of this Agreement. “TOOLKIT” means a software component creatable within the “system” containing “Licensee Content”. A “Toolkit” must not extend beyond 100MB. “SYSTEM” means the Tactuum Software, Tactuum Servers and complementary software (if any). The System is designed to provide Licensee Content information through a Tactuum Software platform running on Tactuum Servers to Licensed Users through a server-client network. 2. LICENSE AND SCOPE OF USE. 2.1. Upon full payment of the License Fee as provided herein, Tactuum hereby grants Licensee a limited, non-exclusive, non-transferable, non-assignable, revocable license (without the right to sub-license for the Term (as defined herein)) to access and use the Tactuum Software and Documentation as set forth in Schedule 1, solely for Licensee's internal, primary business purposes. 2.2. Tactuum reserves the right to include means within the Tactuum Software to limit Licensee's use of the Tactuum Software to the agreed number or class of Licensed Users. In addition, Tactuum may audit Licensee's deployment and use of the Tactuum Software for compliance with the terms of this Agreement upon Tactuum's request, during Licensee's normal hours of business and upon reasonable advance written notice. If an audit reveals that Licensee has used the Tactuum Software in breach of this Agreement, then Tactuum may, at its option: (i) charge Licensee additional fees that reflect Licensee's actual use of the Tactuum Software; or (ii) immediately terminate this Agreement. If Tactuum chooses to charge additional fees, then Licensee shall pay such additional fees promptly upon receipt of Tactuum's invoice. 2.3. Licensee may add additional Licensed Users under this Agreement upon written notice to Tactuum of the number of additional Licensed Users and the execution of an additional Schedule to this Agreement. Licensee shall not be charged for adding additional users, unless Licensee also adds an additional toolkit that would reflect clinical content used by other than the Licensee organization. For each additional “organization”, Licensee agrees to pay Tactuum the then-current price upgrade fee for each new additional licensed “organization”. 2.4. Licensee shall comply with all export laws and regulations of the U.S. Government and the government of any country, sovereignty or jurisdiction in which Licensee uses, installs, or receives delivery of the System that pertains to this Agreement. 2.5. Tactuum Servers are used for operation of the System, such hardware may contain code or internal system programs subject to an agreement between Tactuum and a third party provider. In such event, Licensee agrees to be bound by the provisions of any such agreement upon notice thereof by Tactuum. 2.6. Licensee understands that Licensee may request Tactuum to modify the Tactuum Software to meet the unique needs of Licensee. This work, if any, shall be governed by a fully executed Schedule to this Agreement. Licensee agrees that all such modifications of the Tactuum Software shall remain the property of Tactuum. Licensee understands that any modifications or alterations Licensee or a third-party operating on Licensee’s request makes to the Tactuum Software shall automatically void the warranty with respect to the System. 3. TRAINING/CONSULTING SERVICES. Tactuum will provide training, consulting services, and/or on-site support for the number of hours, price and at the locations specified in the Schedule in a way that is mutually agreeable to Tactuum and Licensee. Licensee agrees to pay all actual travel related expenses for training and consulting. 4. MAINTENANCE. Tactuum agrees to offer maintenance and support of the Tactuum Software subject to the terms and conditions of this Agreement and for such services as described in Exhibit A (Maintenance Services) attached hereto and subject to the fees as set forth in the Schedule attached hereto. 5. RETAINED RIGHTS. Tactuum retains the right to sell, lease, or license the System to any other customers or potential customers. Tactuum further reserves any right, title and interest to any proprietary or intellectual property rights in and protection of the System, or any of its parts, which are now, or in the future may be, available under the laws of the United States or any State or foreign country. 6. TERM AND TERMINATION. 6.1. This Agreement shall commence on the day first written in Schedule A and shall continue until expiration of the term stated in Schedule A (unless renewed or extended) or until terminated in accordance with this Section. 6.2. Tactuum may, at its option and without notice to or demand on Licensee, automatically terminate this Agreement: (i) upon any attempt by Licensee to transfer the System; (ii) upon Licensee's refusal to accept delivery of the System; or (iii) upon the return of the System by Licensee without prior written authorization from Tactuum. Tactuum may, at its option, declare this Agreement in default, thereby forfeiting all rights of Licensee in and to the System and canceling this Agreement and all licenses granted to Licensee hereunder upon any event of default, which shall include: (i) the failure of Licensee to pay Tactuum any fee, cost, or other payment accruing under this Agreement or other agreement with Tactuum when due, if such failure has not been cured within ten (10) calendar days after receipt of written notice of such breach from Tactuum; (ii) Licensee's breach of any other provision of this Agreement and failure to cure such breach within thirty (30) calendar days after receipt of written notice of such breach from Tactuum; (iii) any act or event whereby Licensee becomes insolvent, makes an assignment for the benefit of its creditors, or consents to the appointment of a trustee or receiver, or the appointment without its consent of a trustee or receiver; or (iv) the filing of a petition in bankruptcy by or against Licensee and such petition is not dismissed within thirty (30) calendar days. Tactuum Software may contain disabling codes or other computer programming routines that are intended to interfere with, suspend or terminate Licensee's use of and access to the Tactuum Software, which codes or routines shall only be activated by Tactuum in the event of Licensee's breach of any term of this Agreement, including without limitation nonpayment and failure to cure such nonpayment, or termination of this Agreement. 6.3. Upon termination, this Agreement and Licensee's license shall automatically terminate and Licensee shall, and cause its Licensed Users to, cease all use of the Tactuum Software, Documentation and Confidential Information (as defined herein). 6.4. Termination of this Agreement shall not relieve either party of obligations incurred prior to termination, nor shall it constitute an election of remedies, and Tactuum reserves all rights to pursue appropriate remedies in the event of any breach by Licensee. 7. CONFIDENTIAL AND PROPRIETARY INFORMATION. 7.1. The Tactuum Software and Documentation are owned exclusively by Tactuum. The Tactuum Software and Documentation are licensed as provided in this Agreement and are not sold. The limited rights granted under this Agreement are not a transfer or sale of Tactuum’s ownership rights in or to the Tactuum Software or the Documentation. LICENSEE MAY NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN, LOAN, OR OTHERWISE USE OR TRANSFER THE TACTUUM SOFTWARE OR THE DOCUMENTATION, OR ANY RIGHTS UNDER THIS AGREEMENT, TO ANY THIRD PARTY. 7.2. Licensee may not remove or destroy any Tactuum trademarks, copyright notices, or other proprietary markings from the System. Tactuum may refer to the Licensee in its marketing content and materials. 7.3. Licensee agrees to notify Tactuum in writing of any unauthorized use or disclosure of the Confidential Information, and Licensee agrees to fully cooperate with Tactuum in the enforcement of Tactuum's rights hereunder. 8. LOSS OF DATA FILES. Tactuum shall not be responsible for loss of data files from any cause whatsoever. Licensee shall protect itself from such loss by making copies of all data on a regular basis and by having a procedure that allows it to revert to a previous copy, should that ever be necessary. 9. LIMITATION OF LIABILITY. IN NO EVENT SHALL TACTUUM BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SIMILAR DAMAGES OR INJURY DUE TO THE FAILURE OF, OR OTHERWISE ARISING OUT OF, THE SYSTEM, OR FOR ANY LOSS OF PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF TIME, LOSS OF BUSINESS, LOSS OF WORK PRODUCT, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, WHETHER DIRECTLY OR INDIRECTLY CAUSED, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR FOR ANY CLAIM OR DEMAND AGAINST LICENSEE BY ANY OTHER PARTY. LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OF THE SYSTEM SHALL BE THE WARRANTIES CONTAINED HEREIN AND THESE ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES. UNDER NO CIRCUMSTANCES WILL TACTUUM'S LIABILITY TO LICENSEE OR ANY OTHER PERSON OR ENTITY EXCEED THE COST OF THE SYSTEM SET FORTH ON THE SCHEDULE. 10. DISPUTE RESOLUTION. Should a dispute arise under this Agreement or between the parties, the parties shall first notify the other in writing of the dispute and attempt in good faith to resolved the matter informally. If the parties are not able to resolve the dispute, they shall pursue mandatory mediation with a mutually agreeable mediator at Judicial Dispute Resolution, Seattle. If the dispute is not resolved through mandatory mediation, the matter shall be settled by binding arbitration by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator maybe entered in any court having jurisdiction. Any such arbitration will be conducted in or near Seattle, Washington. Either party, before or during any arbitration, may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction, where such relief is necessary to protect its interest pending completion of the arbitration proceedings. This Agreement and the relationship between the parties shall be construed and interpreted and its performance shall be governed by the laws of the State of Washington, without regard to conflicts of law principles of any jurisdiction. 11. PAYMENT OF EXPENSES. If either party is required to engage in proceedings, legal or otherwise, to defend or enforce its rights under or any of the terms, conditions, or provisions in this Agreement, the prevailing party shall be entitled to recover, in addition to any other remedy or sums due, the reasonable attorneys' fees and disbursements, costs of such proceeding, and collection service fees incurred in connection therewith. 12. FORCE MAJEURE. Neither party hereto shall have any liability for delay or non-fulfillment of any terms of this Agreement caused by any cause not within such party's direct control (but excluding financial inability) such as an act of God, war, riots or civil disturbance, strikes, accident, fire, transportation conditions, labor and/or material shortages, governmental controls, regulations and permits and/or embargoes. 13. NOTICES. Any notice or other communication required or permitted hereunder shall be sufficiently given if in writing and sent by certified mail, postage prepaid, and shall be deemed to have been given as of the date so mailed. Licensee's legal address is shown on the first page of this Agreement. Tactuum's legal address is: Tactuum, LLC. 14725 NE 20th ST D34 Bellevue, WA, 98007 14. BINDING EFFECT AND ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns; provided, however, that Licensee shall not assign, transfer or encumber the rights and obligations granted under this Agreement or delegate the obligations imposed on it by this Agreement, in whole or in part. Any attempt to the contrary shall be void and unenforceable and shall not constitute a transfer of this license to such third party. This Agreement shall not be effective until executed by a duly authorized officer of Tactuum. 15. ENTIRE AGREEMENT AND MODIFICATION. This Agreement and any Schedules, Exhibits, Quotations or Addenda attached hereto and specifically incorporated herein by reference constitute the entire, final, and exclusive agreement between the parties and supersedes all previous agreements or representations, oral or written, relating to this Agreement. In the event of a conflict, inconsistency or ambiguity between this Agreement and any Schedule, Exhibit, Quotation or Addenda attached hereto, the terms of this Agreement shall govern. This Agreement may not be modified or amended except in writing signed by an authorized representative of each party. No purchase order, other ordering document or any hand written or typewritten text which purports to modify or supplement the printed text of this Agreement shall add to or vary the terms of this Agreement. 16. SEVERABILITY AND WAIVER. If any provision of this Agreement shall be determined to be void, invalid, unenforceable or illegal for any reason, then the validity and enforceability of all of the remaining provisions hereof shall not be affected thereby, and the offending provision(s) shall be enforced to the maximum extent allowed under applicable law. No waiver by Tactuum of any failure by Licensee to keep or perform any obligation or condition of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other obligation or condition. Tactuum's remedies shall be deemed cumulative, and the exercise of one shall not preclude the exercise of any other remedy nor shall specifications of remedies herein exclude any rights or remedies at law or inequity that may be available. 17. COUNTERPARTS. For the convenience of the parties hereto, any number of counterparts hereof may be executed, and each such executed counterpart shall be deemed to be an original instrument, but all of which shall constitute the same instrument. 18. OWNERSHIP. Licensee content is acknowledged by Tactuum as being wholly owned by the licensee and upon termination or cessation of the contract, all content may be transferred to the licensee upon request.