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SINGLE END-USER LICENSE AGREEMENT FOR ESPHERED INC.’S VKEY

IMPORTANT – READ CAREFULLY: This eSphered Inc. vKey End-User License Agreement ("EULA") is a legal AGREEMENT between you and eSphered Inc. for the eSphered Inc. vKey product, which includes the vKey hardware, computer software and may include associated media, printed materials, and "online" or electronic documentation ("vKey").

BY CLICKING THE “ACCEPT” OPTION OR BY USING THE VKEY, YOU HAVE AGREED TO BE BOUND BY THIS EULA. Your click of the “accept” option is a symbol of your signature and your assent to all parts of this EULA. Please note that in addition to the final acceptance, you are required to accept all the specific conditions herein and provide accurate contact information that is stored on the vKey, together with personally emailing said information to http://www.myvkey.com/Registration.aspx. If You do not want to agree, do not take any of the above actions and return vKey to the place where you acquired it, within thirty (30) days of its acquisition and prior to any use beyond reviewing this EULA, for a refund. If you cannot obtain a refund, contact eSphered Inc. at: 6-1500 Upper Middle Rd. W., Suite 215, Oakville, Ontario, Canada (or by e-mail to: info@esphered.com).

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VKEY LICENSE

vKey is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The software operating on vKey USB key is licensed, not sold.

1) GRANT OF LICENSE

This EULA grants you, the computer software end-user, the following rights:

Applications Software: vKey may be used only by you. You may exclusively use this copy of vKey on any number of computers. You may not copy, share, or otherwise cause or allow your copy of vKey to be used or run in any way, other than directly from the USB key on which it was sold to you.

2) DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

vKey is licensed as a single product. Its component parts may not be separated from its original hardware or software, nor copied or otherwise distributed.

Rental: You may not rent, lease, or lend vKey to any party.

vKey Transfer: You may permanently transfer this vKey, provided you reset the registration for vKey by selecting the TRANSFER RESET option under LEGALS page, which will reset the vKey’s access to preclude any further use until this EULA has been agreed to by the new user. Please note, that transferring vKey will not relieve the prior registrant(s) from liability pursuant to the EULA that they entered into.

TO USE VKEY THIS MUST BE ACCEPTED

Support Services: eSphered Inc. may provide you with support services related to the vKey ("Support Services"). The provision and use of Support Services is governed by eSphered Inc. policies and programs described in the vKey online user manual and supporting documentation. Any supplemental software code provided to you as part of the Support Services shall be considered part of the vKey and subject to the terms and conditions of this EULA. With respect to technical information you provide to eSphered Inc. as part of the Support Services, eSphered Inc. may use such information for its business purpose, including for product updates and development. eSphered Inc. will use its best efforts to not utilize such technical information in a form that personally identifies you.

3) UPGRADES While eSphered Inc. will continue to develop its products, it does not provide upgrades of the vKey to registered customers. Customers who have properly completed the online registration of their vKey will not receive updated versions of vKey, but may be eligible for discounts on future products. Customers may opt to receive product development news during the online registration process.

Although eSphered Inc. continues to develop its products, and will provide you with regular updates of its developments, if you properly completed the required online registration, eSphered Inc. does not provide upgrades of the vKey, however eSphered Inc. does provide discounts for newer models of the vKey when ordered online and the customer has previously registered the prior vKey online.

4) COPYRIGHT AND TRADEMARKS

All title, trademarks and copyrights in and pertaining to the vKey (including but not limited to any images, photographs, animation, video, audio, music, text, and applets incorporated into vKey), the accompanying, physical and/or electronic media, documentation, supporting materials and files of vKey are owned by eSphered Inc. vKey is protected by copyright and trademark laws and international treaty provisions. You must treat vKey like any other copyrighted material for archival purposes only. You may not copy the printed materials and files accompanying the vKey.

You may not remove, modify or alter any eSphered Inc. copyright or trademark notice from any part of vKey, including but not limited to any such notices contained in the physical and/or electronic media or documentation, or in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or dynamically or otherwise created by vKey.

5) DELETION, LOSS, CORRUPTION

Deletion of vKey Software: If the vKey software is deleted from the vKey USB key, either intentionally or otherwise, eSphered Inc. is under no obligation to replace the vKey software. If eSphered Inc., at its discretion, chooses to replace the vKey software, appropriate shipping, handling and technical support fees will apply.

Corruption or Loss of Files:

vKey Files: If any files associated with vKey become corrupted, lost, or otherwise damaged or unusable, eSphered Inc.'s entire liability and your exclusive remedy shall be repair or replacement of the component(s) of vKey that do(es) not meet eSphered Inc.'s Limited Warranty. See LIMITED WARRANY, below.

Non-vKey Files: If any files stored on vKey by the user become corrupted, lost, or otherwise damaged or unusable, eSphered Inc.'s entire liability and your exclusive remedy shall be repair or replacement of the component(s) of vKey that do(es) not meet eSphered Inc.'s Limited Warranty. See LIMITED WARRANY, below.

6) LIMITED WARRANY

Limited Warranty: eSphered Inc. warrants that (a) vKey will, for a period of one year (365 days) from the date of your receipt, perform substantially in accordance with eSphered Inc.'s physical and/or electronic media materials accompanying it, and (b) any Support Services provided by eSphered Inc. shall be substantially as described in the applicable physical and/or electronic media materials provided to you by eSphered Inc., and (c) eSphered Inc. support engineers will make commercially reasonable efforts to solve any problem issues with vKey. To the extent that implied warranties on vKey are disclaimable, they are disclaimed herein below. Some jurisdictions do not allow disclaimers of or limitations on the duration of an implied warranty, so the above limitation may not apply to you (however, you must also be aware that this limited warranty and the EULA are governed by the laws of Ontario, Canada and the rules of conflicts of law in favor of said jurisdiction). To the extent implied warranties may not be entirely disclaimed but implied warranty limitations are allowed by applicable law, implied warranties on vKey, if any, are limited to one year (365 days). Furthermore, you will lose your limited warranty rights in the event that you are in any way responsible for the issues related or arising from vKey or you have failed to observe any of your obligations under this EULA.

Customer Remedies: eSphered Inc. and its suppliers' entire liability and your exclusive remedy shall be repair or replacement of the component(s) of vKey that do(es) not meet eSphered Inc.'s Limited Warranty and which is returned to eSphered Inc. with a copy of your purchase receipt. This Limited Warranty is void if failure of vKey has resulted from accident, abuse, or misapplication. Any replacement vKey will be warranted for the remainder of the original warranty period, or thirty (30) days, whichever is longer. Outside of the United States and Canada, neither of these remedies nor any product support services offered by eSphered Inc. are available without proof of purchase from an eSphered Inc. authorized international source.

NO OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ESPHERED INC. AND ITS SUPPLIERS DISCLAIM ALL, OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO VKEY AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM JURISDICTION TO JURISDICTION.

The software and modules provided, including but not limited to, calculators, charts, protocols, values and applications, are not meant to be a substitute for professional advice and are not to be used for medical diagnosis nor treatment. Extensive effort has been exerted to make this software as accurate as possible as of the version date. However, the accuracy and completeness of the information provided by this software cannot be guaranteed. This software is to be used as a guide only, and veterinary professionals should use sound clinical judgement and individualize therapy to each specific patient care situation. All calculations, output, values and information must be confirmed before use for clinical or diagnostic purposes by qualified veterinary professionals. As a result, this software should only be used by qualified veterinary professionals, or under their direct supervision. eSphered, Inc., its employees, directors, shareholders and any and all related parties, including third parties ('the Authors') make no claims whatsoever, expressed or implied, about the authenticity, accuracy, reliability, completeness or timeliness of the material, information, software, text, graphics and links given.

TO USE VKEY THIS MUST BE ACCEPTED

IN NO EVENT SHALL THE AUTHORS BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO MALPRACTICE OR LOST PROFITS, ARISING OUT OF THE USE OF THIS SOFTWARE AND ITS DOCUMENTATION, EVEN IF THE AUTHORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE AUTHORS SPECIFICALLY DISCLAIM ANY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE PROVIDED HEREUNDER IS ON AN 'AS IS' BASIS, AND THE AUTHORS HAVE NO OBLIGATIONS TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, ENHANCEMENTS, OR MODIFICATIONS.

LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY. Your exclusive remedy for any breach of the Limited Warranty is set forth in the Limited Warranty. AS FOR ALL OTHER BREACHES OF THIS EULA BY MICROSOFT, ITS SUPPLIERS, AFFILIATES OR AGENTS, YOU AGREE THAT YOUR SOLE REMEDY FOR ANY SUCH BREACH AND FOR ANY OTHER CAUSE OF ACTION OF ANY NATURE RELATING TO PARTS 1 OR 2 OF THIS EULA OR TO THE SOFTWARE, HARDWARE DEVICE, OR SUPPORT SERVICES SHALL BE, AT MICROSOFT’S OPTION, (1) repair or replacement of all or part of the SOFTWARE, Hardware Device or Support Service (including without limitation, repair or replacements with non-Microsoft items); or (2) refund of the amount You actually paid for the respective SOFTWARE, Hardware Device or Support Service causing Your damages, which refund amount shall not exceed the actual damages incurred by You in reasonable reliance; or (3) with respect to Support Services, any lesser and different remedy or limitation contained in the contract for those services. You agree that the damage exclusions in this EULA and this limitation of liability shall apply even if any remedy fails of its essential purpose. These limitations do not apply to the extent of any liabilities that cannot be excluded or limited by applicable law.

EXCLUSIONS FROM COVERAGE. This Limited Warranty shall not apply and eSphered Inc. has no liability under this Limited Warranty if the vKey:

- is used for commercial purposes (including rental or lease) or purposes beyond the scope of this license;

- is modified or tampered with;

- is damaged by Acts of God, power surge, misuse, abuse, negligence, accident, wear and tear, mishandling, misapplication, or other causes unrelated to defects in the vKey;

- is damaged by programs, data, viruses, or files, or during shipments or transmissions;

- is not used in accordance with the accompanying documentation and use instructions; or

- is repaired, modified or altered by other than an eSphered Inc. authorized repair center and the unauthorized center causes or contributes to any defect or damage.

7) LIMITED GUARANTEE

If you are not 100% satisfied with your eSphered, Inc. product, we will refund your purchase price, plus return shipping costs (see below), at anytime within thirty (30) days of your original purchase (receipt required). If you want to return your product under our thirty (30) day no risk money-back guarantee offer (valid only for purchases made in the United States and Canada), please fill out the thirty (30) day Money-Back Guarantee Form available at our website: http://www.myvkey.com/Guarantee_Form.aspx and mail it to us along with your purchase receipt and the product you wish to return. This Guarantee does not apply to bulk orders. Bulk orders are considered any order of more than 2 vKeys purchased together, or more than 4 vKeys purchased by the same client (individual, address, clinic, etc.) in one 365 day period. The refund will be issued only when original product, receipt and Money-Back Guarantee form have been received by eSphered, Inc. The cost of return shipping is added to the purchase price refunded to a maximum of $20. eSphered, Inc. will not cover return shipping expenses exceeding $20.

8) THIRD PARTY SOFTWARE

The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at http://www.myvkey.com/ThirdParty.aspx and are made a part of and incorporated by reference into this EULA. TO USE VKEY THIS MUST BE ACCEPTED

9) GENERAL

This EULA shall be governed by the provincial laws of the Province of Ontario and federal laws of Canada, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of Toronto, Ontario, Canada to resolve any disputes arising under this EULA.

This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the vKey licensed hereunder shall be of no effect. The failure or delay of eSphered Inc. to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

No eSphered Inc. dealer, agent or employee is authorized to make any amendment to this EULA. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

The vKey and this EULA may be updated, with important changes being identified on our website at http://www.myvkey.com/Updates.aspx, which you should regularly review, together with providing Esphered Inc. with current email contact information so that updates and new information can be emailed to you in a timely manner.

Should you have any questions concerning this EULA, or if you desire to contact eSphered Inc. for any reason, please contact the eSphered Inc. distributor serving your country, or write: eSphered Inc., 6-1500 Upper Middle Rd. W., Oakville, Suite 215, Ontario, Canada (or by e-mail to: info@esphered.com ).

TO USE VKEY YOU MUST ACCEPT THIS END-USER LICENSE AGREEMENT IN ITS ENTIRETY AND WITHOUT MODIFICATION