The following are additional terms and conditions regarding software and services to be provided to Client by web2pro for the Advance Innovative Solution (“AIS”) Dial-a-Script® and RxCall® (as applicable) interactive voice response system components.

Terms and Conditions:

1. Use of Interactive Voice Response System.

   a. Client agrees to utilize the interactive voice response system components in accordance with the Agreement, its exhibits or attachments, all applicable laws and regulations now or hereafter imposed, and web2pro-provided instructions and specifications.

   b. Client acknowledges and agrees that the Dial-a-Script® and RxCall® software may be installed on a single computer only and only at the Facility(ies) licensed to use such Dial-a-Script® and RxCall® software and not to use the Dial-a-Script® and RxCall® software on more than the licensed number of ports.

   c. Client agrees to utilize the interactive voice response system components solely for Client’s internal business purposes for prescription refills and with EnterpriseRx®, Third Party Software, and/or EnterpriseRx® Hardware, as applicable.

2. Services.

   a. Standard (Remote) Implementation Services. web2pro will enable connectivity to EnterpriseRx®, and AIS will establish initial requirements and Client messages for the IVR “Auto Attendant” (the “Remote Implementation Services”). Remote Implementation Services require Client to have acceptable remote access software. Remote Implementation Services require Client, at its own expense, to have its telephone vendor install wire extensions and be present during installation and cutover to program and test the telephone system.

   b. On-Site Implementation Services. Client may elect to have on-site implementation services conducted by AIS for Dial-a-Script® and RxCall® (“On-Site Implementation Services”). AIS will charge Client a fee for On-Site Implementation Services based upon AIS’ charge for time and materials at the time that such services are provided, for each Facility, plus travel and other miscellaneous expenses. On-site Implementation Services require Client, at its own expense, to have its telephone vendor install wire extensions and be present during installation and cutover to program and test the telephone system.

   c. Software Customization. Client may request customization of the Dial-a-Script® and RxCall® software (“Software Customization”). If AIS and Client agree that such request is feasible, then AIS will develop such customizations at its current rate for services, plus approved expenses. AIS will own all intellectual property rights in all enhancements and customizations delivered under the Agreement, all of which will be deemed AIS software for the purpose of the Agreement.

   d. Additional Services. Client shall pay AIS at AIS’ then-current hourly rates for any additional services provided by AIS upon Client’s request. Additional services include, but are not limited to the following (the “Additional Services”): (a) detailed advice or support regarding the use and operation of the Dial-a-Script® and RxCall® software; (b) on-site service of any kind; (c) installation, data conversion, or system integration services or other consulting services; (d) service or maintenance of third-party software, operating software, hardware, or other equipment; (e) services caused by Client’s fault, misuse, negligence or failure to perform Client’s responsibilities, including failure by Client to maintain adequate data back-ups; (f) services caused by a malfunction of or problem with the Dial-a-Script® and RxCall® software or goods other than those licensed by AIS; and (g) services caused by the use by Client of any version of the Dial-a-Script® and RxCall® software other than the current or immediately prior version.

3. Client Responsibilities.

   a. Contact Person. Client will designate no more than two (2) “Contact Persons” who have undergone training by web2pro as the designated contacts for dealing with web2pro on support questions. Client agrees that before contacting web2pro with a question, a Contact Person shall take reasonable steps to resolve the question. For example, the Contact Person shall recreate and verify the alleged problem and review the documentation before contacting web2pro. Calls for support services shall be initiated by Client to web2pro only by a Contact Person.

   b. Assistance. Client shall provide web2pro with access to and use of all information and Facility(ies) reasonably necessary for web2pro to provide support, including software, hardware, and support at Client’s Facility(ies) to facilitate web2pro’s on-line access to Client’s computer system. Client shall perform tasks as reasonably requested by web2pro to aid in the resolution of problems, and shall implement all reasonable workarounds to problems as directed by web2pro.

   c. Back-ups. Client shall maintain adequate back-ups of all data used in connection with the Dial-a-Script® and/or RxCall® software. MCKESSON SHALL NOT BE OBLIGATED TO RECREATE OR RESTORE, OR IN ANY WAY BE LIABLE FOR, CLIENT’S DATA

4. Hardware and Third-Party Software Requirements.

Unless otherwise mutually agreed in writing, Client shall be responsible for acquiring for each Facility all hardware and third-party software described below.

   a. For Dial-a-Script®:

  1. Computer (minimum specifications: Windows® 2000 or Windows XP Professional, Pentium® class processor, 512MB memory, 20GB hard disk, motherboard with 1 available PCI slot of appropriate size for each IVR card implementing (full height / half length for analog and full height / full length for digital)
  2. Network connection to Facility practice management system
  3. web2pro-approved remote access ability for remote installations and support
  4. Phone system and phone system wiring and programming to specs contained on “Phone Switch Configuration Requirements” document
  5. USR class 2.0 fax modem (if Client wants Dial-a-Script® to fax refill authorization requests to doctors)

b. For RxCall®:

  1. Distributed Dial-a-Script® with adequate port and line capacity
  2. Phone line enabled for outbound calls
  3. Dialing rules for outbound calls

5. Client agrees to be bound by the following Third Party Terms for any Dialogic Products (VoIP Solutions including Dialogic Host Media Processing for Windows® Software) Third Party Software:

Dialogic Software License Agreement

IMPORTANT – READ BEFORE COPYING, INSTALLING OR USING

AS USED HEREIN, “YOU” MEANS THE INDIVIDUAL DOWNLOADING THE SOFTWARE AND HIS/HER EMPLOYER AND “DIALOGIC” MEANS

DIALOGIC CORPORATION. OTHER TERMS USED HEREIN ARE DEFINED BELOW.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS DIALOGIC SOFTWARE LICENSE AGREEMENT AND UNDERSTAND IT, AND THAT BY DOWNLOADING, INSTALLING OR USING ANY OF THE SOFTWARE ACCOMPANYING THIS DIALOGIC SOFTWARE LICENSE AGREEMENT (“SOFTWARE”) YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. DO NOT INSTALL OR USE THE SOFTWARE IF YOU RECEIVED THE SOFTWARE ON A PHYSICAL MEDIA AND DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS DIALOGIC SOFTWARE LICENSE AGREEMENT. DIALOGIC IS UNWILLING TO LICENSE THE SOFTWARE TO YOU IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS DIALOGIC SOFTWARE LICENSE AGREEMENT. AS USED HEREIN, “YOU” MEANS THE INDIVIDUAL DOWNLOADING OR INSTALLING THE SOFTWARE AND HIS/HER EMPLOYER AND “DIALOGIC” MEANS DIALOGIC CORPORATION. CERTAIN TERMS USED HEREIN ARE DEFINED ABOVE AND BELOW.

LICENSE Subject to the terms and conditions of this Dialogic Software License Agreement, Dialogic grants to You a non-exclusive, non-assignable, non-transferable, fully-paid up copyright license to copy the Software and distribute the Software, solely in executable form, with Your products that incorporate the Dialogic hardware product for which Dialogic has written the Software (“Your Product”).

DISTRIBUTION TERMS AND RESTRICTIONS Distribution of the Distribution Software is subject to the following conditions: (i) You are solely responsible to Your direct or indirect customers, distributors, sub-distributors and End Users for any warranty, update or support obligations or other liability which may arise from distribution of the Distribution Software hereunder, (ii) You shall not make any statement that Your Product is “certified,” or that its performance is guaranteed, by DIALOGIC, (iii) You shall not use DIALOGIC’s name or trademarks or logos to market Your Product without written permission, and (iv) You shall indemnify, hold harmless, and defend DIALOGIC (including all of its officers, employees, directors, subsidiaries, representatives, affiliates, suppliers and agents) from and against any claims or lawsuits, including attorney’s fees and expenses, that arise or result from distribution of the Distribution Software pursuant to this Dialogic Software License Agreement.

DISTRIBUTION TO END USERS An “End User” is a party that is being provided Your Product for its own use, and not for the purpose of further distribution, resale, or furnishing Your Product to a third party. Distribution to End Users of the Distribution Software as part of Your Product by You or Your distributors and any sub-distributors, in addition to the other conditions set forth herein, is subject to the condition that each End User enters into a legally valid agreement that prohibits copying and distribution of the Distribution Software, and prohibits use of the Distribution Software except with Your Product and (ii) that includes terms that are at least as protective of DIALOGIC (including all of its officers, employees, directors, subsidiaries, representatives, affiliates, suppliers and agents) as the terms and conditions specified in this Dialogic Software License Agreement.

DISTRIBUTIONS VIA YOUR DISTRIBUTORS You may authorize Your distributors and any subsequent sub-distributors to distribute the Distribution Software only as part of Your Product provided that any such distribution is in accordance with a written agreement entered into by any such distributor or sub-distributor that (i) includes terms and conditions at least as protective of DIALOGIC (including all of its officers, employees, directors, subsidiaries, representatives, affiliates, suppliers and agents) as the terms and conditions specified in this Dialogic Software License Agreement, and (ii) complies with the terms specified in the section entitled “Distribution to End Users” above.

OWNERSHIP Title to all copies of the Software remains with DIALOGIC and/or its affiliates and/or its suppliers. The Software is copyrighted and protected by the laws of Canada, the United States and other countries, and international treaty provisions. You may not remove any copyright notices from the Software. This Dialogic Software License Agreement does not include any license to any updates or upgrades (including without limitation bug fixes, new releases, or added functionality) which DIALOGIC may make to the Software at its sole discretion. DIALOGIC is not obligated to support, update or upgrade the Software. Except as otherwise expressly provided herein, DIALOGIC grants no express or implied right or license under DIALOGIC’s patents, copyrights, trademarks, trade secrets or other intellectual property rights.

LIMITATION ON REVERSE ENGINEERING You shall not, nor shall You permit any third party to, decompile, disassemble or reverse engineer the Software, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation.

EXPORT CONTROL You agree to comply with all applicable requirements of the Office of Export Administration of the U.S. Department of Commerce, Washington, D.C. 20230, and that You will follow all applicable Export Administration Regulations issued by the U.S. Department of Commerce, as they may be amended from time to time.

CONFIDENTIALITY The Software includes confidential information of DIALOGIC and/or its affiliates, and/or suppliers . You may not reveal or disclose the Software in any form, or display it publicly, or use it or any information relating to it except for the purposes of this Dialogic Software License Agreement.

TERMINATION Without prejudice to any other rights, Dialogic may terminate this Dialogic Software License Agreement and all rights hereunder if You fail to comply with the terms herein. In such event, You must destroy all copies of the Software.

THIRD PARTY SOFTWARE Third party software (e.g. – drivers, utilities, operating system components, etc.) which may be distributed with the Software hereunder will also be subject to the terms and conditions of any third party licenses which may be supplied with such third party software or set forth below or in the End User Documentation, and installation, use and/or further distribution by You will be subject to such third party licenses. Some third party software and some of the Software components may be subject to open source license provisions and installation, use and/or further distribution by You of such third party software and Software components are subject to the respective open source license under which it is provided. DIALOGIC expressly disclaims liability of any kind with respect to installation, use or distribution by You of third party software. Such third party software is provided to You “as is” and at Your own risk.

DISCLAIMER OF WARRANTIES You understand and acknowledge that the Software is provided on an AS-IS basis, without warranty of any kind. DIALOGIC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE WILL RUN ERROR-FREE OR UNINTERRUPTED. DIALOGIC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DIALOGIC ASSUMES NO RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OR INABILITY TO USE THE SOFTWARE. THE ENTIRE RISK OF THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. IF YOU RECEIVE ANY WARRANTIES REGARDING THE SOFTWARE, THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON DIALOGIC.

GOVERNMENT RESTRICTED RIGHTS The Software is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Software by the Government constitutes acknowledgement of DIALOGIC’s proprietary rights therein.

EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITIES IN NO EVENT SHALL DIALOGIC OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SUBSIDIARIES, REPRESENTATIVES, AFFILIATES AND AGENTS HAVE ANY LIABILITY TO YOU OR ANY OTHER THIRD PARTY, FOR ANY LOST PROFITS, LOST DATA, LOSS OF USE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS DIALOGIC SOFTWARE LICENSE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, AND IRRESPECTIVE OF WHETHER DIALOGIC OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SUBSIDIARIES, REPRESENTATIVES, AFFILIATES AND AGENTS HAVE ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY CASE, DIALOGIC’S AND ITS OFFICERS’, EMPLOYEES’, DIRECTORS’, SUBSIDIARIES’, REPRESENTATIVES’, AFFILIATES’ AND AGENTS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS DIALOGIC SOFTWARE LICENSE AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE FEES THAT YOU PAID FOR THE SOFTWARE (IF ANY).

THE SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, OR FOR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR. Should You or Your direct or indirect customers use the Software for any such unintended or unauthorized use, You shall indemnify and hold Dialogic and its officers, employees, directors, subsidiaries, representatives, affiliates and agents harmless against all claims, costs, damages and expenses, and attorney fees and expenses arising out of, directly or indirectly, any claim of product liability, personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that Dialogic was negligent regarding the design or manufacture of the part.

APPLICABLE LAWS Claims arising under this Dialogic Software License Agreement shall be governed by the laws of the Province of Quebec, Canada, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. DIALOGIC is not obligated under any other agreements unless they are in writing and signed by an authorized representative of DIALOGIC. Each Party hereby agrees to jurisdiction and venue in the courts of the Province of Quebec, for all disputes and litigation arising under or relating to this Dialogic Software License Agreement. The Parties consent to the personal jurisdiction of the above courts.

MISCELLANEOUS. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. Failure by either Dialogic or You to enforce any term will not be deemed a waiver of future enforcement of that or any other term. The terms and conditions stated herein are declared to be severable. Should any term(s) or condition(s) of this Dialogic Software License Agreement be held to be invalid or unenforceable the validity, construction and enforceability of the remaining terms and conditions of this Dialogic Software License Agreement shall not be affected. You may not assign any rights, duties or obligations hereunder without the prior written approval of Dialogic and any attempt to assign any rights, duties or obligations hereunder without Dialogic’s written consent will be void. It is expressly agreed that Dialogic and You are acting as independent contractors. These terms and conditions constitute the entire agreement between Dialogic and You with respect to the subject matter hereof. These terms and conditions will prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any other agreement between Dialogic and You. Deviations from these terms and conditions are not valid unless agreed to in writing by an authorized representative of Dialogic. You agree to comply with all applicable laws including any applicable export rules or regulations.

LANGUAGE. This Dialogic Software License Agreement has been drafted in the English language only. Ce contrat a été rédigé en anglais uniquement. All communications and notices made or given pursuant to this Dialogic Software License Agreement, and all documentation and support to be provided, unless otherwise noted, shall be in the English language.

NOTICES. Any notices to Dialogic under this Dialogic Software License Agreement shall be sent to the attention of Dialogic’s Legal Department at 9800 Cavendish Blvd., 5th Floor, Montreal, Quebec, Canada by courier or registered mail.

Contractor or Manufacturer is Dialogic Corporation, 9800 Cavendish Blvd., 5th Floor, Montreal, Quebec, Canada H4M 2V9

Copyright © 2002-2006, DIALOGIC Corporation, All rights reserved.