NOTICE

THIS IS A CONTRACT. AT THE END OF THIS DOCUMENT, YOU WILL BE ASKED TO ACCEPT THIS AGREEMENT AND CONTINUE TO INSTALL OR, IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT, TO DECLINE THIS AGREEMENT, IN WHICH CASE, YOU WILL NOT BE ABLE TO USE OR OPERATE THE LICENSED SOFTWARE, AS DEFINED BELOW. BY ACCESSING, USING, OPERATING, DOWNLOADING, STORING, LOADING, EXECUTING, DISPLAYING, OR COPYING THE LICENSED SOFTWARE THROUGH THIS WEBSITE, OR OTHERWISE BENEFITING FROM USING THE FUNCTIONALITY OF THE LICENSED SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSOR IS UNWILLING TO LICENSE THE LICENSED SOFTWARE TO YOU. IN SUCH EVENT, YOU MAY NOT OPERATE OR USE THE LICENSED SOFTWARE IN ANY WAY.

BY CLICKING THE "I AGREE" CHECKBOX YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, AND AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOUR SOLE RECOURSE IS TO IMMEDIATELY LEAVE THIS WEBSITE AND CEASE ALL USE THEREOF. BY AGREEING BELOW, YOU REPRESENT AND WARRANT TO THE LICENSOR THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THIS END USER LICENSE AGREEMENT.

This End User License Agreement (the "License Agreement") is by and between you, the party clicking the "I agree" button at the end of this document ("you" or "Licensee"), and CardioGauge LLC, a New York limited liability company ("we," "our," "us" or "Licensor"). In consideration of the mutual promises set forth herein, Licensor and Licensee, intending to be legally bound, hereby agree as follows:

1. Grant of License. Subject to the terms and conditions of this License Agreement, Licensor hereby grants to you a non-exclusive, non-transferable, limited, revocable license to use only the CardioGauge software application tool in the form offered on this website (the "Licensed Software") for the Licensee's personal use for this specific visit to this website. The Licensed Software is being licensed to you pursuant to this License Agreement, and not sold or otherwise transferred. It is understood that this License Agreement shall exclusively govern the terms and conditions of the foregoing license grant, and your use of the Licensed Software. The license granted through this License Agreement governs your permitted use of the CardioGauge website (the "Website") and the Licensed Software for this visit and usage, should you subsequently return to the Website or use the Licensed Software, any subsequent version or form of the License Agreement that you agree to shall control govern such subsequent use. You agree not to attempt to access or use the Website or the Licensed Software by circumventing this or any subsequent version of the License Agreement, and further agree that such attempted access or use is strictly prohibited.
2. Use.
   1. For purposes of this License Agreement, "use" means use of the Licensed Software only for Licensee's individual and personal use for this visit to the Website, and for no other purpose. You shall not use or reproduce the Licensed Software, except in accordance with the Licensed Software's published specifications (the "Documentation") or otherwise in accordance with Licensor's written instructions on the Website. Licensee shall not rent, lease, transfer, copy, distribute, redistribute, modify, publish, download, store, access, or otherwise distribute or redistribute the Licensed Software. You shall not modify, reverse engineer or decompile the Licensed Software, create derivative works thereon, attempt to derive source code, the underlying ideas, algorithms, structure or organization of the Licensed Software, or use the Licensed Software to create any computer program or other material that replicates or utilizes the same or substantially similar functions as the Licensed Software. The Website, the Licensed Software and all material published on the Website or made available through the Licensed Software, including, without limitation, text, graphics, photographs, and sounds, and the configuration and arrangement and enhancement thereof, is owned by Licensor or its licensors, and is protected by copyright, trademark, trade secret, patent and other proprietary rights, including, without limitation, copyright laws of the United States of America. All trademarks and service marks appearing on the Licensed Software or the Website are trademarks or service marks of their respective owners, and may not be copied, duplicated or used without the prior written consent of the owner. All rights reserved.
   2. You acknowledge that the Licensed Software and the Website are provided as a general tool providing general feedback to users. Information provided through the use of the Licensed Software and/or the Website may not be relevant for your personal situation. A true and complete healthcare assessment of any person may require a physical examination as well as information not obtained from the Licensed Software and/or the Website. The Website and the Licensed Software are provided merely as an educational resource to you and should not take the place of a visit to and the advice and recommendations of a healthcare professional. If you believe that you have or may have a health problem of any kind, you should contact and visit a healthcare professional. NO INFORMATION PROVIDED THROUGH THE LICENSED SOFTWARE OR THE WEBSITE MAY BE CONSIDERED MEDICAL ADVICE.
   3. Neither the Website nor the Licensed Software is intended to, nor do they, provide a diagnosis or treatment of you or as to any set of facts input therein, nor should the information provided thereat be deemed as an indication of your health. Any health and health-related information at the Website and the Licensed Software is intended as general in nature and not a substitute for a visit to a healthcare professional.
   4. Neither use of the Website nor the Licensed Software shall create a patient-physician relationship between you and us.
   5. If you lack legal capacity to enter into this License Agreement, you must immediately cease any use of the Website and the Licensed Software. Without limitation of the generality of the foregoing, use of the Website or the Licensed Software by any person under the age of thirteen (13) years old is strictly prohibited.
3. Export and International Use. By your use of the Licensed Software, you are representing and warranting that you are a citizen of, and residing within, the United States of America, and are using the software within the United States of America. You agree that the Licensed Software may be subject to restrictions and controls imposed by the Export Administration Act and the Export Administration Regulations of the United States (the "Acts"). You agree and certify that you will not use the Licensed Software nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. You may not access, download, store, load, install, execute, display, copy, export, or re-export the Licensed Software: (a) into or to a national or resident of, any country to which the United States has embargoed goods; or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By your use of the Licensed Software, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. You acknowledge that it is your sole responsibility to comply with any and all government export and other applicable laws and that Licensor has no further responsibility for such after the initial license to you.
4. Ownership. You acknowledge that the Licensed Software and Documentation is and shall remain the sole and exclusive property of Licensor, and that Licensor and its third party licensors shall own all right, title and interest therein, together with all trademark, trade secret, copyright, and other intellectual property rights therein, foreign and domestic.
5. Privacy Policy and Information Entered.
   1. Information transmitted over the World Wide Web may not be secure. We cannot guarantee that a third party will not obtain access to information (including without limitation personal health information or personally identifiable information regarding you or your health) input or posted at the Website, disclosed through use of the Licensed Software or otherwise transmitted over the world wide web at the Website, through the use of the Licensed Software, or to us. However, we value your privacy. You acknowledge that you have reviewed our Privacy Policy, which can be reviewed and downloaded from the Website (the "Privacy Policy") which is then in effect as of the date of each use. You acknowledge that you have read and accept the terms and conditions of the Privacy Policy, and understand that the Privacy Policy may be amended from time to time in accordance with its terms.
   2. You may not use the Licensed Software or the Website in any manner that is inconsistent with applicable laws, rules and regulations or for any unlawful purpose. You may not use or send any "Trojan horse," spider, other automatic device, or manual process to monitor, "mine," or copy the web pages on the Site or the content contained therein, and may not otherwise upload, use or otherwise transmit any code, content or other files that contain a virus or other similar component. You may not take any action to interfere with, interrupt or limit the use or functionality of the Licensed Software and the Website.
   3. You acknowledge that the Website and the Licensed Software is owned and operated by CardioGauge LLC. If you followed a link from any health care provider or similar person or entity, you understand this Website and the Licensed Software is separate and distinct and may not be subject to any Privacy Policy, Privacy Notice, or other protections disseminated thereat. You understand and agree that at all times on the Website including without limitation your use of the Licensed Software, you will not provide any information that is personally identifiable, restricted, or protected, as set forth in the privacy laws, rules, or regulations applicable to you, except in accordance with a request to the contact information provided below in this License Agreement, and that no health care information may be provided to Licensor in connection with such notice.
6. Disclaimer of Warranty. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT MAKE ANY WARRANTY THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, IS ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, WILL OPERATE IN COMBINATION WITH OTHER SERVICES, IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, OR THAT ANY LICENSED SOFTWARE DEFECTS ARE CORRECTABLE. THE LICENSED SOFTWARE IS PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS AGAINST INFRINGEMENT. THERE ARE NO WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. THE PARTIES AGREE THAT FAILURE OF THE LICENSED SOFTWARE TO PERFORM SHALL NOT BE CONSIDERED A FAILURE OF ESSENTIAL PURPOSE, AND THE ENTIRE RISK OF THE QUALITY AND PERFORMANCE OF THE LICENSED SOFTWARE IS WITH LICENSEE. NO COMMUNICATIONS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE LICENSED SOFTWARE, WEBSITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE. YOU UNDERSTAND AND AGREE THAT LICENSOR IS NOT RENDERING MEDICAL OR OTHER PROFESSIONAL SERVICES OR ADVICE. WITHOUT LIMITATION TO THE FOREGOING, LICENSOR DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY INFORMATION PROVIDED OR OMITTED TO BE PROVIDED THROUGH THE USE OF THE WEBSITE AND THE LICENSED SOFTWARE.

7. Limitation of Liability. NEITHER LICENSOR, NOR ITS THIRD PARTY LICENSORS, NOR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, OFFICERS, AGENTS OR REPRESENTATIVES (COLLECTIVELY, THE "LIMITED LIABILITY PARTIES") SHALL HAVE ANY LIABILITY FOR YOUR USE OF THE LICENSED SOFTWARE OR THE WEBSITE AND ANY INFORMATION OR SERVICE THEREAT OR THEREFROM. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, IN NO EVENT WILL THE LIMITED LIABILITY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES AT OR OBTAINED FROM THE LICENSED SOFTWARE AND THE WEBSITE, IN ANY FORM, IS DISCLAIMED. THIS SITE AND THE INFORMATION AND SERVICES THEREON WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

   FURTHER, AND WITHOUT LIMITATION OF THE FOREGOING, NONE OF THE LIMITED LIABILITY PARTIES ARE LIABLE OR RESPONSIBLE FOR: (I) ACTS OR OTHER CONDUCT OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION, THEIR COMMUNICATIONS AND CONTENT; OR (II) ANY VIRUS OR OTHER DISABLING FEATURE OR ACTION AFFECTING YOUR USE OR ACCESS TO THE SITE. IN THE EVENT THAT ANY WARRANTY DISCLAIMER OR DISCLAIMER OF LIABILITY SHALL BE DEEMED TO BE UNENFORCEABLE FOR ANY REASON, THEN LICENSEE AGREES THAT THE AGGREGATE LIABILITY OF THE LIMITED LIABILITY PARTIES FOR ALL CLAIMS SHALL NOT EXCEED THE SUM OF ONE HUNDRED DOLLARS ($100.00) OR THE MINIMUM ALLOWABLE BY APPLICABLE LAW, WHICHEVER IS GREATER.

8. Third Party Content. The Licensed Software and/or the Website, from time to time, may contain links away from the Website and/or the Licensed Software to content, functionality and sites of third parties including other web sites, servers, networks, information, applications, software or other services and products ("Third Party Content"). We are not responsible for any Third Party Content (including its accuracy, opinions expressed therein or the questions posed or use of the information garnered thereby) that you may access, and we do not investigate, monitor or check such content. You hereby irrevocably waive any direct or indirect claim against us relating to or resulting from your use or reliance on such Third Party Content. Inclusion at the Site of a link to Third Party Content does not imply our approval or endorsement of the linked Third Party Content.
9. Indemnification. You agree to indemnify and hold CardioGauge LLC and its officers, directors, shareholders, members, managers, officers, agents and representatives harmless from and against any liability, loss, claim, cost and expense of any kind, including attorneys' fees, that any of them may incur in connection with or as a result of your use of the Site including without limitation use of the Licensed Software, the Website, and any information or results provided from the Licensed Software and/or the Website.
10. Choice of Law and Venue for Dispute Resolution. This License Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to any conflicts of law principles. Any cause of action by you with respect to the Website, through the use of the Licensed Software, or any of their respective functions (including any content thereon) or otherwise in connection with the License Agreement: (i) must be instituted within one (1) year after the cause of action arose or be forever waived and barred; (ii) shall be subject to the limitations set forth in this License Agreement; and (iii) shall be brought solely in a State or Federal court located in Monroe County, New York, United States of America. You expressly submit to the exclusive jurisdiction of such courts and consent to extraterritorial service of process.
11. Notices. Unless otherwise expressly set forth herein, you may provide us with general questions about the Licensed Software, the Website, the Privacy Policy, or otherwise notify us at the contact information provided on this Website. This contact notice information is solely for notice purposes related to this License Agreement. You agree that you shall not furnish or reference any health information in accordance with any notice to us and that we are neither soliciting nor accepting any request for medical advice or treatment by providing this general notice contact information.
12. Waiver. Waiver or forbearance by Licensor to claim a breach of any provision of this License Agreement or exercise any right or remedy provided by this License Agreement or applicable law, shall not be deemed to constitute a waiver with respect to any subsequent breach of any provision hereof.
13. Changes and Modifications. No changes or modifications to this License Agreement shall be deemed effective unless in writing and agreed to by both parties hereto provided that if you agree to an updated version of this License Agreement upon a subsequent visit to the Website or subsequent use of the Licensed Software, then it shall govern such subsequent visit and/or use as applicable as if this License Agreement was automatically amended and restated thereby.
14. Assignment. You may not assign this License Agreement without the prior written consent of Licensor, not to be unreasonably withheld. Licensor shall be free to assign its rights and obligations hereunder, with or without notice to you, and any such assignment shall inure to the benefit of its successors or assigns.
15. Entire Agreement; Severability. This License Agreements constitute the entire agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings, with respect to the Website, the Licensed Software, the content on the Website or the Licensed Software, and the subject matter of this License Agreement. Should any part of this License Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Licensed Software or the Website is in conflict or inconsistent with this License Agreement, this License Agreement shall take precedence.
16. Headings. The headings in this License Agreement are for convenience only and shall not affect in any way the meaning of the provisions to which they refer.