Sponsorship Agreement

CAREFULLY READ AND REVIEW THIS SPONSOR MEMBER AGREEMENT. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AND IT HAS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS AGREEMENT CONTAINS ARBITRATION DISPUTE RESOLUTION, FORUM SELECTION AND OTHER CLAUSES. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT AGREE TO THIS SPONSOR MEMBER AGREEMENT. BY CLICKING ON THE “I AGREE TO SPONSOR MEMBER AGREEMENT” BUTTON, YOU ARE AGREEING TO BE BOUND HEREBY AND ARE BECOMING A PARTY TO THIS AGREEMENT.

IF YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT.

This Sponsor Member Agreement (“Agreement”) is made as of the Effective Date (defined below) among the Sponsor and JetSoft, Inc., a Florida corporation, d/b/a LIMSforum (“LIMSforum”).

Whereas, LIMSforum operates an online forum at www.LIMSforum.com for The Global Laboratory Informatics Medical & Scientific Professional Community, and Sponsor desires on a non-exclusive basis to be a Sponsor on www.LIMSforum.com for one year.

Now therefore, for good and valuable considerations, the receipt and sufficiency of which are acknowledged by all parties hereto, LIMSforum and Sponsor agree as follows:

1. Sponsor; Term. For a one- year term beginning with the Effective Date, Sponsor shall be a Sponsor Member of LIMSforum.com for the annual Sponsor Membership Fee, which shall be pre-paid to LIMSforum by credit card. The Sponsor Membership Fee is nonrefundable and will not be prorated should Sponsor decide to discontinue its sponsorship or if the term of this Agreement is terminated. If Sponsor does not enter into a renewal of this Agreement with LIMSforum and pay a further annual Sponsor Membership Fee, then the term of this Agreement will terminate and expire one year after the Effective Date. The annual Sponsor Membership Fee may change or increase from year to year.

2. Sponsor Benefits. As a sponsor, Sponsor’s name and logo will be published on LIMSforum’s home and other pages with other sponsors. Sponsor’s name and logo will be hyperlinked to Sponsor’s website homepage by a hyperlink address provided to LIMSforum by Sponsor. The placement of Sponsor’s name and logo will either be random or be dependent on the amount of published information, and articles posted on LIMSforum by Sponsor. The logo supplied by Sponsor must be in a format in accordance with LIMSforum’s specifications. Notwithstanding the foregoing, LIMSforum cannot guarantee the exact placement of Sponsor’s name and logo.

3. Store Front Login. LIMSforum will provide Sponsor with a link to its store front that contains a The store front will be used by Sponsor to update its contact information and post new articles and materials.

4. Free Banner Advertising. Sponsor will receive a free 468 x 60 banner ad that will run throughout the LIMSforum site with unlimited exposures and click-throughs at no additional charge. Banner advertisements of sponsors will be evenly and fairly rotated from time to time by LIMSforum. Banner advertisements are nonexclusive and are shared by all sponsors. Banner graphics supplied by Sponsor must be in a format in accordance with LIMSforum’s specifications. Notwithstanding the foregoing, LIMSforum cannot guarantee the exact placement of the banner ad.

5. Nonexclusive. This Agreement is nonexclusive, and LIMSforum offers sponsorships to an unlimited number of other sponsors. Sponsor acknowledges that LIMSforum is managed by LIMS vendor JetSoft, Inc.

6. LinkedIn. Sponsor acknowledges that readers may need a LinkedIn account and login through LinkedIn in order to access certain information and articles on LIMSforum’s site and articles and information posted by Sponsor.

7. Terms of Use. Sponsor’s use of the LIMSforum’s site is subject to the Terms of Use posted on the LIMSforum’s site, which may be changed by LIMSforum from time to time. The Terms of Use are made a part of this Agreement.

8. Service Interruptions. Sponsor agrees not to hold LIMSforum responsible for any liability, loss, costs, claims, damages, or cause of action of any kind that it may suffer as a result of loss resulting from service delays, incomplete service, or interruptions, regardless of cause or fault.

9. Status Reports. Although LIMSforum may periodically provide and post data regarding the use of the LIMSforum site, LIMSforum does not and cannot make any representation or warranty as to the accuracy of the number, frequency or duration of any such “hits.”

10. Content. Sponsor agrees that it is the sole owner or otherwise has all rights to contribute any content that it posts on LIMSforum, including but not limited to articles, comments, revisions, photos, profile information, messages, and any other contributions or content that Sponsor uploads, publishes or displays on or through LIMSforum, or transmits to or shares with other users and the general public (collectively “Content”). Sponsor agrees that the Content it submits on LIMSforum, to the best of its knowledge and belief, is accurate and truthful. Sponsor grants permissions to other users of LIMSforum and to the general public to freely re-distribute and re- use the Content Sponsor submits. By submitting any Content, Sponsor agrees the Content is licensed under the Creative Commons Attribution-ShareAlike 4.0 International License (http://creativecommons.org/licenses/by-sa/4.0/legalcode) and the GNU Free Documentation License (http://www.gnu.org/copyleft/fdl.html). Sponsor agrees to allow commercial uses of its Content, so long as such uses are otherwise compliant with the remaining provisions of the above

11. Conduct. Sponsors agree not to: Abuse, harass, threaten, impersonate or intimidate anyone;post or transmit any Content that is obscene, pornographic, abusive, offensive, profane or which violates any law or rights of any third party, or post Content that is not appropriate for LIMSforum (i.e., which contains ethnic or religious slurs, intolerance, and the like); post any illegal or unauthorized Content; violate any laws to which Sponsor is subject (including copyright laws and laws regarding online conduct and acceptable Content); post or upload, email, transmit, make available or link to any material that contains software viruses or any other computer code designed to interrupt, destroy, limit the functionality of, or enable unauthorized access to any computer software or hardware or telecommunications equipment; post, upload, transmit, otherwise make available or link to any content that infringes any patent, trademark, trade secret, copyright, intellectual property, or other proprietary rights of anyone; and/or interfere or attempt to interfere with the proper working of LIMSforum or any activities conducted on the Website.

12. Submitting Content to LIMSforum. Sponsor is solely responsible for the Content which it submits. Sponsor agrees not to submit Content to that it did not create or that it does not have permission to submit. Sponsor acknowledges that others may, but are not obligated to, edit, delete, or remove (without notice) any Content from LIMSforum, for any or no reason. Sponsor represents and warrants that it owns or has the necessary licenses, rights, consents and permissions to direct LIMSforum to copy, store, publish, display and distribute Content submitted by Sponsor.

LIMSforum has no liability for loss, damage or destruction of Sponsor’s Content. Sponsor is solely responsible at its sole cost and expense for creating backup copies and replacing any Content Sponsor posts on LIMSforum.

When Sponsor posts Content on LIMSforum, it authorizes LIMSforum to make such copies as it deems necessary to facilitate the Website.

13. LIMITATIONS ON LIABILITY. SPONSOR AGREES THAT REGARDLESS OF THE FORM OF ANY CLAIM, LIMSFORUM‘S LIABILITY FOR ANY DAMAGES SHALL BE LIMITED IN ALL CASES TO 10% OF THE AMOUNT PAID FOR THE MOST RECENT ANNUAL SPONSOR FEE. SPONSOR EXPRESSLY AGREES THAT IN NO EVENT SHALL LIMSFORUM BE LIABLE FOR ANY CONSEQUESTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER UNTOWARD OR CONTRACT EVEN IF LIMSFORUM HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

14. DISCLAIMER OF WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LIMSFORUM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AND SPONSOR HEREBY WAIVES ANY AND ALL WARRANTIES OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR SERVICE, REGARDLESS OF WHETHER LIMSFORUM KNEW OR HAD REASON TO KNOW OF THE SPONSOR’S PARTICULAR NEEDS.

15. Indemnity by Sponsor. Sponsor shall indemnify and defend LIMSforum and its officers, directors, employees, agents, representatives and subcontractors from each and every demand, claim, loss, liability or damage of any kind, whether in tort or contract, including reasonable attorney’s fees actually incurred, by reason or connection with Sponsor’s use of the LIMSforum site, and Sponsor’s posting and publication of articles and information on the LIMSforum site, including, but not limited to, claims of copyright infringement.

16. Arbitration Dispute Resolution. Any dispute, claim or controversy arising out of or relating to the Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined in arbitration in Pensacola, Florida before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

17. Prevailing Party Attorneys’ Fees. Should either party hereto institute any action or proceeding to enforce any provision hereof or otherwise relating to any alleged breach of any provision of the Agreement, or for any other remedy, whether in law or equity, the prevailing party shall be entitled to receive from the losing party all reasonable attorneys’ fees actually incurred and all expenses of litigation or arbitration in connection with said proceeding.

18. Contractual Limitation. No arbitration or other action under the Agreement, unless involving personal injury or death, shall be brought by either party against the other party more than one (1) year after the cause of action or claim arises.

19. Miscellaneous. Assignment. Sponsor will not transfer or assign all or any part of this Agreement without the express prior written consent of LIMSforum. b. Construction. The Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Florida, without giving effect to its provisions concerning conflicts of laws. c. Entire Agreement. This Agreement and LIMSforum’s Terms of Use (which are made a part hereof) contain the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings of the parties hereto relating to the subject matter hereof, whether oral or written. d. Severability. If any clause or provision of the Agreement for any reason is or becomes invalid or unenforceable, the remaining parts of the Agreement shall not be affected thereby. e. Modification. Except as otherwise expressly provided herein, no amendment, modification or alteration of the terms and conditions of the Agreement shall be binding upon the parties hereto unless the same be in writing, dated subsequent to the date hereof and duly approved and executed by each of the parties hereto. f. Binding Effect. The Agreement shall be binding on the parties’ successors, heirs and permitted assigns. g. Headings. The paragraph headings contained in the Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several paragraphs hereof. h. Relationship of the Parties. Nothing contained in the Agreement shall create or be deemed to create a relationship between LIMSforum and Sponsor as joint venturers or partners. Other than the rights of LIMSforum and Sponsor in the Agreement, neither party has any ownership interest with respect to the other Party or the right or obligation to manage or control the other party in any manner whatsoever. i. No Waiver. No waiver by LIMSforum of any breach by Sponsor of any of the provisions of this Agreement of LIMSforum’s Terms of Use shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof or LIMSforum’s Terms of Use. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing. j. Pronouns. All pronouns used in this Agreement shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

20. Effective Date: For purposes of this Agreement, the “Effective Date” shall mean the date upon which this Agreement is agreed to by Sponsor and Sponsor has paid annual Sponsor Membership Fee.

21. Acceptance of Agreement. In addition to other means of accepting this Agreement, payment of the Sponsor Membership Fee constitutes acceptance of the terms and provisions of this