MEDZILLA USER AGREEMENT

This User Agreement ("Agreement") sets forth the terms and conditions under which You may access and use MedZilla.com (the "Website"), including any information or materials (the "Materials") and any services ("Services") provided on or through the Website.

Carefully read the following terms and conditions because they constitute a binding agreement between You and MedZilla and are deemed accepted by You each time you use or access the MedZilla Website or MedZilla services.. By submitting information or materials or otherwise accessing or using (collectively, "using") the Website, You agree to be bound and to abide by the terms and conditions of this Agreement. If You do not agree to these terms and conditions, You are not authorized to use and should not use the Website or MedZilla services. MedZilla may amend this Agreement as provided in Section 17.10 (Amendments). MedZilla may revise its User Agreement at any time by posting the current terms on its website (www.medzilla.com/termsofuse.html). You should periodically visit this website to review and understand the current terms of MedZilla's User Agreement because it is binding upon you.

1. Eligibility. This Website may only be used by individuals who or organizations that can form legally binding contracts under applicable law and are: (a) Job Seekers, (b) Employers, (c) Recruiting Agencies, (d) Recruiters, or (e) Advertising Agencies. By using the MedZilla Website or accepting these terms, You represent that you are of the age of majority in your jurisdiction, that You have the capacity, authority, and right to agree to and abide by these terms. You further represent and warrant that you will only use the MedZilla Website or MedZilla services consistent with all applicable laws and regulations and the terms of this Agreement. If You are an Employer or Recruiting Agency, You represent and warrant that You have authorized the person accepting this Agreement to do so on Your behalf and that each of Your Recruiters also agrees to be bound by the terms and conditions of this Agreement. MedZilla reserves the right to refuse to enter into this User Agreement with anyone and to refuse the use of the Website to anyone.

2. Certain Definitions.

2.1 "MedZilla" means MedZilla, Inc., a corporation organized and existing under the laws of the State of Washington.

2.2 "You" means the person using the Website on his or her own behalf (in the case of a Job Seeker), the organization or company for which the Website is used (in the case of an Employer or Recruiting Agency), or the person using the Website on behalf of an Employer or Recruiting Agency (in the case of a Recruiter).

2.3 "Job Seeker" means an individual natural person who is using the Website on his or her own behalf solely for the purposes of reviewing available positions, applying for a position, or submitting a resume or other application materials ("Resume Materials").

2.4 "Employer" means a company or organization that is using the Website solely for the purposes of advertising, submitting descriptions for employment positions available directly with such company or organization, or reviewing Resume Materials applicable to specific employment position(s) available directly with such company or organization.

2.5 "Job Posting User" means and Employer, Recruiting Agency, or Recruiter who is authorized to post job openings to the MedZilla Website and view applications sent to them by job seekers. Job Posting Users cannot request specific resumes from the MedZilla database.

2.6 "Recruiting Agency" means a company, organization, or sole proprietor that is (a) using the Website solely for the purposes of advertising, submitting descriptions for available employment positions, and reviewing Resume Materials applicable to a specific open position, and (b) does not (and will not) provide resumes or job seeker materials in any database accessible by anyone who is not directly employed by the Recruiting Agency, and includes any recruitment or executive search organization, advertising agency, or individual Recruiter who is using the Website on his or her own behalf (i.e., not on behalf of another Recruiting Agency).

2.7 "Recruiter" means an individual natural person who (a) interacts and communicates with hiring managers and job seekers in order to facilitate the hiring process, and (b) is authorized by an Employer or Recruiting Agency that has agreed to the terms of this User Agreement and any applicable supplemental terms (the "Supplemental Terms") to use the Website on behalf of that Employer or Recruiting Agency.

2.8 "Hiring Manager" means the individual natural person to whom the position reports or who recommends making the decision to hire.

2.9 "Advertising Agencies" means a company or organization that is (a) using the Website solely for the purposes of advertising, submitting descriptions for available employment positions, and reviewing Resume Materials applicable to a specific open position, and (b) is authorized by an Employer that has agreed to the terms of this User Agreement and any applicable supplemental terms (the "Supplemental Terms") to use the Website on behalf of that Employer.

3. Licenses

3.1 Job Seekers. If You are a Job Seeker, subject to the terms and conditions of this Agreement, MedZilla grants You a nonexclusive, nontransferable, limited, personal license to reproduce (to the extent necessary to view, print, and download) the Website Materials made available to You by MedZilla solely for personal, noncommercial use.

3.2 Recruiting. If You are an Employer or Recruiting Agency, subject to the terms and conditions of this Agreement, MedZilla grants You a nonexclusive, nontransferable, limited, personal license to reproduce (to the extent necessary to view, print, and download) the Website Materials made available to You by MedZilla solely for the purposes of advertising, submitting descriptions for available employment positions, and reviewing Resume Materials applicable to a specific position.

3.3 Job posting users. If You are a Job posting user, subject to the terms and conditions of this Agreement, MedZilla grants You a nonexclusive, nontransferable, limited, personal license to reproduce (to the extent necessary to view, print, and download) the Website Materials made available to You by MedZilla solely for the purposes of advertising, submitting descriptions for available employment positions, and reviewing Resume Materials applicable to a specific position. This license is limited to the ability to post job openings on the MedZilla Website and to receive applications from interested job seekers. This license does not include access to the Resume Database or the ability to request specific resumes from it.

3.4 Restrictions. Except as expressly provided in this Agreement, any use of the Website (including any Materials) is prohibited without the prior, express written permission of MedZilla. Except as expressly provided in this Agreement, You may not (and You agree You will not allow others to) reproduce, distribute, create derivative works of, publicly display, or publicly perform any Materials on the Website (including the HTML, CSS, or JavaScript code on the Website). You will not attempt to circumvent any access control measures to the Website (or any part thereof). Each licensee is permitted to view/download 150 resumes in any thirty (30) day period unless otherwise noted on your Enrollment Form.

3.5 Navigation/Search Engines. You may use the Website only through generally available third-party web browsers (e.g., Mozilla Firefox, Microsoft Internet Explorer, Google Chrome or Opera). Much of the information on the Website is updated on a real-time basis and is proprietary or is licensed to MedZilla by its users or third parties. You agree that You will not use or attempt to use, and that You will cause all persons under Your control not to use or attempt to use, any robot, spider, scraper or other automated means to use the Website for any purpose without the prior, express written permission of MedZilla. Notwithstanding the foregoing sentence (and subject to MedZilla's right to modify the following list at any time, with or without notice), the following search engines are hereby authorized to index the public areas of the Website: Google, Yahoo, Bing, and Ask.com.

4. Ownership. The Website Materials are protected by United States copyright laws and international treaty provisions. MedZilla and its suppliers own and retain all right, title, and interest in and to the Website, including all copyrights, patents, trade secret rights, trademarks (including service marks and logos), and other intellectual property rights therein. The rights granted in Section 3 do not transfer to You any title to the intellectual property in the Website, and You will not acquire any rights to the Website except as expressly set forth in this Agreement.

5. Services and Fees

5.1 Job Seekers. If You are a Job Seeker, You may use the Website without payment of a fee. If you are a Job Seeker, You understand that your access or use of the MedZilla Website or services signifies your agreement to the terms of MedZilla's User Agreement

5.2 Employer, Recruiting Agency, or Job posting users. If You are an Employer, Recruiting Agency, or Job posting user, You will pay fees for the Services as provided in this Section 5.2. All payments are non-refundable. Unless otherwise agreed in writing by You and MedZilla:

(a) Fees and Payment. You will pay MedZilla's then-current fees based on the type of User account you agree to and the Services you use, as well as any applicable taxes for any Services provided. Fees charged by MedZilla are subject to change without notice. Fees for job posting and advertising (as provided in Section 6) and Resume Database access (as provided in Section 7) will renew automatically each month, and You will be billed for them, unless You cancel service using MedZilla's online cancellation function (http://www.medzilla.com/cgi-bin/clientstatus) at least one week in advance of the renewal date.

(b) Payment and Late Fees. At the beginning of each billing cycle, MedZilla will send You an invoice of fees and You will pay the amount of the invoice within thirty (30) days' receipt of same. Any amounts not paid when due will accrue a late fee at a daily rate equivalent to 1.5% per month or the highest rate allowed by law. You agree that You will pay any such late fee as well as any costs incurred by MedZilla for collection of any amounts not paid when due, including but not limited to costs, disbursements, and attorneys' fees.

5.3 Service Changes. MedZilla may in its sole discretion change some or all of its Services at any time. In the event MedZilla introduces a new service, any applicable fees for that service are effective as of the launch of the service.

6. Job Posting and Advertising. If You are an Employer, Recruiting Agency, or Job posting user, You are subject to the terms and conditions of this Agreement:

6.1 Job Posting. Requested job postings must be submitted to MedZilla either through the MedZilla web form, or, subject to MedZilla's written consent: via email, through electronic batch transfer, or through Your website. MedZilla may accept or reject any requested job posting in its sole and absolute discretion.

6.2 Advertising. You may submit requests to MedZilla to advertise on the Website. If such request is accepted by MedZilla, You will be informed by email when Your advertising is scheduled to begin. Advertising runs may not be cancelled once scheduled. For advertising requests and questions (including advertisement guidelines and size specifications), please call (360) 657-5681.

7. Resume Database.

7.1 Use. Subject to the terms and conditions of this Agreement (including the payment provisions of Section 5 (Services and Fees)), MedZilla grants You a nonexclusive, nontransferable, limited, personal license to use the Website's database of resumes and application information which is part of the Website (the "Resume Database") solely for the purpose of evaluating job seekers for currently open positions. This license does not apply to Job posting users.

7.2 Restrictions. You acknowledge that the Materials in the Resume Database (and any part thereof) represent confidential information of MedZilla and its suppliers ("Confidential Information"). You will (a) use any Confidential Information only for the purposes expressly permitted in this Agreement and (b) not disclose the Confidential Information to any person other than potential employers or hiring managers for whom You are recruiting potential employees.

7.3 Misuse of Resume Database. You acknowledge and agree that any violation of this Section 7 by You shall entitle MedZilla to take any steps and/or seek any remedies as it deems fit in its sole and exclusive discretion, including but not limited to limiting Your activity on the Website, immediately removing Your Submitted Information from the Website, informing other users of Your actions, issuing a warning, terminating, or temporarily suspending Your use of the Website, or refusing to provide Services to You. You acknowledge and agree that in the event of a violation of Section 7 by You, MedZilla any fees paid by you to MedZilla are non-refundable.

8. Passwords. You may use the Resume Database and the rest of the Website only through the use of the unique user name and password issued to You by MedZilla and shall not allow any other person to access the Resume Database with your username or password. If You are a Recruiter, You will not share any user name and password with any other person or entity (including other Recruiters working on behalf of the same Employer or Recruiting Agency). You are soley responsible for maintaining the security of the user names and passwords issued to You. You will notify MedZilla immediately of any circumstance that may require cancellation of a user name and password (e.g., compromise of Your security, or if a Recruiter is no longer working on Your behalf). MedZilla reserves the right to cancel a user name and password and to change issued user names and passwords and login processes at any time, in its sole and exclusive discretion. You will not attempt to access or use any other user's password.

9. Submitted Information

9.1 Definition. "Submitted Information" means any information or materials You provide to MedZilla or other users through the Website (including any public message area or through any email feature). You are solely responsible for Your Submitted Information. You understand and acknowledge that MedZilla claims no ownership or control over any Submitted Information.

9.2 Restrictions. You warrant that Your Submitted Information and Your activities on the Website shall not: (a) be false, inaccurate or misleading; (b) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation (including those governing unfair competition, discrimination, or false advertising); (d) be defamatory, libelous, threatening, harassing, abusive, hateful, embarrassing, or offensive; (e) be obscene, sexually explicit or contain child pornography; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) contain keywords or text hidden within the document; and (h) link directly or indirectly to other website pages that are prohibited under this Agreement or to which You do not have a right to link to.

You shall not submit any information or use the Website or MedZilla services in any manner that violates or is inconsistent with applicable federal, state, or local equal employment opportunity laws, including but not limited to the anti-discrimination provision of the Immigration and Naturalization Act. You shall not post information that requires U.S. Citizenship or lawful permanent residence as a condition of employment, unless otherwise required in order to comply with law, regulation, executive order, or government contract. If you have any questions about these matters, you should visit the website for the Office of Special Counsel for Immigration-Related Unfair Employment Practices (OSC) at http://www.usdoj.gov/crt/osc.

You also shall not post information that could discriminate against any person on the basis of any protected classification recognized under federal, state, or local equal employment opportunity laws and regulations, including but not limited to race, color, national origin, citizenship, age, religion, creed, pregnancy, honorably discharged veteran or military status, sex, sexual orientation (including gender expression or gender identity), marital status, genetic information, the presence of any sensory, mental or physical disability in an otherwise qualified person, or the use of a trained guide dog or service animal by a person with a disability. Because equal employment opportunity laws vary from jurisdiction to jurisdiction, and are subject to change, you should familiarize yourself with the applicable laws and regulations in your jurisdiction prior to positing any material on the Website.

You understand that use of materials from the website for the following purposes is prohibited under this Agreement, and may also violate federal or state law:

  i. Compilation, disclosure or sale of email addresses collected from the website.
  ii. Incorporation of resumes, or job seeker materials into any database accessible by anyone who is not licensed by MedZilla to use MedZilla resume information.
  iii. Solicitation of job seekers for the purpose of constructing any database accessible by anyone who is not licensed by MedZilla to use MedZilla resume information.

MedZilla may report any activity that may constitute a crime to federal and/or local law enforcement agencies for investigation and prosecution.

You understand that this list of rules and restrictions is non-exclusive and is not intended to be a complete list of all prohibited or restricted conduct. You also understand that MedZilla is under no obligation to monitor the information posted on its Website or the activities of its users, but that it may monitor the same at any time. MedZilla retains sole and exclusive discretion to remove material submitted or posted to its Website, and to limit or terminate the use of the Website, for any violation of these restrictions, the terms of this Agreement, or any applicable laws, rules, or regulations. MedZilla shall have no liability or responsibility to its users arising from or relating to its performance or non-performance of these activities

9.3 License. You hereby grant MedZilla a royalty-free, non-exclusive, worldwide, perpetual, irrevocable, sublicensable (through multiple tiers) license to exercise the copyright, publicity, and database rights (but no other rights) in Your Submitted Information, in any medium now known or not currently known, with respect to Your Submitted Information. MedZilla will use Your Submitted Information in accordance with the terms of this User Agreement. Without limiting the foregoing, You consent to MedZilla modifying Your Submitted Information in order to standardize its format for MedZilla's systems or to remove email or website addresses from it.

10. Privacy and Confidentiality. MedZilla takes commercially reasonable efforts to protect the confidentiality, security, and privacy of Your Submitted Information, including implementing industry-standard technical and organizational safeguards. However, MedZilla cannot and does not guarantee the security, confidentiality, or privacy of any information or communication You submit.

10.1 Personal Data. Except as provided in this Agreement or in order to share Your Submitted Information (as contemplated by this Agreement or as provided on the Website), MedZilla does not disclose personal data to third parties. If You are a Job Seeker, You acknowledge that, despite MedZilla's efforts, persons or entities that You have requested to be blocked from accessing Your Resume Materials (including Your current employer) may see Your Resume Materials. You hereby expressly consent to MedZilla's processing of personal data You submit to MedZilla according to this Agreement. Personal data will be processed by MedZilla in the United States; United States laws regarding processing of personal data may be less stringent than the laws in Your jurisdiction.

10.2 Public Areas. "Public Areas" are those areas of the Website in which You may send communications that are publicly available to other users or third parties. MedZilla does not control that disclosure, and the personal data disclosed is available to anyone who accesses that Public Area.

10.3 Monitoring. You hereby consent to: (a) MedZilla's monitoring of Your use of the Website for any purpose, (b) MedZilla's monitoring of email sent and received through MedZilla's systems for any purpose, including blocking emails from senders or IP addresses that have not been authorized by MedZilla, and (c) MedZilla sending You email relevant to Your use of the Website or of potential interest to You.

10.4 Acknowledgements. You acknowledge that: (a) if MedZilla is acquired by another company, that company will possess the Submitted Information collected by MedZilla and it will assume the rights and obligations regarding Your Submitted Information as described in this Agreement; (b) due to factors beyond MedZilla's control, it may be legally obligated to disclose Submitted Information to the government or third parties under certain circumstances, or third parties may circumvent our security measures to unlawfully intercept or access Your Submitted Information; and (c) MedZilla uses contractors and service providers to provide certain services to You and such contractors or service providers will have access to Your Submitted Information for this purpose.

11. Breach

11.1 Investigation. If MedZilla receives information of any alleged breach of this Agreement by You, MedZilla will have the right (but not the obligation) to investigate the alleged breach and shall have the sole and exclusive discretion (but not obligation) to address the breach in any manner.

11.2 Suspension or Termination. If (a) You breach any term of this Agreement, (b) MedZilla is unable to verify or authenticate any information You provide, or (c) MedZilla believes that Your actions may cause financial loss, loss of goodwill, or legal liability for MedZilla or other users, without limiting any other remedies, MedZilla may limit Your activity on the Website, immediately remove Your Submitted Information from the Website, inform other users of Your actions, issue a warning, terminate, or temporarily suspend Your use of the Website and refuse to provide Services to You. You acknowledge and agree that in the event of a suspension or termination of your account, access to MedZilla, or content, any fees paid by you to MedZilla are non-refundable.

11.3 Trade Secrets. You acknowledge and agree that in the course of Your activities on the Website, You will receive access to the valuable trade secrets of MedZilla, including without limitation the contents of the Resume Database and Your username and password. You further acknowledge that misappropriation of trade secrets is a violation of state and federal law, and that MedZilla reserves the right to vigorously pursue actions to vindicate its rights under applicable law, including by extending full cooperation to law enforcement authorities in the criminal prosecution of trade secret theft.

11.4 Injunctive Relief. You acknowledge that the violation of any provision of this Agreement has the potential to cause irreparable harm to MedZilla and the Website which cannot be reasonably or adequately compensated by monetary damages in an action at law. Accordingly, MedZilla shall be entitled, without posting bond or any other security, to injunctive and other equitable relief to enforce the provisions of this Agreement. No action for injunctive or other equitable relief shall be deemed to waive MedZilla's right to an action for damages.

12. No Warranty. MEDZILLA PROVIDES THE WEBSITE "AS IS". TO THE FULLEST EXTENT PERMITTED BY LAW, MEDZILLA DISCLAIMS AL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. MEDZILLA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INTERFERENCE, ACCURACY, TITLE, AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to You.

12.1 Accessibility. MedZilla makes no warranty or representation of any kind that (a) use of the Website will be uninterrupted or error-free, (b) the Website may be accessed or otherwise used outside the United States of America. If You access the Website from outside the United States of America You do so at Your own risk and are solely responsible for compliance with the laws of Your jurisdiction.

12.2 Third Party Information. MedZilla makes no representation or warranty of any kind for any information provided by a third party (such as a third party's Resume Materials). You acknowledge that You bear any and all risk relating to the truthfulness, accuracy, or reliability of communications or information provided by third parties on the Website.

12.3 Links. Certain links on the Website lead to resources located on servers that are not maintained or controlled by MedZilla. MedZilla is not responsible for the contents of any such referenced websites or for the availability or access to such websites.

13. MedZilla's Liability. The MedZilla Website and its services are designed for employers and job seekers to share information. MedZilla has no control over user content or the quality, safety or legality of the information posted by MedZilla users, the accuracy or veracity of user postings, or the ability of posters to offer jobs or the ability of posters or users to fill openings. MedZilla makes no representations about any jobs, resumes, or user content on the Website. MedZilla may, in its sole discretion, take any action it deems necessary or appropriate with respect to the content on its Website if it believes that user content could create liability for MedZilla, damage MedZilla's public image or brand, or cause MedZilla to lose the services of any of its suppliers or ISP providers. Although MedZilla reserves the right to take any action to remove user content, MedZilla does not assume any obligation or duty to do so and expressly disclaims any liability for taking or failing to take such action.

MedZilla cannot and does not confirm that its users are who they may claim to be. Because MedZilla is not and cannot be involved in the interactions between its users, it cannot control the behavior of any person using the Website. If you have any dispute with a user of the Website or MedZilla services, You release MedZilla, its officers, directors, affiliates, agents, employees, licensors, or suppliers from any and all claims, demands, and damages (actual or consequential and direct or indirect) of any kind or nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of, related to, or connected in any way to such disputes.

If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

You acknowledge and agree that You are solely responsible for your postings on the MedZilla Website. MedZilla is not and shall not be considered an employer with respect to any use of the Website and is not and shall not be responsible for any employment-related decisions made by any organization, entity, or individual using MedZilla's Website or services. MedZilla's Website and its content may contain inaccuracies or typographical errors and MedZilla makes no representations about the accuracy, reliability, completeness, timeliness of the Website or its content.

13.1 Limitation of Liability. MEDZILLA'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE MEDZILLA WEBSITE, MEDZILLA SERVICES, OR YOUR USE OF THE SAME, REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION (WHETHER SOUNDING IN TORT, CONTRACT, NEGLIGENCE, BREACH OF WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY) SHALL BE LIMITED TO THE LESSER OF (1) THE AMOUNT OF FEES YOU PAID TO MEDZILLA IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (2) $50.

13.2 Disclaimer of Consequential Damages. IN NO EVENT WILL MEDZILLA, ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, LICENSORS, CONSULTANTS, CONTRACTORS, OR SUPPLIERS (A) BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE WEBSITE, YOUR USE OF THE WEBSITE OR MEDZILLA SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF MEDZILLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED IN TORT, CONTRACT, NEGLIGENCE, BREACH OF WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

14. Indemnity. You agree to indemnify and hold harmless MedZilla, its affiliates, and their agents, employees, successors and assigns from and against any and all liabilities, losses, damages, costs and expenses (including attorney's fees and other costs of defending such action) resulting from or relating to breach of any term or condition of this Agreement by You or any of Your employees or agents.

15. Copyright Infringement; Notice Agent. MedZilla reserves the right to terminate the account of any user, and/or block access to the Website by any user, who infringes the copyrights of others. If You believe that Your copyrighted work appears on this Website in a way that constitutes copyright infringement You may notify the following person in writing in accordance with Title 17 United States Code § 512. Upon receipt of proper notification of claimed infringement, MedZilla will remove or disable access to, the Material that is claimed to be infringing and may restore access to such Material in accordance with Title 17 United States Code § 512.

Agent: Eveline Heasley
Address: P.O. Box 1710
Marysville, WA 98270
Email: info@medzilla.com
Telephone: (360) 657-5681
Fax: (775) 514-9440

16. General

16.1 Assignment. You may not assign or transfer, by operation of law or otherwise, any of Your rights under this Agreement or delegate any duties under this Agreement to any third party without MedZilla's prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void.

16.2 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16.3 Attorneys' Fees. In any controversy, claim or dispute arising out of or relating to this Agreement or the method or manner of performance thereof or the breach thereof, the prevailing party shall be entitled and awarded in addition to any other relief, its attorneys' fees, costs, and disbursements incurred at any level or manner of proceeding, including but not limited to any appeal.

16.4 Severability. If any term or provision of this Agreement or any application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such terms or provisions to person or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and each term and provision of the Agreement shall be valid and enforceable to the fullest extent permitted by law.

16.5 Construction. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to."

16.6 Choice of Law; Jurisdiction. This Agreement will be governed by the laws of the State of Washington excluding any conflicts of laws principles that may provide for the application of the law at another jurisdiction. You hereby consent to the exclusive personal jurisdiction of the state and federal courts in King County, State of Washington. Notwithstanding the foregoing sentence, MedZilla may bring an action arising out of or relating to this Agreement in any court of competent jurisdiction.

16.7 Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Your use of the Website, including export administration laws and regulations promulgated by the U.S. Office of Foreign Assets Control (OFAC). You represent and warrant that You will not use the Website or any Services to facilitate any unlawful transactions, including (a) any activities involving nuclear, chemical, or biological weapons, or missile technologies or any other matters prohibited under Part 744 of the Export Administration Regulations; and (b) any transactions or other dealings with foreign nationals or governments prohibited under any regulations promulgated by the Office of Foreign Assets Control of the U.S. Treasury Department.

16.8 No Agency. You and MedZilla are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

16.9 Notices. Except as explicitly stated otherwise, any notices shall be given by postal mail to MedZilla Attn: Frank Heasley (in the case of MedZilla) or to the email address You provide to MedZilla during the registration process (in Your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party has been notified in advance that the email address is invalid and a replacement address has been provided. Alternatively, MedZilla may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to MedZilla during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

16.10 Amendments. MedZilla may amend this Agreement at any time by posting the amended terms on the Website at www.medzilla.com/termsofuse.html. Your use of the MedZilla website or services signals your agreement to any modified terms once posted. Please be sure to visit the Website periodically to be sure that you understand the most current terms.

16.11 Entire Agreement. This Agreement, including Orders and Supplemental Terms executed by the parties (if any), contains the complete agreement of the parties regarding the subject matter herein and supersedes any prior understanding or verbal or oral agreement on any matter which is the subject of this Agreement. Other areas of the Website may be subject to additional terms of use which will govern those other areas.

The services hereunder are offered by MedZilla, Inc., P.O. Box 1710, Marysville WA 98270. If You are a California resident, You may have this same information emailed to You by sending a letter to the foregoing address with Your email address and a request for this information.

This User Agreement constitutes a binding agreement between You and MedZilla, and are accepted by You upon your use of the MedZilla Website or MedZilla services.