1. In this Agreement:

1.1         "Product" is the bundle of "not for resale" services, software, web sites, materials, disposable accessories, protocols and hardware supplied to you in a product form complete and at the "license fee" price

1.2         "Hardware only" means Thor Control Units and Probes only. In the instances where Hardware only is acquired clause 2.4.1 will not apply to the extent that you may resell the hardware only ensuring by way of written agreement with buyer that they accept the terms and conditions as stated herein especially though not exclusively that they will not in any way copy the hardware for any reason or resell the Hardware only without abiding by the terms of this clause 1.2 and such written agreement is forwarded immediately to Thor at the company's registered address at that time. On resale as defined in this clause 1.2 all obligations and warranties of Thor will terminate.

1.3         "Licence Fee" means the sum paid by you to employ the Thor Control Units and supplied Probes ("Hardware") Thor Protocol and related materials ("Protocol") in the normal course of you clinical business and in respect of our granting a Licence to you;

1.4         "Period" means our fiscal quarters commencing on 1 April, 1 July, 1 October and 1 January (as may be changed by us from time to time);

1.5         "Start Date" means the date the Product was delivered to you which shall be deemed to be two days after we despatch the Product to you;

1.6         "Use" means for the employment of the Thor product and licensed materials in the delivery of Photomedicine and specifically excludes resale of the materials and hardware provided and development of any products that employs the licensed materials. The Use of the product is constrained to medical use within the laws of the land and must involve authority, oversight or use by a medical professional as defined by the law of the land.

1.7         "Your Services" means the registered or in relation to local laws applicable to you legally allowed medical practice or group of practices offering of medical services to your customers

1.8         "us", "we" and "our" means THOR Laser Limited and its subsidiary companies ("Thor") and "you" and "your" means the person whose details were submitted on the Thor Order form; and

1.9         the headings are for convenience only and shall not affect its construction or interpretation; (b) references to a "person" include an individual, a body corporate and an unincorporated association of persons, (c) "including" and "includes" or any similar expression will be construed as illustrative and not exhaustive; and (d) words of a technical nature shall be construed in accordance with the relevant language common to Thor in the medical industry in the U.K.

1.10      "Additional Consideration" is the reduced price of the Product as defined in 1.1 when compared to the purchase price of the product if bought separately as an unbundled product. The additional consideration is the value given to purchasers for the acceptance of these terms.

2. Our licence to you

2.1         In consideration of your payment of the Licence Fee and acceptance of the terms of this Agreement, we grant you a non-exclusive, non-assignable and non-transferable right to Use the Product for which you have paid the relevant Licence Fee ("Licence"), in perpetuity. All other terms and conditions applying to future Licences shall be as per those received with the Product and thereafter, those received with any update or upgrade. Our charges (including the Licence Fee) are exclusive of all taxes (including VAT or other applicable sales tax) and duties (including any withholding tax), which you shall pay in addition to the Licence Fee at the rate for the time being prescribed by law. All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part.

2.2         The Licence does not permit you to use the "not for resale" copies of our protocol and materials included in the Product for development of product or any new intellectual property not being developed for exclusive ownership of Thor. For example you may not develop new product including hardware and protocols based on the learning you have earned through the use of the Thor product. In addition, you may only use the "not for resale" copies of our product in accordance with any inherent limitation on the number of users. If you wish to use the Product for development use or other than in accordance with any inherent user limitation, you must purchase the appropriate licence prior to commencing such use.

2.3         Subject to clauses 2.1 and 2.3, you (and no other person) may:

2.3.1    make one copy of the Product for back-up or security purposes, provided that you label the back-up copy with the notice "copyright of THOR Laser Limited and its partners". Any other copies of the Product, whether as a whole or in part, made without our prior written consent are unlawful and made in breach of this Agreement;

2.4         Except as permitted under this Agreement, you shall not and shall not allow anyone else to:

2.4.1      copy, transfer, sell, sub-licence, lease, mortgage, rent, loan, publish, distribute or otherwise make the Product available to any other person, whether or not for commercial gain;

2.4.2      Use the Product to enable, permit or facilitate any person to use Product in any way not permitted under the relevant licence terms, nor yourself use product in such a way;

2.4.2.1    other than to the extent permitted by law, copy, alter, adapt, merge, modify, translate, reverse engineer, de-compile, disassemble, create derivative works of the whole or any part of the Product, except with our prior written consent; or

2.4.2.2    remove, change or obscure any of our proprietary notices, labels or marks associated with the Product;

2.4.2.3    for the purpose of incorporation into or the development of any software or other product or technology which competes with Product, use or copy (irrespective of the extent of copying) the whole or any part of the Product's or Our Software's graphic user interface, operating logic or underlying database structure and database fields.

2.5         You acknowledge that you only own the media on which the Product is supplied and that we shall retain ownership of the intellectual property rights in and to the Product, including any copies.

3. Your rights and obligations

3.1         you shall at all times defend and indemnify us against any claim made against us relating to the use by any entity of services that employ our Product. Without limiting the previous sentence, you warrant that your services are provided, developed and owned by you and you shall defend us and other companies in our group from and against any claim or action that your Service (or any part) infringes local laws and/or infringes the intellectual property rights of a third party ("IPR Claim") and shall indemnify us and other companies in our group from and against any losses, damages, costs (including legal fees) and expenses incurred by or awarded against us or any other company in our group as a result of, or in connection with, that IPR Claim. The indemnities and warranty in this clause 3.1 shall remain in full force and effect irrespective of any termination of this Agreement.

3.2         We reserve the right to discontinue the provision of support and/or maintenance of any Product (or version of it) and to introduce any substitute or replacement Product, which fulfils the same functions as the Product.

4. Trademark protection

4.1         You shall not name Your services that in any way infringes the trademarks of Thor in anyway except as stated in this section 4.

4.2         You may use materials, which have been supplied to you in accordance with the Product (including downloadable logos) so long as you use them in accordance with our guidance in www.thorlaser.com/brand which may be amended from time to time at our discretion and without reference to you. Other than such use, you shall not use (nor permit any third party to use) any name, trade mark, trade name, insignia, logo, symbol or slogan (whether registered or not) owned or used by us or any company in our group now or in the future anywhere in the world ("Thor Mark"), or any mark, words, logo, device or any other branding which is similar to or mimics any Thor Mark, without our prior written consent. You agree not to grant nor claim to grant any right to anyone else to use any Thor Mark, nor to use any Thor Mark as part of your corporate or business name and always to display your corporate or business name and the relevant Thor Mark in accordance with our guidance. On any documentation and media (including electronic media) and on every page of a web site used or controlled by you relating to the Products, you shall make it clear that you are a separate entity from Thor.

4.3         You also agree not to use, create or register any mark, logo, words, device or any other branding which incorporates any Thor Mark or any similar mark, logo, words, device or any other branding, other than with our prior consent in writing. You shall at any time on our request and at your own cost transfer to us any rights you may have in any trade mark (whether registered or unregistered), which incorporates any Thor Mark or similar wording.

4.4         You may use the relevant Thor Mark in accordance with our Brand rules in the content of the pages of any web site used by you to promote Your Services, when you shall make it clear on all pages (including via a link to a single page) that you are:

4.4.1    an independent to Thor authorised to employ Thor Product by local laws, your qualification to operate in a medical environment relevant to your services and are authorised by purchase of the Thor Product, and licence to use the Thor Product;

4.4.2    not in any other way connected with or a part of our business;

4.4.3    not authorised to act on our behalf.

4.5         You may not register or use any Thor Mark, or any mark, words, logo, device or any other branding which is similar to or mimics any Thor Mark, including as a product name, for Your Services or as a domain name. Except as described in clause 4.4 or if we have given you our prior written consent, you may not use or register any Thor Mark:

4.5.1    in connection with any web site owned, controlled or operated by you, including as a meta-tag;

4.5.2    on any web site or similar service or technology (including electronic marketing campaign and auction web site) operated, owned or controlled by another person; or

4.5.3    in connection with promotional activities undertaken by another person (even if they are carried out on your behalf or under your control), including as a key word, or as an on-line identity.

4.5.4    If you do use or register or have registered any Thor Mark or similar branding as set out in clause 3.7, you shall at any time on our request and at your own cost:

4.5.5    stop doing so and if applicable remove that Thor Mark or similar branding from the relevant registration or use;

4.5.6    transfer any registration incorporating any Thor Mark or similar branding to us.

4.6         In relation to any web site relating to Your Services, which is owned, controlled or operated by you or on your behalf, you agree:

4.6.1    not to copy text or graphics from any web site of ours, other than technical specification wording; and

4.6.2    that prior to creating a hyperlink to our website from your existing or future websites, you shall obtain our written consent and in so doing shall provide us with details of the design of the hyperlink, the position of the hyperlink and any other details required by us at the time of your request. Where consent is given, you acknowledge that we may withdraw it for any reason, that the content of your web page on which such hyperlink appears shall make it clear that the hyperlink is to our web site and that our web page shall appear in a separate, new window and shall not be framed. You also agree that we may check your use of any hyperlink from time to time and that we may require you to change or stop using any hyperlink to our website as we in our absolute discretion may require.

5. Developer services

5.1         You may use any service that we make available from time to time as part of the Thor developers programme, for which a separate charge may be payable.

5.2         You must apply in writing and pay the applicable fee payable at that time and we must respond in writing confirming your rights within the programme before starting any development work or allowing any other party to do so where at any stage it would be reasonable for you to know that they are doing so.

6. How this Licence can be terminated

6.1         Should you wish to terminate this Agreement, you may do so by providing us with written notice at any time. If such notice is received during the first twelve months of your purchasing a Thor Product, there will be no refund of the Licence Fee. You may not transfer, sell or in any way exchange the product and license with any other party for financial or any other type of consideration..

6.2         We may, at our sole and absolute discretion, terminate the Licence immediately on notice at any time and shall refund to you the Licence Fee received by us less cost of delivery of product and License defined purely at our discretion to reflect the expired term of the Licence if such termination occurs within 180 days of the Start Date.

6.3         We may terminate the Licence without refund immediately on written notice to you

6.3.1    if you fail to pay when due any amount under this Agreement or any other contract with Thor, and we then give you 10 working days written notice of such late payment and after such 10 working days you still do not pay such amount; or

6.3.2    if we are notified that any finance arrangement you have made with a third party for the payment of the annual Licence Fee has ended early because of your breach of the contractual terms of that arrangement.

6.3.3    Your Licence to Use the Product will terminate automatically if you: fail to comply with any term of this Agreement, cease to exist, are unable to pay your debts when due, become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or other receiver appointed, benefit from a statutory moratorium of your debts, or if any similar circumstances affect you.

6.4         Within ten working days of the termination of the Licence for any reason, you shall disconnect, uninstall and securely box the Product and return it to us (including any copies you have made of the Product (or any part of it)) and provide a certificate signed by your duly authorised representative to confirm compliance with this clause 6.4.

7. Period of Warranty

7.1         Subject to clause 6 and the completion of annual servicing by Thor of the product as per USA Food and Drugs Administration ("FDA") regulations, we warrant that for a period of 5 (FIVE) calendar years from the date of purchase:

7.2         the Product, when used in accordance with our operating instructions, will provide the functions and facilities and will perform substantially as described in the technical and user documentation supplied to you as part of the Product;

7.3         the media, hardware and any software on which the Product is recorded or provided as part of the product will be free from defects in material and workmanship under normal conditions of use.

7.4         Our warranties to you

7.4.1    The warranties set out in clause 7.3 do not apply to defects caused by accidents, abuse, poor storage or handling or any act referred to in clause 2.4 and are instead of all other warranties, representations or conditions, express or implied, statutory or otherwise, including any implied warranties of satisfactory quality and fitness for a particular purpose. We do not warrant that the Product will meet your requirements, or that the operation of the Product will be uninterrupted or error free. We do not warrant or make any representation regarding the use of the Product or the results of such use in terms of correctness, accuracy, reliability or otherwise. No oral or written communications by or on our behalf shall create a warranty or in any way increase the scope of the warranties we have given.

7.4.2    Our entire liability and your exclusive remedy in relation to the warranties given in clause 7.3 will be, at our option either:

7.4.3    in relation to a non-conformance with the warranty in clause 7.4.1, at our sole discretion to correct it by repairing the Product or replacing it with a new version. Should we be unable to do so, we will terminate this Agreement and refund the Licence Fee received by us less cost of delivery of product and License defined purely at our discretion to reflect the expired term of the Licence, after we have received from you the Product and any copies you have made in accordance with clause 2.3.

7.4.4    in relation to a non-conformance with the warranty in clause 7.4.3, to replace the affected media.

7.5         Nothing in this Agreement shall exclude or limit our liability for (a) fraud, (b) death or personal injury arising out of our negligence or (c) any warranty about title or uninterrupted possession implied by statute.

7.6         Subject to clause 7.4.4, in no event will we (or any company in our group) be liable for lost income, lost profits or lost business, wasted time, anticipated savings, lost goodwill, third party costs and charges, any business interruption or loss of or corruption of data, in each case whether caused directly or indirectly; or

8. Disclaimer and limitation of liability

8.1         Thor is not liable for any indirect, consequential, incidental or special damage, in the case of each of clauses 7.5 and 7.6 however caused and whether arising under contract, tort including negligence, statute or otherwise, even if we knew of such potential liability.

8.2         Subject to clauses 7.5 and 7.6, our (or any company in our group's) maximum aggregate liability shall not exceed the amount of the Licence Fee.

8.3         Our limitation of liability has been calculated to reflect the Licence Fee and also that it is not within our control how and for what purposes you install, Use and/or operate the Product.

8.4         We shall not be liable to you in respect of any circumstances arising outside our reasonable control.

8.5         Our failure to enforce any particular term of this Agreement shall not be construed as a waiver of any of our rights under it.

8.6         If any part of this Agreement is held by a court of competent jurisdiction to be unreasonable for any reason whatsoever, the validity of the remainder of the terms will not be affected.

9. General

9.1         Subject to clause 6.1, this Agreement constitutes the entire agreement between you and us in relation to the Product and the Licence and supersedes any other oral or written communications or representations with respect to the Product.

9.2         Except as expressly stated, nothing in this Agreement shall confer on any third party any right or benefit under the Contracts (Rights of Third Parties) Act 1999. We both agree that this Agreement may be varied or rescinded without the consent of any third party beneficiary.

9.3         If you provide us with any personal data (i.e. which identifies living individuals) we will use it to perform our legal obligations. We may also use it to contact you via your relevant, nominated personnel about other relevant products and services, which we offer and to conduct research; if at any time you do not want us to use it in this way, please contact us.

9.4         This Agreement shall be governed by and construed in accordance with English law. The parties hereby submit to the exclusive jurisdiction of the English courts.

9.5         Terms relevant to Customers based outside the United Kingdom.

9.5.1    All amounts payable under this Agreement shall be paid in pounds sterling, unless agreed otherwise by us in writing. You shall pay all duties, charges and taxes (including withholding tax) relating to the supply of the Product to you in your location at the rate and in the manner for the time being prescribed by law. To the extent permitted by law and consistent with valid entry into a binding agreement, the controlling language of this Agreement is English as spoken in the United Kingdom and any translation you have received has been provided solely for your convenience. In the event you have entered into this Agreement by means of the display of a translated version of this Agreement in a language other than English, you may request an English language version of this Agreement by written notice to us. To the extent permitted by law, all correspondence and communication between you and Thor under this Agreement must be in English.;