TERMS AND CONDITIONS

Pathway Medical Technologies, Inc.
Standard Terms and Conditions of Sale
Web Site Terms and Conditions
Date of Last Revision: October 9, 2008

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEB SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE.

These terms and conditions of use ("Site Terms") apply exclusively to your access to, and use of, the Web site of Pathway Medical Technologies, Inc. ("Pathway"), located at www.pathwaymedical.com (the "Site"). These Site Terms do not alter in any way the terms or conditions of any other agreement you may have with Pathway, or its subsidiaries or affiliates, for products, services or otherwise. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity's behalf.

Pathway reserves the right to change or modify the Site Terms, or any other policy or guideline relating to the Site, at any time and in its sole discretion. Any changes or modifications will be effective immediately upon posting of the revisions on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of this Site following the posting of changes or modifications will serve as your acceptance of such changes or modifications. Therefore, you should review the Site Terms and associated policies from time-to-time to understand the current terms and conditions that apply to your use of the Site. If you do not agree to any changed or modified terms, you must stop using the Site.

  1. Copyright and Limited License

    Unless otherwise indicated in the Site, the Site and all content and other materials on the Site, including, without limitation, the Pathway logo, and all designs, text, graphics, pictures, animation, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Site Materials") are the proprietary property of Pathway or its licensors and are protected by U.S. and international copyright laws.

    Pathway grants to you a non-exclusive, limited, revocable, non-sublicensable, non-transferable license to access, view and use the Site and to print to hard copy portions of the Site Materials, but only for your informational and/or internal business use only.

    The limited license granted to you in this Section 1 is subject to these Site Terms and does not include any rights to: (a) sell, resell, distribute or use the Site or the Site Materials for any commercial purposes; (b) the collection or use of any product information, pictures or descriptions; (c) distribute, publicly perform or public display of any of the Site Materials; (d) modify or otherwise make any derivative works based upon the Site or the Site Materials, or any portion thereof; (e) use any data mining, robots or similar data gathering or extraction methods on or in connection with the Site; (f) download (other than the page caching) any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted herein; (g) use of the Site or the Site Materials other than for its intended purpose.

    Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of Pathway, is strictly prohibited and will result in the automatic and immediate termination of the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation, copyright and trademark laws and applicable communications regulations and laws. Other than the explicit license granted in this Section 1, nothing in these Site Terms or any related documentation shall be construed as conferring on you any license under any intellectual property rights of Pathway, whether by estoppel, implication or otherwise. This license is revocable at any time at the sole discretion of Pathway.

  2. Trademarks

    All trademarks, service marks and trade names used on the Site, including without limitation, Pathway logos and any other product or service name or slogan contained in the Site, are trademarks of Pathway and its suppliers or licensors, and may not be copied, imitated or used, in-whole or in-part, without the prior written permission of Pathway or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "Pathway" or any other name, trademark or product or service name of Pathway without the prior written permission of Pathway. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Pathway and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference on the Site to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Pathway.

  3. Hyperlinks

    Pathway grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable right to create a text hyperlink to the Site for noncommercial purposes, provided such link does not portray Pathway or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult-oriented or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right to link may be revoked by Pathway at any time in its sole discretion. You may not use a Pathway logo or other proprietary graphic of Pathway to link to this Site without the express written permission of Pathway. Further, you may not use frames or framing techniques to enclose any Pathway trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without Pathway's express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Pathway or any third party.

    Pathway makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from the Site, or Web sites linking to the Site. Such sites are not under the control of Pathway and Pathway is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. Pathway provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Pathway of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

    Third Party Content

    Pathway may provide third party content on the Site and may provide links to Web pages and content of third parties (collectively the "Third Party Content"). Pathway does not monitor or have any control over any Third Party Content or third party Web sites. Pathway does not endorse or adopt any Third Party Content and can make no guarantee as to its accuracy or completeness. Pathway does not represent or warrant the accuracy of any Third Party Content and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk.

  4. Submissions

    The Site is not intended to solicit the submission of any comments, suggestions, recommendations, ideas, concepts, designs, plans, specifications, drawings, materials, pictures, photos, images, video, audio and other items ("Submissions"). Any submissions made by you to Pathway are completely voluntary. In the event you make a submission, Pathway may freely use any Submission without payment, attribution or notice to you. If you have any patent, copyright or other rights in any Submission, you grant Pathway a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, non-terminable, assignable, sublicenseable, unlimited, unrestricted license to the Submissions. The license includes, without limitation, rights to: use, copy, modify, alter, translate, make derivatives of, display, publish and distribute the Submissions; make, have made, use, sell, offer and import any products, services and other items that use, incorporate, embody or are based upon any Submissions; and otherwise commercially exploit the Submissions. Pathway is relying upon the foregoing in accepting and using any Submission. Accordingly, if the foregoing is not acceptable to you, please do not provide any Submission.

  5. Press Releases

    The information contained within press releases issued by Pathway should not be deemed accurate or current except as of the date the release was posted. Pathway has no intention of updating, and specifically disclaims any duty to update, the information in the press releases.

  6. Indemnification

    You agree to defend, indemnify and hold harmless Pathway, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any Submissions, including without limitation any actual or threatened suit, demand or claim made against Pathway and/or its independent contractors, service providers, employees, directors or consultants, arising out of or relating to such Submission, your conduct, your violation of these Site Terms or your violation of the rights of any third party. You agree to allow Pathway to assume control over the defense and settlement of any claim covered by this section and will not settle or compromise any such claim without Pathway's prior written consent.

  7. Disclaimer

    EXCEPT AS EXPRESSLY PROVIDED BY PATHWAY IN WRITING, THE SITE, THE SITE MATERIALS AND ALL OTHER INFORMATION AND CONTENT PROVIDED ON OR IN CONNECTION THEREWITH (THE "SERVICES") ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PATHWAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND (B) TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PATHWAY MAKES NO REPRESENTATION OR WARRANTY THAT (X) THE SERVICES OR THIRD PARTY CONTENT ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR (Y) THAT THE SERVICES, THIRD PARTY CONTENT OR THE SERVERS USED TO HOST AND DELIVER THE SERVICES OR THIRD PARTY CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

  8. Limitation of Liability

    IN NO EVENT SHALL PATHWAY, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, AND WHETHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES OR ANY THIRD PARTY CONTENT OR MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM THE SITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY'S RECORDS, PROGRAMS OR SERVICES.

  9. Applicable Law and Venue

    These Site Terms and your use of the Site shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Site Terms shall be filed only in the state and federal courts located in King County, Washington and you hereby irrevocably and unconditionally consent to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of or in connection with these Site Terms.

  10. Termination

    Notwithstanding any of these Site Terms, Pathway reserves the right, without notice and in its sole discretion, to terminate the licenses granted to you herein, and to block or prevent future your access to and use of the Site.

  11. Severability

    If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.

  12. Questions & Contact Information

    Questions or comments about the Site may be directed to Pathway at the email address: info@pathwaymedical.com or by calling us at (425) 636-4000