AVADO BETA SERVICE AGREEMENT

Last Updated: April 4, 2011

Acceptance of Terms

This Beta Service Agreement ("Agreement") is a binding legal agreement between you and Avado, Inc. ("Company"). Subject to the terms and conditions of this Agreement, Company will provide a beta version of the Avado service ("Avado") to you. By using Avado, you agree to be bound by this Agreement and to use Avado in compliance with this Agreement.

BEFORE YOU SELECT THE "I ACCEPT" CHECKBOX WHEN CREATE YOUR AVADO ACCOUNT, CAREFULLY READ THE TERMS OF THIS AGREEMENT. BY CLICKING ON SELECTING THE "I ACCEPT" BUTTON, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CREATE AN Avado ACCOUNT AND DO NOT ACCESS THE SERVICE.

The terms "you," "your," and "yours" refer to you, the customer using Avado. The terms "Company," "we," "us," and "our" refer to Avado, LLC.

Changes to this Agreement

Company may change this agreement and will post the modified agreement on Avado. If you do not agree to the modified agreement, you should stop using Avado. Your continued use of Avado after the date the modified agreement is posted will constitute your acceptance of the modified agreement.

Beta Program

Company has not yet released a full production version of Avado, and the service has not yet been tested like other commercially released services or software that you may use. Therefore, it is likely that Avado will contain errors, including errors that may cause Avado, or your computer to malfunction. If you do not wish to accept the risk of errors in the service, please do not use the service. Furthermore, Company is not obligated to correct errors, correct the effects of errors (e.g., fix your computer or recover lost data), or provide any technical support related to use of Avado.

To help Company prepare Avado for commercial release, Company is providing you with access to the Avado Service so that you can test and evaluate Avado and provide feedback concerning Avado, including identifying potential errors and improvements ("Feedback"). You hereby grant Company the unrestricted right to use your Feedback, including using your Feedback to improve Avado and create other products and services.

Avado has not been made available to the public and Company desires to maintain the confidentiality of the service until it is commercially released. Accordingly, you will take reasonable steps to maintain the confidentiality of and not disclose to any third party that is not testing Avado: (a) the terms of this Agreement, (b) all non-public information disclosed by Company to you under this Agreement, and (c) all Feedback, Avado performance data, and all other information obtained through your testing and evaluation of Avado.

Not For Production Use

THE BETA VERSION OF THE Avado SERVICE IS NOT INTENDED FOR USE WITH PRODUCTION DATA. YOU AGREE THAT YOU WILL NOT UPLOAD ANY PERSONAL HEALTH INFORMATION (OR ANY OTHER INFORMATION THAT IS SUBJECT TO REGULATION) TO THE BETA VERSION OF THE Avado SERVICE.

Not Medical Advice; U.S. Use Only

Company does not offer medical advice. Any content accessed through Avado is for informational purposes only, and is not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. This content should not be used during a medical emergency or for the diagnosis or treatment of any medical condition. Please consult your doctor or other qualified healthcare provider if you have any questions about a medical condition, or before taking any drug, changing your diet or commencing or discontinuing any course of treatment. Do not ignore or delay obtaining professional medical advice because of information accessed through Avado. Call 911 or your doctor for all medical emergencies. You may only use Avado if you reside in the United States.

Your Account and Use of Avado

You are responsible for the security of your passwords and for any use of your account. You must immediately notify Company of any unauthorized use of your password or account by following the instructions at this link. Your use of Avado and any content accessed through Avado must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software. You must be at least 18 years old to use Avado. You may not access Avado other than by the interfaces provided by Company or interfere with or disrupt the proper operation of Avado.

Use of Your Information

If you create, transmit, or display information while using Avado, you may provide only information that you own or have the right to use. When you provide information through Avado, you give Company a license to use and distribute it in connection with Avado and other Company services.

Content and Services Accessed through Avado

The Avado Service may include content that you find offensive, including content that is sexually explicit. Company may make third-party services available through Avado. In order to use a specific service, you may choose to allow the third-party service provider to retrieve, provide, and modify information in your account or otherwise share your information with the service provider. Once you enable a specific third-party service provider to access your account, the service provider may continue to access your account until you affirmatively disable access. It is your sole responsibility to review and approve each such third-party service before sharing your information through or otherwise accessing it. Company may screen, modify, refuse, or remove certain content or third-party services, but is not responsible for and does not endorse any third-party content or services. Company further does not endorse any third-party service providers, other healthcare providers, products, services, opinions, or web sites accessed through the Avado Service. USE OF THESE SERVICES AND RELIANCE ON THIS CONTENT IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF ANY THIRD-PARTY SERVICE OR CONTENT.

Termination

You have the right to terminate your use of Avado at any time. Termination is your sole right and remedy with respect to any dispute with us regarding Avado or this Agreement.

We may terminate your use of the service at any time and for any reason by providing you with notice in any reasonable manner, including via Avado and via notices posted on Avado.

Your rights under this Agreement will terminate automatically if you breach any part of this Agreement.

Access to the Avado Service; Modifications to the Avado Service

We do not provide you with the equipment to access the Avado Service.

We reserve the right to limit, modify, or discontinue, temporarily or permanently, all or a part of the Avado Service without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Avado Service.

Restrictions

You must comply with all applicable laws, including U.S. export control laws, when using Avado. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to: (a) upload, post, email, or otherwise transmit any images that Company, in its sole discretion, deems inappropriate, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; (b) use any automated tool (e.g., robots, spiders) to use Avado; (c) rent, lease, or sublicense your access to Avado to another person; (d) use Avado for any purpose except for internal evaluation purposes use; (e) circumvent or disable any usage rules or other security features of Avado; (f) use Avado in a manner that threatens the integrity, performance, or availability of the Avado service; or (g) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of Avado.

Disclaimer of Warranties

BY USING THE Avado SERVICE, YOU ACKNOWLEDGE THAT THE NATURE OF THE INTERNET IS NEITHER SECURE NOR PRIVATE. ACCORDINGLY, YOUR USE OF THE Avado SERVICE IS AT YOUR SOLE RISK. THE Avado SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE Avado SERVICE, AND YOU RELY ON THE Avado SERVICE AT YOUR OWN RISK. ANY MATERIAL TRANSMITTED THROUGH USE OF THE Avado SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE Avado SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF Avado. UNDER NO CIRCUMSTANCES WILL COMPANY'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF THE TOTAL AMOUNT PAID BY YOU TO COMPANY FOR THE SERVICE OR $5. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnity

You will indemnify and hold Company, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of Avado, your violation of this Agreement, or your violation of any rights of a third party through use of Avado.

General

This Agreement is governed by the laws of the State of Washington, excluding conflicts of law principles. Any legal actions against us must be commenced in the State of Washington within one year after the claim arose. You consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington.

Any controversy or claim arising out of or relating to Avado or this Agreement will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in King County, Washington, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator shall be final and binding upon the parties without appeal or review except as permitted by Washington law. Notwithstanding the foregoing, either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party's rights or property pending the completion of arbitration.

Contacting Company

If you have any questions or concerns about this Agreement or the Avado Service please send us a thorough description by email to info@avado.com