Electronic End User License Agreement
NOTICE TO USER: THIS IS A CONTRACT. BY INSTALLING THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This MedEsafe, Inc. ("MedEsafe") End User License Agreement accompanies a single copy of the MedEsafe EMR software product ("Software"), as well as related explanatory written materials ("Documentation"). The term "Software" shall also include any upgrades, patches, modified versions, updates, additions, and copies of the Software licensed to you by MedEsafe or third parties. This copy of the MedEsafe software is licensed to you as the end user. Please read this Agreement carefully before indicating acceptance at the end of the text of this Agreement. If you do not agree with the terms and conditions of this Agreement, decline where instructed, and you will not be able to use the Software.
Subject to the terms and conditions contained herein, MedEsafe grants to you a limited nonexclusive nontransferable license to use the Software (the "License"). MedEsafe remains the owner of all right, title, and interest in the Software and the Documentation and in any copies of the Software and the Documentation.
1. Use of the Software. The License permits you to install the Software on more than one computer system, e.g., a desktop computer and a laptop computer normally used by the same person at different times, provided that there is no possibility that the Software will be used on more than one computer system simultaneously; any such simultaneous use requires a separate license for each computer system. You are not allowed to make more than one copy for backup purposes. You agree not to make nor to permit the making of copies of the Software (including its Documentation) except as authorized by this License Agreement or otherwise authorized in writing by us. Any Documentation, screen prints or resulting output derived and/or furnished with the Software may not be copied without specific written authorization from MedEsafe in each case.
2. Proprietary Rights. All proprietary rights in and to the Software are owned by MedEsafe and its suppliers, and the structure, organization and code relating to the Software and all other information or data supplied by MedEsafe and its suppliers, including, without limitation, any and all information and data in machine readable form, are the valuable trade secrets of MedEsafe and its suppliers. The use and disclosure of the foregoing must be continuously and carefully controlled. You may not copy the Software or the Documentation, except as set forth in the "Use of the Software" section. Any copies that you are permitted to make pursuant to this Agreement must contain the same proprietary notices that appear on or in the Software. You agree not to modify, adapt, translate, reverse engineer, decompile or disassemble the Software, otherwise attempt to discover the source code of the Software or attempt to create derivative works based upon the Software or any part thereof. mark.
3. Transfer. You may not rent, lease, sublicense, lend, sell, assign or transfer the Software or Documentation.
4. Multiple Environment Software/Multiple Language Software/Dual Media Software/Multiple Copies. If the Software includes, or, in connection with the acquisition of the Software you receive, two or more operating environment versions of the Software (e.g. Macintosh(R) and Windows(TM)), two or more language translation versions of the Software, the same Software on two or more media (e.g., diskettes and a CD-ROM), and/or you otherwise receive two or more copies of the Software, nevertheless you may use only one copy of one version of the Software. You may make one back-up copy, in accordance with the terms of this Agreement, for the version of the Software you use. You may not rent, lease, sublicense, lend, sell or transfer versions or copies of the Software you do not use, or Software contained on any unused media.
5. Limited Warranty. MEDESAFE WARRANTS TO YOU THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION WHEN USED IN CONJUNCTION WITH THE REQUIRED OPERATING ENVIRONMENT FOR THE THIRTY (30) DAY PERIOD FOLLOWING YOUR RECEIPT OF THE SOFTWARE. TO MAKE A WARRANTY CLAIM, YOU MUST RETURN THE SOFTWARE TO THE LOCATION WHERE YOU OBTAINED IT ALONG WITH A COPY OF YOUR SALES RECEIPT WITHIN SUCH THIRTY (30) DAY PERIOD. IF THE SOFTWARE DOES NOT PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION, THE ENTIRE AND EXCLUSIVE LIABILITY AND REMEDY SHALL BE LIMITED TO EITHER, MEDESAFE'S OPTION, THE REPLACEMENT OF THE SOFTWARE OR THE REFUND OF THE LICENSE FEE YOU PAID FOR THE SOFTWARE. MEDESAFE AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR ON MEDESAFE'S OR ITS SUPPLIERS' BREACH OF WARRANTY.
6. Disclaimer of Warranties. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THIS SOFTWARE AND ANY RELATED SERVICES OR CONTENT ACCESSIBLE THOUGH THE SOFTWARE ARE PROVIDED "AS IS", AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDESAFE DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES , EXPRESS OR IMPLIED REGARDING THE SOFTWARE, DOCUMENTATION AND RELATED MATERIALS AND ANY SUCH SERVICES AND CONTENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES, EXPRESS OR IMPLIED, AS TO AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OR SECURITY. MEDESAFE DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, NOR DOES MEDESAFE WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT THROUGH THE SOFTWARE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY FROM STATE TO STATE.
7. Limitation of Liability and Damages. THE ENTIRE LIABILITY OF MEDESAFE AND ITS AFFILIATES, LICENSORS, DEALERS OR SUPPLIERS ("REPRESENTATIVES") FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDESAFE AND ITS REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT OR THE LIKE, OR FOR ANY CLAIM BY ANY THIRD PARTY, WHETHER BASED UPON ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF MEDESAFE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MEDESAFE AND YOU. MEDESAFE WOULD NOT BE ABLE TO HAVE PROVIDED THE SOFTWARE WITHOUT SUCH LIMITATIONS.
8. Notice to Government End Users. Any distribution or license of the Software to the U. S. Government or its agencies or instrumentalities (the "Government") is made only with RESTRICTED RIGHTS. Use, duplication of disclosure by the Government is subject to restrictions set forth in subparagraph (c) (1) (ii) of DFAR 252.227-7013, or as set forth in the particular department or agency regulation or rules that provide MedEsafe protection equivalent to or greater than the above recited clause. MedEsafe, Inc., 302 Wesley Street, Suite 3 Johnson City, Tennessee 37601.
9. Protection Device. MedEsafe may adopt from time to time such mechanical or electronic methods it deems necessary or appropriate to control unauthorized use or distribution of the Software. Such methods may require that the Software may be used only with a protection device or code provided to you by MedEsafe.
10. General Provisions.
This Agreement sets forth MedEsafe's and its Representatives' entire liability and your exclusive remedy with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between you and MedEsafe with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software.
This agreement does not limit any rights that MedEsafe may have under trade secret, copyright, patent or other laws. The Representatives of MedEsafe are not authorized to make modifications of this Agreement, or to make any additional representations, warranties or commitments binding upon MedEsafe, other than in writing signed by an officer of MedEsafe. Accordingly, such additional statements are not binding upon MedEsafe, and you should not rely on such statements. This Agreement may only be modified in writing signed by an authorized officer of MedEsafe.
This Agreement will be construed in accordance with and governed by the laws of the State of Delaware (without reference to choice of law principles), except for trademark and copyright matters governed by federal law. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. You agree and certify that you are not a citizen or permanent resident of the following countries: Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria.
This Agreement may be terminated by MedEsafe immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination, you must immediately destroy all complete and partial copies of the Software and Documentation, including all backup copies. From time to time MedEsafe may change the terms and conditions of this Agreement. MedEsafe will notify you of any such change. Your continued use of the Software will indicate your agreement to the change.
11. Notices. All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or shall be deemed received within 5 days after mailing if sent by registered or certified mail, return receipt requested. If any notice is sent by facsimile, confirmation copies must be sent by mail or hand delivery to the specified address.
MedEsafe, Inc Houston Office
PO Box 667485
Houston, Texas 77266
Telephone: (713) 522-1190