1. Grant. Conditioned on the payment of all applicable fees for such use, Licensor grants to You, for use only by any user under the terms of this EULA who secures from You the right to utilize the Licensed Services (as defined below) pursuant to an assigned password (“Authorized Users”), a non-exclusive, non-transferable, non-assignable right for the Term of this EULA to (i) use execute and display the Licensed Services for Your internal business purposes subject to all license restrictions set forth any underlying agreement between You and the Licensor; and (ii) use Third Party Licensed Services subject to the terms and conditions of this EULA or any separate terms otherwise provided to You by Licensor. The term “Licensed Services” as used in this EULA means any software as a service and any related user manual and documentation, the related interfaces, and any other services, updates, revisions, modifications, additions, translations, compilations of or to the foregoing, including any modifications or updates made available by Licensor, but specifically excluding Third Party Licensed Services and Data. “Third-Party Licensed Services and Data” means the object code version of the information processing programs and data developed by third parties unrelated to Licensor, , which may be used with the Licensor Licensed Services but which may require separate agreements between the You and the Third Party Licensed Services and Data vendor. Third Party Licensed Services and Data are not supported or maintained by Licensor.
2. License Restrictions. You may not, nor shall you authorize or permit any other person or entity to: (a) except as expressly authorized herein, reproduce, distribute, publicly display, publicly perform, or otherwise use the Licensed Services or allow any third party to have access to the Licensed Services, except as expressly authorized by Licensor; (b) modify, adapt, alter, translate, or create derivative works of the Licensed Services; (c) merge the Licensed Services with any other software; (d) sublicense, lease, rent, loan, transfer, or otherwise make available the Licensed Services, (e) use the Licensed Services in or as part of a service bureau, timesharing or outsourcing capacity, including acting as an ASP, host or data processor for any third party; (f) develop an alternative to the Licensed Services that is based on or derived from, in whole or in part, the Licensed Services or any other confidential or proprietary information or materials of Licensor; (g) use the Licensed Services in violation of any import, export, re-export or other applicable laws or regulations; (h) attempt to deactivate, bypass, or otherwise circumvent the license keys, remote monitoring, or other security measures for the Licensed Services; (i) disclose the results of any performance or benchmark tests for the Licensed Services; (j) remove or obscure any copyright or other proprietary rights notices, trademarks, logos or trade designations on the Licensed Services or Documentation, any user screens, or any copies thereof; or (k) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Licensed Services, except where such reverse engineering is expressly permitted under applicable law, but then only to the extent that Licensor is not legally entitled to exclude or limit such rights by contract, and you first provide Licensor the opportunity to provide the information necessary to achieve interoperability or compatibility without reverse engineering.
3. Proprietary Rights. The Licensed Services comprise the confidential and proprietary information of Licensor and its suppliers, and constitute valuable trade secrets. You agree to maintain the Licensed Services, and all related information and materials of Licensor in the strictest confidence, with the same degree of care that you use for your own confidential and proprietary information, but in any event with no less than a reasonable degree of care. You shall not access, use or disclose such information or materials for any purpose not expressly authorized by this EULA. The Licensed Services is licensed, not sold. All rights not expressly granted to you in this EULA are reserved by Licensor and its suppliers. Without limiting the foregoing, Licensor and its suppliers shall retain exclusive right, title and interest in and to the Licensed Services, in both binary executable code and source code form, including the program architecture, design, coding methodology, screen shots, and “look and feel” therefor, all modifications and improvements thereto, all prior versions and derivative works thereof, the Documentation, all goodwill associated therewith, and all present and future copyrights, trademarks, service marks, trade secrets, patent rights, and other proprietary and intellectual property rights of any nature throughout the world embodied therein and appurtenant thereto. All protocol libraries, parameter files, customizations, configurations, enhancements, interfaces, and other modifications to or improvements for the Licensed Services are and shall be the sole and exclusive property of Licensor, even if you request or pay for the development thereof or provide any suggestions, specifications or other feedback in connection therewith. Licensor shall be free to include any such modifications and improvements in any general release for the Licensed Services, without any payment or other obligation to you. The license rights granted herein are limited to Licensor's and its suppliers’ intellectual property rights in the Licensed Services, and do not include any patents or other intellectual property rights of any third parties. You acknowledge that you shall have no right to receive or use the source code for the Licensed Services.
4. Privacy and Your Data. Licensor agrees that all data stored on Licensed Services remains the property of You and that in collecting, using or otherwise dealing with Your data it will not disclose any personally identifiable information of any of Your customer or employee or that identifies or is identifiable to You or Your business. Licensor shall use reasonable efforts comply with all privacy and data protection laws applicable to the gathering, processing, storing and transmitting of information received from or in relation to You. Subject to Licensor complying with this EULA, You authorizes Licensor to collect, use and otherwise deal with all of Your data stored on Licensed Services or otherwise received by Licensor from You to create de-identified aggregated general information, (including databases, reports, compilations or other versions of such information) and to use such de-identified aggregated general information in such a manner as Licensor may determine. You agrees that all de-identified aggregate general information (including any databases, reports, compilations or other versions of such information) collected and created by Licensor is and at all times will be the exclusive property of Licensor.
5. Termination. You may terminate this EULA at any time upon ten (10) days written notice to Licensor. Licensor may terminate this EULA immediately if you materially breach the license terms, fail to pay any applicable fees or license restrictions for the Licensed Services, or upon written notice, if you breach any other material obligation under this EULA, and fail to cure such breach within fifteen (15) days after receiving written notice thereof. Termination of this EULA shall not affect your obligation to pay license fees for the Licensed Services or any other fees and charges due and owing. Upon the termination of this EULA for any reason all rights and licenses granted to you shall automatically and immediately terminate and cease to exist. Sections 2 through 9 of this EULA shall survive the expiration or termination of this EULA for any reason.
6. DISCLAIMER. LICENSOR AND THE OTHER PROVIDERS PROVIDES THE LICENSED SERVICES (AND IMPLEMENTATION, TRAINING, SUPPORT AND MAINTENANCE, IF ANY) “AS IS AND WITH ALL FAULTS,” AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO: ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE; AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, AND RELATED CONTENT. LICENSOR IS NOT RESPONSIBLE FOR POWER INTERRUPTIONS, HARDWARE MALFUNCTIONS, THIRD-PARTY SOFTWARE MALFUNCTIONS. YOU AGREE THAT LICENSOR IS NOT A MEDICAL PROVIDER AND DOES NOT RECOMMEND ANY PARTICULAR COURSE OF TREATMENT OR ANY OTHER MEDICAL SERVICES. LICENSOR TAKES NO RESPONSIBILITY FOR DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. THE ACCURACY AND COMPLETENESS OF ANY DECISION TREE AND OPTION SHALL BE THE SOLE RESPONSIBILITY OF YOU.
7. LIMITATIONS DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE LICENSED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, AND RELATED CONTENT ARISING OUT OF THE USE OF THE LICENSED SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF LICENSOR OR ANY SUPPLIER, AND EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR’S LIABILITY FOR CLAIMS, COSTS, LOSSES, DAMAGES OF ANY KIND OR ANY OTHER CAUSE, INCLUDING BUT NOT LIMITED TO LIABILITY FOR ANY FUNDAMENTAL BREACH OF THIS EULA AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE CUMULATIVE FEES PAID BY YOU HEREUNDER UP TO THE DATE OF THE CLAIM.
8. –Indemnify Licensor. Except for Licensor’s gross negligence or criminal misconduct, You shall defend, indemnify and hold Licensor harmless from any and all claims by any party and all damages and expenses including reasonable attorney’s fees and costs of litigation arising by, through or under this EULA; the use of the Licensed Service; any implementation and training agreement with respect to the Licensed Service; and any support and maintenance agreement with respect to the Licensed Service.