Terms Of Use Building communities of medical practice

Terms Of Use


END USER LICENSE AGREEMENT

IMPORTANT: THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY OR ORGANIZATION THAT HAS LICENSED THIS SOFTWARE ("YOU") AND PARISCRIBE INC. (�Licensor�). BY DOWNLOADING, INSTALLING AND USING THE SOFTWARE, YOU ACCEPT THE SOFTWARE AND AGREE TO THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE PROMPTLY EXIT THIS AGREEMENT WITHOUT TRYING TO INSTALL THE SOFTWARE.

THIS AGREEMENT SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY LICENSOR HEREWITH, REGARDLESS OF WHETHER OTHER SOFTWARES ARE REFERRED TO OR DESCRIBED HEREIN.

1. Definitions:
Unless the context otherwise specifies or requires, for the purposes of this Agreement all capitalized terms set out herein will have the meanings set forth below:

"Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions mean this Agreement;

"Documentation" means user manuals, reference manuals, on-line help or other printed material or instructions accompanying the Software;

'Intellectual Property' means the Confidential Information, and any trade secrets, copyrights, inventions, works, Trade-marks, logos, designs, distinctive names, commercial symbols, domain names, materials (including but not limited to books, pamphlets, manuals, questionnaires, checklists, bulletins, technical bulletins, memoranda, administration bulletins, business processes and best practices, presentation templates, videos, tapes, charts, letters, notices or other publications or documents prepared by or for Licensor as may be modified from time to time) and insignia developed, owned, or provided by Licensor in connection with this Agreement;

"Software" means Radiology Information System (RIS), Billing Adjudication, Electronic Medical Record (EMR), Electronic Physiotherapy Record (EPR), Dental Record System and includes any Documentation and Updates related thereto; and

"Updates" means the object code revisions to the Software that are generally made available to you.

2. License
Subject to the terms and conditions of this Agreement and in consideration of payment by you of the agreed license fee, Licensor grants to you and you accept:

(a) a non-exclusive, non-transferable, license to download, install and use the Software for your business purposes in a manner consistent with this EULA and/or any Documentation that has been supplied with the Software; and

(b) the right to make one (1) copy of the Software for back-up purposes only.

3. Additional Terms and Conditions
You acknowledge and accept that you may be governed by additional terms and conditions imposed by the Licensor�s licensors. You agree to comply with all such additional terms and conditions. Upon a request by you, the Licensor will provide you with a copy of such terms and conditions.

4. Licensee Responsibilities
Except to the extent expressly contrary to applicable law, you undertake:

(a) not to copy, distribute, or electronically transfer the Software except where such copying is allowed by the terms of this Agreement;
(b) not to sell, rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
(c) not to make alterations to, or modifications of, the whole or any part of the Software;
(d) not to decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code of the Software by any means whatever; and
(e) not to use the Software for any commercial purposes.

In the event that you fail to comply with this Agreement, Licensor may terminate the license and you shall destroy all copies of the Software (with all other rights of both parties and all other provisions of this Agreement surviving any such termination).

5. Intellectual Property
The foregoing license gives you a limited license to use the Software. Licensor's licensors retains all right, title and interest, including all copyright and intellectual property rights anywhere in the world, in, or to, the Software, except as expressly provided in this Agreement. All rights not specifically granted in this Agreement are reserved by Licensor or its licensors. You acknowledge that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Agreement.

6. Term
This license will continue for as long as you use the Software unless it is terminated as set out in this Agreement. The license will terminate if you fail to comply with any term or condition herein. You agree, upon termination, to destroy the Software, together with all copies, and/or modifications.

7. Disclaimer of Warranties
The Software is provided on an "as is" and "as available" basis. You use the Software at your own risk. To the fullest extent permissible pursuant to applicable law, Licensor disclaims all warranties of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement. Licensor does not make any warranty that the Software will meet your requirements, or that the Software will be uninterrupted, timely, secure, or error free, or that defects, if any, will be corrected; nor does Licensor make any warranty as to the results that may be obtained from the use of the Software or as to the accuracy or reliability of any information obtained through use of the Software.

You acknowledge that: (i) the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements; and (ii) whilst Licensor has taken reasonable precautions to ensure otherwise, the Software may not be free of bugs or errors, viruses, Trojan horses or other harmful mechanisms, or may not be a fully comprehensive guide and may contain factual inaccuracies or expressions of personal opinion with which you do not agree.

No oral or written information or advice given by Licensor, its licensors, dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.

8. Limitation Liabilities
The entire risk as to the results and performance of the Software is assumed by you. Neither Licensor or its licensors, directors, agents, affiliates, employees or representatives shall be liable to you or any third party for any indirect, special, incidental, punitive, or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, even if Licensor has been advised of the possibility of such damages. Specifically, Licensor shall not be liable under, or in connection with, this Agreement or any collateral contract for:
(a) loss of income;
(b) loss of business profits or contracts;
(c) business interruption;
(d) loss of the use of money or anticipated savings;
(e) loss of information;
(f) loss of opportunity, goodwill or reputation; or
(g) loss of damage to, or corruption of, data.

The maximum aggregate liability of Licensor to you shall not exceed the amount paid by you for the Software. If applicable law requires any warranties with respect to the Software, all such warranties are limited in duration to ninety (90) days from the date of the download of the Software.

The foregoing limitations of liability are intended to apply to the disclaimer of warranties above and all other aspects of this Agreement.

9. Indemnity
You agree to hold Licensor and its licensors, directors, agents, affiliates, employees or representatives harmless from any and all liability of any kind or nature whatsoever which may arise from your use or misuse of the Software or your acts under this Agreement.

10. Content Delivery
The Software will be delivered electronically to you via download after acceptance of payment. Licensor will exercise reasonable efforts to provide the Software in a timely manner. On occasion, technical problems may delay or prevent delivery.

11. General
(a) This Agreement constitutes the entire agreement with respect to the Software provided to you by Licensor and supersedes any other agreements or discussions, oral or written and may not be changed or waived except by a written amendment signed by you and one of our signing officers. No other person has the authority on our behalf to change or waive this Agreement.
(b) You shall not assign, transfer or sub-license your rights under this Agreement, except as provided for under this Agreement.
(c) A waiver by either party of any term or condition of this Agreement will not be deemed a waiver of the term for the future, or of any subsequent breach of it.
(d) The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. Such invalid or unenforceable provision shall be deemed to be severed from this Agreement and the Agreement shall be construed as if such provision was never inserted into it.
(e) This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario, excluding its conflict of laws provisions.
(f) No action, regardless of form, arising out of this Agreement, may be brought by you more than two (2) years after the facts giving rise to the cause of action have occurred, whether those facts by that time are known to or reasonably ought to have been discovered by you.



Contact

500 King Street West, 3rd Floor, Toronto, Ontario, M5V 1L9

Phone. 1 855 783 6771
Fax. 1 866 761 2011

partners@pariscribe.com
info@pariscribe.com

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