END USER LICENSE AGREEMENT
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.
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;
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
means the object code revisions to the Software that are generally made
available to you.
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
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
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.
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
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
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.
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
(a) loss of income;
(b) loss of business profits or
(c) business interruption;
(d) loss of the use of money or
(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.
foregoing limitations of liability are intended to apply to the disclaimer of
warranties above and all other aspects of this Agreement.
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.
(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.
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.
Agreement shall be governed and construed in accordance with the laws of the
Province of Ontario, excluding its conflict of laws provisions.
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.