Agreement
This End User License Agreement (“EULA”)
is between you, an individual or a single legal entity,
and PROSTAT Corporation (“PROSTAT”) and is
effective as of the date you click the “I Agree”
button. This EULA will remain in effect until terminated
as provided herein. This EULA is found on the box of the
Software for your review and must be acknowledged by you
when you first install the Software. By indicating your
agreement by clicking the “I ACCEPT” button,
you agree to be bound by this EULA and are indicating
that you have the legal authority to accept the EULA.
This is a legally binding agreement. If you do not agree
with the EULA, you may not use the Software and must click
the “I DECLINE” button. In that case, you
may not use the Software and you must return all copies
of the Software to PROSTAT or your reseller for a refund.
Top
License
Subject to the provisions of this EULA, PROSTAT hereby
grants to you, a perpetual, limited, non-transferable,
non-exclusive, non-sublicensable license to use the
software embedded in the device(s) you have purchased
and the software required to be installed on your computer,
collectively known as Autoanalyzer (the “Software”)
solely for your internal use and not for any other purpose
(the “License”). You shall not (a) reverse
engineer, translate, decompile or disassemble the Software;
(b) sublicense, assign, transfer, rent or sell the Software
or any copy or any part thereof; or (c) copy the Software
or any part thereof. PROSTAT reserves all rights not
expressly granted to you hereunder.
Top
Ownership and
Proprietary Notices
PROSTAT retains all right, title and interest and all
patent, copyright, trade secret rights and other proprietary
rights in and to the Software. You shall not alter,
remove, modify or suppress any proprietary notice and
confidentiality legend placed on or contained within
the Software or in any reports or other information
generated by the Software.
Top
Considerations
In consideration for the license granted herein, you
have paid fees either directly to PROSTAT or to an authorized
reseller.
Top
Termination
PROSTAT may terminate this EULA immediately if: (a)
you fail to comply with any term or condition under
this EULA, other than a breach of Sections 2 or 3, and
fail to perform or cure the same within thirty (30)
days after receipt of written notice to cure; and/or
(b) you fail to comply with any term or condition in
Sections 2 or 3 of this EULA.
Top
Effect
of Termination
Upon termination of the EULA, you shall immediately
(a) discontinue use of and return to PROSTAT the Software
and any copies thereof, and (b) certify in writing within
ten (10) business days that you have complied herewith.
Top
No Warranty
THE USE OF THE SOFTWARE IS SOLELY AT YOUR OWN RISK.
YOU UNDERSTAND THAT THE RESULTS GENERATED BY THE SOFTWARE
DEPEND UPON YOUR USE OF THE SOFTWARE AND THE INFORMATION
YOU INPUT INTO THE SOFTWARE. THE SOFTWARE AND ANY RESULTS
GENERATED USING THE SOFTWARE ARE PROVIDED “AS-IS”
AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER. PROSTAT
HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT. PROSTAT MAKES NO WARRANTY THAT
THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR WILL BE
UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE
OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED
BY USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE.
YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE
REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION
WITH THE SOFTWARE IS TO CEASE TO USE THE SOFTWARE. YOU
MAY HAVE OTHER RIGHTS, WHICH MAY VARY FROM STATE TO
STATE.
Top
Confidentiality
You acknowledge that information disclosed to you regarding
methodologies, the Software, the terms of this EULA,
and all information disclosed by PROSTAT to you and
identified in writing as “proprietary” or
“confidential” at the time of its disclosure
will be considered “Confidential Information”.
You will hold the Confidential Information in strict
confidence, and will use at least the same effort to
prevent disclosure as you use to protect your own proprietary
and confidential information of like character, but
in no event less than a reasonable degree of care. You
will limit disclosure and use of the Confidential Information
to those of your employees, consultants and agents as
have a need to know such information and who have agreed
to maintain the confidentiality of such information
in a manner consistent with this Section 8. You promptly
will return all copies of the Confidential Information
upon termination and as otherwise requested by PROSTAT
at any time in writing. If you are required by law to
disclose the Confidential Information, you shall notify
PROSTAT of the request and provide PROSTAT with an opportunity
to seek a protective order against disclosure. If no
protective order is obtained, you will disclose only
the minimum amount of information as may be necessary
to comply with the requirement. Except for the Software,
which shall always be PROSTAT’s Confidential Information,
Confidential Information does not include information
that: (a) comes into the public domain through no breach
of confidentiality; (b) you can show was known to your
prior to disclosure by PROSTAT; (c) you later receive
from a third party having no duty of confidentiality
to PROSTAT; or (d) was independently developed by you
without the use of the Confidential Information.
Top
Limitation
of Liability
YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL PROSTAT’S
AGGREGATE LIABILITY HEREUNDER, BASED ON ANY THEORY OF
LIABILITY OR CAUSE OF ACTION, EXCEED FIVE HUNDRED DOLLARS.
NOTWITHSTANDING ANYTHING SET FORTH IN THIS EULA TO THE
CONTRARY, IN NO EVENT SHALL PROSTAT BE LIABLE TO YOU
FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO
LOST PROFITS, LOST REVENUES OR LOST SAVINGS OR DATA
LOSS, EVEN IF PROSTAT HAS BEEN ADVISED, KNOWS OR SHOULD
KNOW OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT
OF OR IN CONNECTION WITH THIS EULA, WHETHER IN AN ACTION
SOUNDING IN CONTRACT OR TORT (INCLUDING NEGLIGENCE),
STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE
THEORY.
Top
Other
Provisions
PROSTAT shall not be liable for any delays resulting
from circumstances or causes beyond its control, including,
without limitation, fire or other casualty, acts of
God, acts of terrorism, strike or labor dispute, war
or other violence, or any law, order or requirement
of any governmental agency or authority. You may bring
no action, regardless of form, arising under or relating
to this EULA, more than one (1) year after the cause
of action has accrued. The parties understand and agree
that each of the parties hereto is an independent contractor
and that neither party is, nor shall be considered to
be, an agent, distributor or representative of the other.
This EULA shall be binding on the parties and their
respective permitted successors and assigns. You may
not assign this EULA without the written consent of
PROSTAT. Whenever under this EULA one party is required
or permitted to give notice to the other, such notice
shall be in writing and deemed given upon the earlier
of (a) delivery; (b) four (4) calendar days after such
notice is mailed by registered or certified mail, return
receipt requested, postage prepaid; or (c) one (1) business
day after deposit with a national overnight courier
for next business day delivery. Notice to you shall
be provided to the addresses set forth [on your purchase
order or other documentation provided to PROSTAT when
you purchased the equipment containing the Software].
Notice to PROSTAT shall be provided to: Prostat Corporation,
1072 Tower Lane, Bensenville, IL 60106, USA. This EULA
will be governed by the laws of the State of Illinois,
without regard to any conflicts of law principles applied
in that state. Any suit or proceeding relating to this
EULA shall be brought only in Chicago, Illinois. This
EULA constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and
supersedes all other oral or written representations,
understandings or agreements (including any purchase
orders) relating to the subject matter hereof. If any
provision of this EULA is declared or found to be illegal,
unenforceable or void, then such provision shall be
null and void but each other provision hereof or thereof
not so affected shall be enforced to the full extent
permitted by applicable law. No delay or omission by
any party in enforcing its rights or remedies under
this EULA shall impair such right or remedy or be deemed
to be a wavier thereof. No waiver of any right or remedy
under this EULA with respect to any occurrence or event
on one occasion shall be deemed a waiver of such right
or remedy with respect to such occurrence or event on
any other occasion. The provisions of Sections 1, 3
and 6 - 10 shall survive the termination or expiration
of this EULA for any reason.
Top
|
| Training
