SAFEDOSE® DIGITAL TAPE LICENSE AGREEMENT
WE WILL LICENSE THE SAFEDOSE DIGITAL TAPE SOFTWARE (THE “LICENSED SOFTWARE”) TO YOU UPON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL THE TERMS CONTAINED IN THIS AGREEMENT THROUGH ONE OF THE METHODS DESCRIBED HEREIN. YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, ORDER, RECEIVE OR USE THE SOFTWARE. THIS LICENSE AND THE DOCUMENTATION (AS DEFINED BELOW) (COLLECTIVELY, THE "AGREEMENT") IS BETWEEN SAFEDOSE (“SAFEDOSE,” “WE,” OR “US”) AND THE INDIVIDUAL OR LEGAL ENTITY DOWNLOADING, INSTALLING, ORDERING, RECEIVING OR USING THE SOFTWARE, OR THAT CLICKS THE "ACCEPT" BUTTON OR CHECK BOX DISPLAYED AS PART OF THE PROCUREMENT, INSTALLATION, UPGRADE OR UPDATE PROCESS (“LICENSEE”, “YOU,” OR “YOUR”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY. 1. Software License Grant. Subject to the terms of this Agreement, SafeDose grants to Licensee a nonexclusive, royalty-free, fully-paid up license (“License”) to use the Licensed Software and related technical information during the Term of this Agreement. Licensee may not copy the Licensed Software and understands that the Licensed Software is proprietary to SafeDose, contains trade secrets, and is protected by copyright law. This Agreement does not provide Licensee with title or ownership of any Licensed Software but only a right of limited use. Subject to the License granted hereunder, SafeDose retains sole and exclusive ownership of all right, title, and interest in and to the Licensed Software. Licensee agrees to take reasonable measures to maintain the confidentiality of the Licensed Software and not to disclose the Licensed Software to any third party, except to a consultant of Licensee who is bound by obligations of nondisclosure and confidentiality. Licensee shall ensure that the Licensed Software is not, nor will it permit any third party(ies), in whole or in part, to: (i) disassemble, decompile, reverse engineer or translate into another computer language the Licensed Software, (ii) copy or otherwise reproduce the Licensed Software, or ‘scrape’ the Licensed Software for the information conveyed thereby, (iii) except as expressly authorized herein, remove, modify or otherwise tamper with notices or legends on the Licensed Software, (iv) create derivative works from, adapt, modify, change, improve, or enhance the Licensed Software, (v) distribute, sell, license, sublicense, rent, subscribe, lease, or otherwise transfer by any means or in any form, by operation of law or otherwise, the Licensed Software or use thereof, without SAFEDOSE’s prior written consent, or (vi) directly or indirectly, develop, integrate, license or sell any product that is based upon or incorporates SAFEDOSE’s proprietary information. The Licensed Software and any related documentation provided to Licensee will be promptly returned to SafeDose or destroyed upon termination of this Agreement. 2. Confidentiality. Any proprietary information, including the Licensed Software, related documentation, training and technical information shall be considered “Confidential Information” under this Agreement. Licensee shall protect Confidential Information to the same degree it protects its own similar proprietary and confidential information, but in no event shall such protection measures be less than commercially reasonable. This restriction shall not apply to any Confidential Information that is already known by Licensee, is or becomes publicly available through no fault of the receiving party, or is required to be disclosed by government or judicial order. All Confidential Information provided to Licensee under this Agreement shall be returned to SafeDose or destroyed promptly upon termination of this Agreement. The terms of this Section, shall survive expiration or termination of this Agreement. 3. Warranty Disclaimer/Limitation of Liability/Indemnity. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CLINICAL INFORMATION DESCRIBED AND RECOMMENDED VIA THE LICENSED PRODUCTS IS BASED ON STANDARD SOURCES AND CONSULTATION WITH NURSING, MEDICAL AND PHARMACEUTICAL AUTHORITIES AND IS TO BE USED BY TRAINED MEDICAL PERSONNEL AS A REFERENCE RESOURCE ONLY. TO THE BEST OF SAFEDOSE’S KNOWLEDGE, THESE MATERIALS REFLECT CURRENTLY ACCEPTED PRACTICE. LICENSEE FURTHER ACKNOWLEDGES AND AGREES THAT THE LICENSED SOFTWARE IS NOT INTENDED TO BE USED FOR PATIENT DIAGNOSIS OR AS A SUBSTITUTE FOR TRAINED MEDICAL ADVICE, DECISION-MAKING OR EXPERTISE AND THAT FOR INDIVIDUAL APPLICATIONS, ALL RECOMMENDATIONS NEED TO BE CONSIDERED BY A TRAINED PROFESSIONAL UTILIZING HIS OR HER OWN PROFESSIONAL JUDGMENT IN ORDER TO MAKE FINAL DECISIONS. FURTHER, ALL RECOMMENDATIONS SHOULD BE CONSIDERED IN LIGHT OF THE PATIENT’S CONDITION AND ALSO IN LIGHT OF THE LATEST MEDICATION PACKET INSERT INFORMATION. SAFEDOSE AND ITS AUTHORS AND PUBLISHERS DISCLAIM ALL RESPONSIBILITY FOR ADVERSE EFFECTS RESULTING DIRECTLY OR INDIRECTLY FROM APPLICATION OF THESE MEDICATIONS AND FROM KNOWN COMPLICATIONS OF TREATMENT. THE LICENSED SOFTWARE UNDER THIS AGREEMENT IS BEING PROVIDED AT NO CHARGE, AND THEREFORE SAFEDOSE SHALL HAVE NO LIABILITY WHATSOEVER UNDER THIS AGREEMENT. THE LICENSED SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTY AND SAFEDOSE DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL SAFEDOSE BE LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, OR ANY ACTUAL, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF SAFEDOSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES IN EXCESS OF THE LESSER OF THE AMOUNTS PAID BY LICENSEE HEREUNDER FOR THE EVALUATION LICENSE AND TEN DOLLARS ($10). LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD SAFEDOSE, ITS AFFILIATES, SUCCESSORS AND ASSIGNS AND THEIR RESPECTIVE MEMBERS, MANAGERS, EMPLOYEES, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER AGENTS FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, DAMAGES COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES) IN CONNECTION WITH ANY CLAIM, DEMAND, ALLEGATION, ACCUSATION OR ACTION BASED UPON, RESULTING FROM OR RELATED TO LICENSEE’S, ITS CUSTOMER’S OR PATIENTS OF THE FOREGOING’S: (I) ACTS, OMISSIONS, MISREPRESENTATIONS OR VIOLATIONS OF LAW, (II) USE OR MISUSE OF THE LICENSED PRODUCTS AND (III) BREACH OF ANY OF LICENSEE’S WARRANTIES, REPRESENTATIONS OR OBLIGATIONS UNDER THIS AGREEMENT. 4. General. (a) The term of this Agreement shall begin on the Effective Date and continue until terminated by either party upon written notice to the other and with immediate effect. Upon termination of this Agreement for any reason, Licensee shall immediately cease its use of Licensed Software and any of its components, in whole or in part. (b) This Agreement is binding upon and will inure to the benefit of a party and its successors and assigns. (c) This Agreement shall be considered an agreement made in Massachusetts and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America and any action resulting therefrom shall be prosecuted in the courts of the Commonwealth. (d) Licensee agrees that any violation or threat of violation of this Agreement hereof will result in irreparable harm to SAFEDOSE, for which damages would be an inadequate remedy. In addition to any rights and remedies otherwise available at law, SAFEDOSE shall be entitled to seek equitable relief to prevent any unauthorized use or disclosure, and to such other and further equitable relief as may be deemed proper under the circumstances. (e) All provisions of this Agreement which by their nature are intended to survive the termination or expiration of this Agreement. (f) This Agreement represents the entire understanding of the parties concerning the subject matter hereof and supersedes all prior communications and agreements, whether oral or written, relating to the subject matter of this Agreement.