License Agreement
Copyright 1992-2021 Carlson
Software All Rights Reserved
CAUTION! READ THIS NOTICE BEFORE USING SOFTWARE
Please read the following Software License Agreement before using
the SOFTWARE. Using this SOFTWARE indicates that you have
accepted its terms and conditions.
Carlson 2022
END-USER LICENSE AGREEMENT FOR CARLSON SOFTWARE
IMPORTANT-READ CAREFULLY: This
Carlson Software End-User License Agreement ("EULA") is a legal
agreement between you (either an individual or a single entity) and
Carlson Software, Inc for the software accompanying this EULA,
which includes computer software and may include associated media,
printed materials, and "online" or electronic documentation
("SOFTWARE PRODUCT" or "SOFTWARE"). By exercising your rights
to use the SOFTWARE, you agree to be bound by the terms of this
EULA. If you do not agree to the terms and conditions of this EULA,
you may not use the SOFTWARE. IF YOU DO NOT AGREE TO THE
TERMS AND CONDITIONS OF THIS EULA, DO NOT INSTALL OR USE ANY PART
OF THE SOFTWARE.
Carlson Software, Inc., referred to as "LICENSOR", develops and/or
licenses proprietary computer programs and sells use licenses for
such proprietary computer programs together with or apart from
accompanying copyrighted material and documentation and;
End User desires to obtain the benefits thereof and, in return for
which, is willing to abide by the obligations and fee agreements
applicable to LICENSOR's use licenses in LICENSOR's proprietary
computer programs.
For good and valuable consideration, including but not limited to
license grant in accordance with this Agreement by LICENSOR to End
User's covenant regarding LICENSOR's proprietary rights, LICENSOR
agrees to permit End User to utilize materials representing
LICENSOR's product or products subject to the following terms and
conditions:
1. License Grant: Subject to the terms, conditions and
limitations of this EULA, LICENSOR hereby grants End User a
personal, limited, non-exclusive, non-transferable, license
to utilize the Software Product you have purchased. The license
granted in this EULA creates no license, express or implied, to any
other intellectual property of Licensor, except for the specific
Software Product which they have lawfully purchased from
LICENSOR.
This EULA grants you the following rights: You may install and use
one copy of the SOFTWARE PRODUCT, or any prior version for the same
operating system, on a single computer. The primary user of the
computer on which the SOFTWARE PRODUCT is installed may make a
second copy for his or her exclusive use on a portable
computer.
Storage/Network Use. You may also store or install a copy of the
SOFTWARE PRODUCT on a storage device, such as a network server,
used only to install or run the SOFTWARE PRODUCT on your other
computers over an internal network; however, you must acquire and
dedicate a license for each separate computer on which the SOFTWARE
PRODUCT is installed or run from the storage device. A license for
the SOFTWARE PRODUCT may not be shared or used concurrently on
different computers.
2. Exclusive Source. End User shall obtain all LICENSOR authorized
product materials through LICENSOR or LICENSOR'S authorized
representative and no other source. LICENSOR authorized product
materials include, but are not limited to, manuals, license
agreements and media upon which LICENSOR's proprietary computer
programs are recorded. End User shall make no copies of any
kind of any of the materials furnished by LICENSOR or LICENSOR's
authorized representative, except as specifically authorized to do
so in this EULA. End User is not entitled to make archival
copies of those portions of LICENSOR's product(s) that are provided
on a machine readable media.
3. Proprietary Rights of Licensor. End User agrees that LICENSOR
retains exclusive ownership of the trademarks and service marks
represented by its company name and logo and all of the
documentation and computer recorded data related thereto. End User
also agrees that all techniques, algorithms, and processes
contained in LICENSOR's computer program products or any
modification or extraction thereof constitute TRADE SECRETS OF
LICENSOR and will be safeguarded by End User, but in no event shall
End User exercise less than due diligence and care in accordance
with the laws of the country of purchase and International Law,
whichever operates to best protect the interests of LICENSOR. End
User shall not copy, reproduce, re-manufacture or in any way
duplicate all or any part of LICENSOR products WHETHER MODIFIED OR
TRANSLATED INTO ANOTHER LANGUAGE OR NOT, or in any documentation,
or in any other material provided by LICENSOR in association with
LICENSOR's computer program products regardless of what manner of
storage and retrieval the product exists, except as specified in
this Agreement and in accordance with the terms and conditions of
this Agreement which remain in force. End User agrees that in the
event End User breaches this EULA, End User will be liable for
damages as may be determined by a court of competent
jurisdiction.
4. Restrictions. End User’s rights and obligations under this EULA
are nonexclusive and personal in nature, and the intellectual
property Licensor grants to End User is subject to applicable law
other than bankruptcy law. End User may not transfer or
assign the SOFTWARE, rights under this EULA or accompanying user
documentation, or any updates of the SOFTWARE which may be provided
under this EULA, to a third party unless End User receives written
consent from Licensor at least 30 days prior to the completion of
transfer. Licensor reserves the right to deny transfer or
assignment if, in its sole discretion, Licensor determines the
transfer not to be a necessity. Whether or not a transfer or
assignment is allowed shall be determined in Licensor’s sole
discretion after taking into consideration certain factors to find
the existence of a necessity including, but not limited to, merger
or acquisition of an entity, complete asset acquisition, change of
control, severe economic hardship, severe loss of human resources
or significant loss in business divisions, or winding down of
entity affairs.
If Carlson consents to a transfer, such transfer shall be allowed
only as a one-time permanent transfer of this EULA and Software to
another end user, provided the initial End User retains no copies
or previous versions of the Software. The transfer must include all
of the Software, including all component parts, any media and
printed materials, any upgrades, this EULA, and any associated
license key. The transfer may not be an indirect transfer, such as
a consignment, rental or lease. No corresponding Maintenance
Agreement rights shall transfer with the SOFTWARE transfer to the
subsequent end user. Prior to the transfer, the subsequent
end user receiving the Software from the initial End User must
agree to all terms of this EULA, with the added condition that no
further transfers to third parties are permitted for any reason
whatsoever, and shall agree to the terms and conditions of a new
Maintenance Agreement with Licensor.
You may not reverse engineer, decompile, or disassemble the
SOFTWARE or alter the images utilized in the SOFTWARE and user
documentation. The SOFTWARE PRODUCT is licensed as a single
product. Its component parts may not be separated for use on more
than one computer. You shall communicate to any individual user in
your facility that they are bound by the restrictions of this
license agreement may not copy or alter the SOFTWARE for use
outside End User's facilities.
Upgrades. If you purchase an upgrade of a SOFTWARE PRODUCT
and you use it on different machine from one where upgraded
SOFTWARE PRODUCT was used, use of original SOFTWARE PRODUCT must be
discontinued and confirmed within 30 days. If such use is not
discontinued, it is a material breach of this EULA and LICENSOR
shall be entitled to all remedies available to it under this EULA,
and under the laws of Kentucky, USA.
5. Security Mechanisms. Licensor and its affiliated companies
take all legal steps to eliminate piracy of their software
products. In this context, the Software Product may include a
security mechanism that can detect the installation or use of
illegal copies of the Software Product, and collect and transmit
data about those illegal copies. Data collected will not include
any customer data created with the Software. By using the Software
Product, you consent to such detection and collection of data, as
well as its transmission and use if an illegal copy is detected.
Licensor also reserves the right to use a hardware lock device,
license administration software, and/or a license authorization key
to control access to the Software. You may not take any steps to
avoid or defeat the purpose of any such measures. Use of any
Software without any required lock device or authorization key
provided by Licensor is prohibited.
6. Audit Rights. End User agrees that LICENSOR has the right to
require an audit (electronic or otherwise) of the LICENSOR
Materials and the Installation thereof and access thereto. As part
of any such audit, LICENSOR or its authorized representative will
have the right, on fifteen (15) days’ prior notice to End User, to
inspect End User’s records, systems and facilities, including
machine IDs, serial numbers and related information, to verify that
the use of any and all LICENSOR Materials is in conformance with
this Agreement. End User will provide full cooperation to enable
any such audit. If LICENSOR determines that End User’s use is not
in conformity with this EULA, End User will obtain immediately and
pay for a valid license to bring End User’s use into compliance
with this EULA and other applicable terms and pay the reasonable
costs of the audit. In addition to such payment rights, LICENSOR
reserves the right to seek any other remedies available at law or
in equity, whether under this Agreement or otherwise.
7. Warranty. THE PRODUCT IS PROVIDED "AS IS" WITH ALL FAULTS. TO
THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION IMPLIED WARRANTIES OF MERCHANITIBILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND WARRANTIES THAT THE PRODUCT IS FREE OF
DEFECTS AND NON-INFRINGING, WITH REGARD TO THE SOFTWARE, AND THE
ACCOMPANYING WRITTEN MATERIALS. YOU BEAR ENTIRE RISK AS TO
SELECTING THE PRODUCT FOR YOUR PURPOSES AND AS TO THE QUALITY AND
PERFORMANCE OF THE PRODUCT. THIS LIMITATION WILL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. In
any event, LICENSOR will not honor any warranty shown to exist for
which inaccurate or incorrect identifying data has been provided to
LICENSOR. The product(s) provided are intended for commercial use
only and should not be utilized as the sole data source in clinical
decisions as to levels of care.
8. LIMITATION OF LIABILITY. EXCEPT AS REQUIRED BY LAW, LICENSOR AND
ITS DISTRIBUTORS, DIRECTORS, LICENSORS, CONTRIBUTORS AND AGENTS
(COLLECTIVELY, THE "LICENSOR GROUP") WILL NOT BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES
ARISING OUT OF OR IN ANY WAY RELATING TO THIS EULA OR THE USE OF OR
INABILITY TO USE THE PRODUCT, INCLUDING WITHOUT LIMITATION DAMAGES
FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA,
AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT,
TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. THE LICENSOR
GROUP'S COLLECTIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED
THE GREATER OF $500 (FIVE HUNDRED DOLLARS) AND THE FEES PAID BY YOU
UNDER THIS LICENSE (IF ANY).
9. Update Policy. LICENSOR may, from time to time, revise the
performance of its product(s) and in doing so, incur NO obligation
to furnish such revisions to any End User nor shall it warrant or
guarantee that any revision to the SOFTWARE will perform as
expected by the End User on End User’s equipment. At LICENSOR's
option, LICENSOR may provide such revisions to the End User.
10. Customer Service. Although it is the LICENSOR's customary
practice to provide reasonable assistance and support in the use of
its products to its customers, LICENSOR shall not be obligated to
any End User to provide technical assistance or support through
this Agreement and may at LICENSOR's sole election charge a fee for
customer support.
11. Termination of End User License. If any one or more of the
provisions of this Agreement is breached, the license granted by
this Agreement is hereby terminated. In the event of such
termination, all rights of the LICENSOR shall remain in force and
effect. Any protected health information data of End User
maintained on LICENSOR’S data base shall upon reasonable notice to
End User and at the discretion of LICENSOR may be destroyed.
12. Copyright. The SOFTWARE (including, but not limited to, any
images, photographs, animations, video, audio, music and or text
incorporated into the SOFTWARE), and all intellectual property
rights associated with it, whether exists in a tangible media or in
an electronic image media is owned by LICENSOR and is protected by
United States copyright laws and international treaty provisions
and all other commonwealth or national laws. LICENSOR reserves all
intellectual property rights in the Products, except for the rights
expressly granted in this Agreement. You may not remove or alter
any trademark, logo, copyright or other proprietary notice in or on
the Product. This license does not grant you any right to use the
trademarks, service marks or logos of LICENSOR or its licensors.
You may not copy any user documentation accompanying the
SOFTWARE.
13. Injunctive Relief. It is understood and agreed that,
notwithstanding any other provision of this Agreement, LICENSOR has
the unequivocal right to obtain timely injunctive relief to protect
the proprietary rights of LICENSOR.
14. Entire Agreement. This EULA constitutes the entire agreement
between the parties and supersedes any prior agreements. This EULA
may only be changed by mutual written consent.
15. End User Agreement Acknowledgment. The End User hereby accepts
all the terms and conditions of this Agreement without exception,
deletion, alteration. End User acknowledges they are authorized to
enter this agreement on behalf of any organization for which the
license is sought. Any unauthorized use of LICENSOR products will
be considered a breach of this Agreement, subject to liquidated
damages and otherwise unlawful and willful infringement of
LICENSOR's trade secrets and/or proprietary products.
16. Payment and Refund Policy. The use of the SOFTWARE herein is
deemed a commercial use and under the terms of this license
agreement End User shall not be entitled to any refund of purchase
price. End User agrees to pay all user fees promptly. LICENSOR is
authorized by End User to suspend any further access to SOFTWARE in
the event fees are not fully paid. End user entity shall promptly
pay any and all access and use charges incurred regardless of the
end user. End user is responsible for protecting any pass word and
user identity supplied to End User.
17. Loss/Theft/Misuse. End user shall promptly report to LICENSOR
the theft or other loss of any password and/or user identity
required to access SOFTWARE. LICENSOR shall not be responsible for
maintaining the integrity of End User data in the event that end
user’s data base is accessed and/or altered by an unauthorized end
user due to the failure of licensed End User to protect its
password or user identity. End User shall be responsible for any
costs incurred by LICENSOR due to the negligence or reckless
disregard of End User’s failure to protect its password or user
identity.
18. Civil/Criminal Investigation. End user shall fully cooperate
with LICENSOR and or any person authorized by LICENSOR (including
local, state, or federal law enforcement officials) to investigate
any alleged theft, misuse or unauthorized use of SOFTWARE or data
related thereto.
19. U.S. Government Restricted Rights. The SOFTWARE PRODUCT and
documentation are provided with RESTRICTED RIGHTS. Use,
duplication, or disclosure by the Government is subject to
restrictions as set forth in subparagraph (b)(1)(ii) and (c) of the
Rights in Technical Data and Computer Software clause at DFARS
252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial
Computer Software-Restricted Rights at 48 CFR 52.227-19, as
applicable.
20. Governing Law. This EULA shall be governed and construed in
accordance with the laws of the Commonwealth of Kentucky,
USA.