Please read and agree to the following License Agreement:
IATRIC SYSTEMS, INC
SCRIPTLINK™ PLUS STANDARD EDITION LICENSE
TERMS AND CONDITIONS
By checking the box marked “I agree” on the ScriptLink™ Plus Standard Edition License (“ScriptLink”) Request Page found at www.iatric.com, the Licensee, by its representative duly authorized, agrees to the following Terms and Conditions, for itself and its Related Entities:
1) As used in these Terms and Conditions,
a) “Licensee” means the Licensee identified on the ScriptLink™ Plus Standard Edition License Request Page,
b) “Related Facilities” means those entities and organizations controlled by Licensee that are also identified on the ScriptLink™ Plus Standard Edition License Request Page, and expressly excludes any entities that control Licensee or are under common control with Licensee,
c) “Licensor” means Iatric Systems, Inc.,
d) ”ScriptLink” means the object code form of that software product marketed by Licensor as “ScriptLink™ Plus Standard Edition”, and any and all related information, documentation, and corrections, modifications, updates or enhancements (collectively, “Updates”) which Licensor may provide to Licensee and Related Entities pursuant to the terms of a separate maintenance agreement,
e) “Confidential Information” includes, but is not limited to, all programming, code, documentation and other written material, methodologies, processes, and inventions of Licensor, and any information or material designated by Licensor as confidential, excluding information that
i) is or becomes publicly known or available without breach of these Terms and Conditions; or
ii) is received from a third party without breach of any obligation of confidentiality; or
iii) was previously known by Licensee or a Related Entity as shown by its written records,
2) Licensor grants to the Licensee and its Related Entities a limited, nonexclusive, nontransferable, personal license to use ScriptLink Plus Standard Edition for use on any database at any of their facilities.. Licensee and Related Entities are prohibited from making copies of Scriptlink Plus Standard Edition except for backup purposes.
3) All copyright interest, exclusive rights, title and ownership in and to any and all elements of ScriptLink, whether or not these elements have been published, will remain at all times the exclusive property of the Licensor. Licensee and its Related Entities will maintain the integrity of all copyright and trademark notices of the Licensor, or of any third parties, to ScriptLink or to any related documents and materials, and will take no action inconsistent with the copyright and trademark ownership rights of the Licensor or of any third parties. Licensee and its Related Entities shall not assign, transfer, distribute, or sublicense ScriptLink to others, it being expressly understood and agreed that this license is personal to Licensee and Related Facilities. Licensor has the right to terminate the license automatically and immediately in the event of any breach of these Terms and Conditions.
4) Licensee and Related Entities will not make or permit any modification to or enhancement of ScriptLink without the prior written consent of Licensor, and any modification to or enhancement of ScriptLink by anyone other than Licensor will void any maintenance agreement between Licensor and Licensee or any Related Entity.
5) Licensee, for itself and its Related Entities, agrees to hold the Confidential Information of Licensor in strict confidence, and shall not directly or indirectly use, disclose, copy, transfer, or allow access to such confidential information except as necessary to exercise the license granted under these Terms and Conditions. Licensee, for itself and its Related Entities, agrees to use, and to require its employees and independent contractors to use, such procedures and mechanisms necessary to maintain the security of and to prevent the unauthorized access to the computer systems on which the Confidential Information of Licensor resides consistent with its obligations under these Terms and Conditions. 6) The obligations of Licensee and Related Entities to protect and maintain the confidentiality of ScriptLink have a special value, and damages alone in an action at law cannot compensate Licensor reasonably or adequately in the event that Licensee or any Related Entity breaches its obligations. Licensee therefore expressly agrees, for itself and Related Entities, that Licensor is entitled to injunctive and other equitable relief in the event of such breach or threatened breach. This relief is in addition to any other rights or remedies, which Licensor may possess. 7) Licensee and Related Entities shall not reverse engineer, decompile, or disassemble ScriptLink.
8) All parties acknowledge that Licensor and its employees, contractors and representatives may access electronic medical records and individually identifiable health information maintained by Licensee (“PHI”). Licensor agrees that it will access and use PHI solely for the purpose of product modification, support, or system maintenance for ScriptLink. Access by Licensor personnel will be on a need-to-know basis. In no event will Licensor retain or transfer to others any PHI without Licensee’s written consent. Licensor acknowledges that PHI belongs solely to the Licensee, and agrees that it will return, destroy or convert to a de-identified format consistent with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) de-identification safe harbor regulations all PHI used for the purposes described above. In addition, Licensor will implement reasonable and appropriate safeguards and data security protocols with the goal of preventing any unauthorized disclosure of PHI. On Licensee’s reasonable request, Licensor shall execute and deliver an additional agreement (which may be denominated as a “Business Associate Agreement” or a “Patient Confidentiality Agreement”) setting forth Licensor’s obligations as respects PHI disclosed to it under these Terms and Conditions, as required by HIPAA.
9) THE LICENSOR DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES OF NONINFRINGEMENT PERTAINING TO SCRIPTLINK. IN NO EVENT WILL THE LICENSOR BE LIABLE FOR DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF USE OR PROFITS OR DATA, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS AND CONDITIONS OR THE LICENSEE’S OR RELATED ENTITIES’ USE OF SCRIPTLINK, EVEN IF LICENSOR IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY EXCEED THE AMOUNTS RECEIVED BY IT HEREUNDER.
10) Licensee understands and agrees for itself and Related Entities that Licensor is not engaged in the practice of medicine and that ScriptLink is an information tool only and is not a substitute for competent medical advisors. All medical practice management and patient care decisions made in which ScriptLink may be utilized, and the consequences thereof, will be exclusively the responsibility of Licensee and Related Entities, as well as physicians and other practitioners with privileges at Licensee’s and Related Entities’ facilities and hospitals. Licensee agrees, for itself and Related Entities, to indemnify and hold Licensor and its officers and employees harmless from any and all claims that any improper medical treatment resulted from Licensee’s or any Related Entity’s use or reliance upon ScriptLink. Licensor does not warrant that ScriptLink will operate uninterruptedly or error-free. Licensee and Related Entities are solely responsible for the accuracy and adequacy of the information and data furnished for processing by ScriptLink.
11) If the Licensee or any Related Entity breaches these Terms and Conditions, Licensor has the right to terminate these Terms and Conditions with the breaching party immediately In the event of such termination, the breaching party shall cease use of ScriptLink immediately and will destroy all copies of ScriptLink. In addition, Licensee will give the Licensor a written statement certifying such destruction within five (5) business days following such termination. Such termination will not preclude the Licensor from seeking other remedies against the Licensee or the breaching party as provided by law.
12) These Terms and Conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. The federal and state courts of said Commonwealth shall have exclusive jurisdiction, and the parties hereby consent to the exclusive personal jurisdiction and the exclusive venue of such courts, and waive all objections and defenses thereto. Service of process shall be effected by registered mail sent to the notice address provided by Licensee on the ScriptLink™ Pro License Request Page.
13) These Terms and Conditions contain the entire agreement of the parties relating to their subject matter. There are no promises, representations, or undertakings other than as expressly provided herein. Licensor may modify any of these Terms and Conditions, at any time and in its sole discretion, by posting a change notice or new Terms and Conditions on www.iatric.com. These modifications are binding at the time of posting and Licensee acknowledges and agrees that it is solely responsible for reviewing these modifications. If Licensee wishes to opt-out of these changes, it may do so at any time by terminating this Agreement, with respect to itself and all Related Entities, by giving notice to Licensor.
14) Failure of any party to enforce any provision of these Terms and Conditions will not be deemed a waiver of responsibility or obligation to uphold any or all other provisions of these Terms and Conditions. 15) If a court of competent jurisdiction holds that any part of these Terms and Conditions is invalid or is unenforceable, that part will be enforced to the maximum extent permitted by law, and the remainder of these Terms and Conditions will remain in full force.
I have read and agree to the terms of the License Agreement stated above
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