Truven Health Analytics Inc., a Delaware corporation, (“Truven Health”) requires agreement to these terms and conditions for use of its CareNotes® product (the “Product”). Customer is being provided access to the Product by Emmi Solutions as an authorized distributor of the Product pursuant to Truven Health’s agreement with Emmi Solutions (the “Emmi Agreement”). IF CUSTOMER DOES NOT AGREE TO THESE TERMS AND CONDITIONS OR CUSTOMER BREACHES THESE TERMS AND CONDITIONS, CUSTOMER MAY NOT USE THE PRODUCT (AS INCORPORATED IN THE INTEGRATED PACKAGE) AND EMMI SOLUTIONS MAY REVOKE ACCESS TO THE DEMO SITE.
- If Customer decides to subscribe, an agreement will be executed between Emmi Solutions and the Customer as soon thereafter as possible. This Agreement will continue in full force and effect until the Emmi Solutions agreement is executed by both parties.
- Emmi Solutions hereby grants to Customer a nonexclusive, limited license to access and use the Products solely for the purpose of demonstrating or testing the Integrated Package for possible subscription thereto. Customer may not make use of the Products or content contained in the Products for any other purpose.
- The Products may only be used by Customer’s employees, students, contractors, and/or physicians having privileges at Customer’s location and at its Facilities (if any), who are trained or training in the fields for which the Products are being utilized (“Authorized Personnel”), and solely for the purposes set forth under section 2, above.
- Customer may not, without limitation: (i) copy, download, upload or in any other way reproduce the Products in any form; (ii) sell, distribute, sublicense, provide access to, or transfer the Products, in whole or part, to a third party (including, without limitation, by facsimile), (iii) create compilations or derivative works of the Products; (iv) use the Products for the benefit of a third party or give any third party beneficial use of the Products, including, without limitation, any parent or subsidiary, without the express written consent of Emmi Solutions; (vi) reverse engineer, decompile or disassemble any part of the Products; or (vii) modify or remove any proprietary markings or restrictive legends placed on the Products.
- Customer acknowledges and agrees that title to the Product and all proprietary rights embodied therein shall remain in and be the sole and exclusive property of Truven Health and/or its licensors. Customer shall not alter, change or remove any attributions or disclaimer notices contained in the Products or the Integrated Package
- The Product (as incorporated into the Integrated Package or otherwise) is provided on an “AS-IS” basis and Emmi Solutions, Truven Health, and its suppliers disclaim all warranties, express or implied, statutory, or otherwise, including, without limitation, any implied warranties of merchantability, non-infringement or fitness for a particular purpose. In no event shall Emmi Solutions, Truven Health or its suppliers be liable for any indirect, incidental, consequential, special, punitive or exemplary damages. The entire, cumulative liability of Truven Health and/or its suppliers for damages under any theory arising out of this Agreement is limited to the fees paid by Customer for the Product.
- This Agreement, and any properly executed Addenda, constitutes the entire understanding between the parties hereto with respect to the subject matter hereof.
- This Agreement shall be construed and the rights and liabilities of the parties determined in accordance with the laws of the State of Colorado, without giving effect to any body of law or precedent relating to conflicts of laws.
- The terms and conditions of this Agreement and any Addendum will survive the expiration or other termination to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the party in whose favor they operate.
- In the event that any provision of this Agreement is adjudged by a court to be invalid, void or unenforceable, the remainder of this Agreement shall remain valid and enforceable according to its terms.
- The failure of either party to give notice of nonperformance, breach or termination, or to otherwise enforce any rights hereunder, shall not constitute a waiver of any terms or conditions of this Agreement.