END-USER LICENSE AGREEMENT
for KiyoClear Treatment Management Portal Software:
This End-User License Agreement (“EULA”) is made and entered into between SheepMedical USA Inc., a Delaware Company, (“SheepMedical”) and the individual or entity end-user (“You” or “Your”) who is authorized by SheepMedical to access and use the KiyoClear Treatment Management Portal Software subject to this EULA. YOUR WILLINGNESS TO BE BOUND BY THIS EULA WILL BE SIGNIFIED BY ACCESSING AND/OR USING THE SOFTWARE, so read the terms of this EULA carefully before use.
The KiyoClear Treatment Management Portal Software and the accompanying documentation (collectively, “Software”) are licensed, not sold, to You for use only under the following terms. SheepMedical reserves all rights not expressly granted to You. You assume sole responsibility for the use and results obtained from Your use of the Software.
1. LICENSE. SheepMedical grants to You a non-exclusive, non-transferable, non- sublicensable license to use the Software as made available to through Your web browser (the “License”). Termination of this License for any reason shall not terminate the other terms of this EULA. This License authorizes you to do the following:
(a) Access the Software on one (and only one) computer or electronic device for use and execution on that computer or electronic device at a time; and
(b) Use the Software as provided. The Software is protected by copyright law.
2. TITLE. Title, ownership rights, and intellectual property rights in and to the Software shall remain in SheepMedical and/or its suppliers. You agree to abide by the copyright law and all other applicable laws of the United States including, but not limited to, export control laws.
3. WARRANTY. SHEEPMEDICAL AND ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THIS SOFTWARE OR ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SOFTWARE FOR ANY PURPOSE. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SHEEPMEDICAL OR ITS SUPPLIERS SHALL NOT BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY YOU OR ANY USER OF THE SOFTWARE.
4. LIABILITY. SHEEPMEDICAL AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR (a) INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY SORT, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, EVEN IF SHEEPMEDICAL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR (b) FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
5. HIGH-RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct lift support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High-Risk Activities”). SheepMedical specifically disclaims any express or implied warranty of fitness for High-Risk Activities.
6. TERMINATION. You may terminate this License (but not this EULA) at any time by cease using the Software and so advising SheepMedical. In the event of termination, this EULA will survive. This License is personal to You, and You agree not to attempt to assign Your License or this EULA without SheepMedical’s prior written consent.
7. GOVERNING LAW. This EULA shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods, or any successor thereto, shall not apply to this EULA. Each Party irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the courts of the State of Texas and the courts of the United States located in the Northern District of Texas, for the adjudication of any action, suit or proceeding arising out of or relating to this EULA or the transactions contemplated hereby. In any event, You agree and hereby waive Your right to jury trial as to matters arising out of the terms of this EULA and any matters herein released to the extent permitted by law.
8. CONFIDENTIALITY. You acknowledge that the Software in source code form remains a confidential trade secret of SheepMedical and/or its suppliers and therefore You agree not to modify the Software or attempt to decipher, decompile, disassemble, or reverse engineer the Software, except to the extent applicable laws specifically prohibit such restriction. You agree not to deliver or otherwise make the Software available to anyone other than You or the authorized employees of your company (if You are a business entity) and only for the normal end-uses of the Software. You agree to use Your best efforts to safeguard the Software and to ensure that no unauthorized person gains access to the Software and that no unauthorized copy, publication or decomplication is made of the Software.
9. AVAILABLE ENHANCEMENTS AND MAINTENANCE. SheepMedical will advise you of available enhancements and upgrades to the Software. If you purchase frequently products from SheepMedical, you will be provided with technical support for the Software. Any upgrades or enhancements provided to You as a licensee under this EULA will be treated as part of the Software licensed under this EULA and shall be subject to the terms of this EULA.
10. COPYRIGHT NOTICE AND DISCLAIMER
Copyright Notice: The Software is Copyright ©SHEEPMEDICAL 2022. All Rights Reserved. This License sets forth the entire agreement between You and SheepMedical.
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