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THIS LICENSE AGREEMENT ("Agreement") is made and effective as of the date noted below by and between MATH RESOLUTIONS, LLC, a Maryland limited liability company with a present mailing address of 5975 Gales Lane, Columbia, Maryland 21045 ("Company"), and the Customer identified below ("Customer") (Company and Customer hereinafter collectively called the "Parties" and individually called a "Party"). The Parties hereby agree that the following terms and conditions will apply to any order made by Customer for any customized software developed and distributed by Company (the "Software").
1. CUSTOMER'S COVENANTS. Customer agrees with respect to any and all Software, to accept without limitation or condition all responsibility for: (a) selecting the Software to achieve the Customer's intended results; (b) installing and integrating the Software into Customer's facility; (c) for Customer's proper or improper use of the Software; and (d) any and all results obtained from any such use. Customer agrees to check and verify all results before applying them to any patient. Customer agrees to read and be responsible and familiar with all Software documentation provided by the Company and any articles published and authored by the Company or others as referenced in the related documentation that describe functions of the Software programs or algorithms and methods employed by the Software. Customer also has the responsibility for the selection and use of, and the results obtained from, any other program or programming equipment, or services used in connection with any Software.
2. LIMITED WARRANTIES. Each Software program is warranted to conform to any Program Specifications and Terms provided by Company to Customer, when such Software is shipped to Customer and for a period of one (1) year thereafter, to the extent the Software is properly used for the duration of such period. Company does not warrant that the functions contained in a program will meet all the Customer's intended requirements except as stated in the Program Specifications, or will operate in the combinations which might be selected for use by the Customer, or that the operation of the program will be uninterrupted or error free or that all program defects will be corrected. If a program does not conform to its Program Specifications and it is shown that a problem is caused by a defect in the program, the Company will respond to such defect in the current unaltered release of the program by correcting such defect in any manner it considers desirable or by replacing the program. These services will be limited to two years from date of delivery of the program to the Customer.
3. LIMITATION OF LIABILITY. In no event shall Company be liable for any damages whatsoever, including, without limitation, damages for loss of business profits, business interruption, or other pecuniary loss, arising out of the use of or inability to use the Software or any portion thereof. Customer agrees to indemnify and hold harmless the Company from and against any claims that arise or result from the use of the Software. Company's entire liability and Customer's exclusive remedy shall be limited to return to Customer of the price paid for the Software in question, to the extent the same is returned to Company within two (2) years after the date of purchase, provided the failure of the Software is not due to accident, abuse, or misapplication by Customer. THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. CONFIDENTIAL INFORMATION. Customer further agrees and covenants to keep confidential and otherwise restrict access to the Software, related documentation and listings, and any other proprietary information and property related thereto and will not disclose same, except in confidence to its own personnel, and further, Customer agrees not to provide or otherwise make available any Software or Software documentation to any person other than its own personnel, except with the prior written consent of a duly authorized representative of Company. Customer's obligations hereunder shall extend to any employees, contractors, agents and/or representatives of Customer, and Customer agrees to enforce this Agreement by making all such persons having access to this information aware of the Agreement and by holding all such employees liable to the Customer and to the Company for all unauthorized disclosures, whether or not such person remains affiliated with Customer. If any such person refuses to accept the terms of this Agreement, it will be the responsibility of the Customer to assure that such person does not gain access to the Software or any related documentation or information provided by Company hereunder.
5. ASSIGNMENT. This Agreement is not assignable by Customer. Neither the Software nor any copy or version thereof (or any portion of such Software) may be sublicensed, assigned or transferred by Customer without the prior written consent of the Company. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this Agreement is void and shall constitute a material breach hereof..
6. AUTHORIZED USE. Under this Agreement, Customer is authorized to use the Software in machine readable form on any designated machines in Customer's facility and in conjunction therewith to store the same in, transmit them through or display them on units associated with such designated computers; to utilize such materials in printed form in support of the use of the Software; and to copy the same in machine- readable form into any computer readable or printed form to provide sufficient copies to support the Customer's use of the Software as authorized under this Agreement. No right to use, print, copy or display the Software and related materials, in whole or in part, is granted hereby except as expressly provided in this Agreement.
7. TERM. Setting the date back on a computer to enable the running of a program furnished by the Company with an expired license shall be considered a breach of this Agreement. Software sold or leased for a specific time period shall only be for that time period.
8. INTELLECTUAL PROPERTY. Customer hereby acknowledges and agrees it has no title to or ownership interest in any intellectual property associated with the Software and all versions or copies thereof including, without limitation, any trademarks, copyrights, trade secrets and/or patents, whether or not registered. To the extent Customer or its employees, contactors, agents or representatives develop any modified versions of the Software, all intellectual property associated with any such modified version shall belong to Company, and Customer shall sign any documents needed to evidence the same. Customer hereby agrees to indemnify Company for any infringement of Company's intellectual property associated with the Software, to the extent such infringement is the result if any intentional conduct or negligent act of Customer or one of its employees, contractors, agents, representatives, successors or assigns.
9. MISCELLANEOUS. Company is not responsible for failure to fulfill its obligations under this Agreement due to causes beyond its control including, without limitation, Acts of God, work stoppages, power failures, terrorist acts and boycotts. No action, regardless of form, arising out of this Agreement may be brought by either Party more than two years after the cause of action has arisen. This Agreement shall be governed by the laws of the State of Maryland. Customer will not use the MillComp program to provide a compensator service to other institutions without written permission from Company.
CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERCEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
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Math Resolutions, LLC