End User License Agreement
LW Consulting, Inc.
END USER LICENSE AGREEMENT FOR ChartVerify® SOFTWARE
PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE USING THE ChartVerify® SOFTWARE. THIS EULA IS A LEGAL AGREEMENT BETWEEN USER AND LW CONSULING, INC. BY INSTALLING, COPYING OR OTHERWISE USING THE ChartVerify® SOFTWARE, USER IS AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF USER DOES NOT AGREE TO THE TERMS OF THIS EULA, DO NOT USE THE SOFTWARE. CLICK "AGREE/ACCEPT" TO USE THE ChartVerify® SOFTWARE, OR CLICK "DISAGREE/DECLINE" AND USER WILL NOT BE GRANTED ACCESS TO THE ChartVerify ® SOFTWARE.
1. General. The web-based non-downloadable software, its source code, and any documentation accompanying the software, whether online, on disk, in read only memory, on any other media or in any other form (collectively the " ChartVerify® Software") are licensed, not sold, to LICENSEE by LW Consulting, Inc. ("LWCI") for use, access and display only under the terms of this EULA, and LWCI reserves all rights not expressly granted to LICENSEE or USER. The rights granted to USER herein are limited to the non-exclusive right to use, access and display the ChartVerify® Software and do not include any intellectual property rights including but not limited to any applicable patents, trademarks or copyrights. USER or LICENSEE owns the media on which the ChartVerify® Software is used, accessed and displayed but LWCI retains ownership of the ChartVerify® Software itself. The terms of this EULA will govern any software upgrades provided by LWCI that replace and/or supplement the original ChartVerify® Software product, unless such upgrade is accompanied by a separate EULA in which case the terms of that EULA will govern.
2. Permitted License Uses and Restrictions. This EULA allows USER to use, access, and display the ChartVerify® Software. The ChartVerify® Software may be used to reproduce or print materials, including but not limited to instructions, forms, manuals, and customer data so long as such reproduction, copying and printing is limited to reproduction of non-copyrighted materials, materials in which USER OR LICENSEE own the copyright, or materials USER is authorized or legally permitted to reproduce. Because the ChartVerify® Software is web-based non-downloadable software, USER may not make any copies of the ChartVerify® Software even for backup purposes. Except as and only to the extent expressly permitted in this EULA or by applicable law, USER may not and will not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the ChartVerify® Software or any part thereof.
3. Other Services. Use of the ChartVerify® Software requires Internet access and may require use of IT Supportive Services, hereafter referred to Services, that necessitate the acceptance of additional terms of service which will be presented to LICENSEE before USER can use such Services.
USER agrees that USER will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that LWCI is not in any way responsible for any such use by USER.
USER agrees that the Services may contain proprietary information and material that is owned by LWCI and/or its licensors and is protected by applicable intellectual property and other laws, including but not limited to copyright laws, and that USER will not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. USER agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
4. Term and Termination. This EULA becomes effective upon acceptance, or use, access, or display of the ChartVerify® Software. This EULA is effective for a period of one (1) year and will renew automatically in subsequent one (1) year terms unless cancelled by either party. USER’S rights under this EULA will terminate automatically without notice from LWCI if USER fails to comply with any term(s) of this EULA. Upon the termination of this EULA, USER shall immediately cease all use of the ChartVerify® Software.
5. Disclaimer of Warranties. USER EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ChartVerify® SOFTWARE AND SERVICES (AS DEFINED ABOVE) IS AT USER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH USER. THE ChartVerify® SOFTWARE AND SERVICES ARE PROVIDED "AS IS", WITH ALL FAULTS OR DEFICIENCIESS OF ANY KIND, REAL OR PERECEIVED, AND WITHOUT WARRANTY OF ANY KIND, AND LWCI AND ITS LICENSORS (COLLECTIVELY REFERRED TO AS "LWCI" FOR THE PURPOSES OF SECTIONS 9 AND 10 OF THIS EULA) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ChartVerify® SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. LWCI DOES NOT WARRANT AGAINST INTERFERENCE WITH USER’S ENJOYMENT OF THE ChartVerify® SOFTWARE OR SERVICES, THAT THE FUNCTIONS CONTAINED IN THE ChartVerify® SOFTWARE OR SERVICES WILL MEET USER’S REQUIREMENTS, THAT THE OPERATION OF THE ChartVerify® SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ChartVerify® SOFTWARE OR SERVICES WILL BE CORRECTED OR IMPROVED IN ANY WAY NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LWCI OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. LWCI FURTHER DOES NOT WARRANT AGAINST AN AUDIT BY APPLICABLE AUTHORITY OR WARRANT THAT USER WILL COMPLY (FULLY OR PARTIALLY) WITH ANY APPLICABLE LAWS, STATUTES, RULES OR REQUIREMENTS BY USING THE ChartVerify® SOFTWARE.
6. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LWCI BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO USER’S USE OR INABILITY TO USE THE ChartVerify® SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LWCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Export Control. USER may not use or otherwise export or reexport the ChartVerify® Software except as authorized by United States law and the laws of the jurisdiction in which the ChartVerify® Software was obtained. In particular, but without limitation, the ChartVerify® Software may not be exported or re-exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the ChartVerify® Software, USER represents and warrants that USER is not located in any such country or on any such list. USER also agree that USER will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.
8. Government End Users. The ChartVerify® Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved to LWCI under the copyright laws of the United States.
9 Controlling Law and Severability. This EULA will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, as applied to agreements entered into and to be performed entirely within Pennsylvania between Pennsylvania residents. Parties agree to venue in Dauphin County, Pennsylvania for all disputes arising out of this EULA. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this EULA shall continue in full force and effect.
10. Complete Agreement; Governing Language. This EULA constitutes the entire agreement between the parties with respect to the use of the ChartVerify® Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this EULA will be binding unless in writing and signed by LWCI. Any translation of this EULA is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this EULA shall govern.