INTLOCK END USER LICENSE AGREEMENT
This End-User License Agreement (the “License Agreement”), is made by and between Intlock Ltd. (“Intlock”), and the Customer (“Customer”), dated as of the date of Customer download and/or install of CardioLog Analytics Software (“Software”), whereas, Intlock is the manufacturer of the Software.
LICENSE GRANT – Intlock and its suppliers grant to Customer a nonexclusive and nontransferable license to use the Software in object code form solely on a single central production server, owned or leased by Customer. Intlock also grants a license to use Software on testing, development and staging servers owned or leased by Customer or otherwise embedded in equipment provided by Intlock. Customer grants to Intlock or its independent auditors the right to examine its books, records, accounts and IT systems during Customer’s normal business hours to verify Customer’s compliance with the above provisions. In the event such audit discloses that the Permitted Number of Computers is exceeded, Customer shall promptly pay to Intlock the appropriate license fee for the additional computers or users. At Intlock’s option, Intlock may terminate this license for failure to pay the required license fee. Prior to any audit, Customer will receive at least five (5) business days advance notice before having to makes premises/records available to Intlock auditor.
MULTIPLE-USERS LICENSE GRANT – Intlock and its suppliers grant to Customer a nonexclusive and nontransferable license to use the Software in object code form: (i) installed in a single location on a hard disk or other storage device of up to the number of computers owned or leased by Customer for which Customer has paid a license fee (“Permitted Number of Computers”); or (ii) provided the Software is configured for network use, installed on a single file server for use on a single local area network for either (but not both) of the following purposes: (a) permanent installation onto a hard disk or other storage device of up to the Permitted Number of Computers; or (b) use of the Software over such network, provided the number of computers connected to the server does not exceed the Permitted Number of Computers. Customer may only use the programs contained in the Software (i) for which Customer has paid a license fee (or in the case of an evaluation copy, those programs Customer is authorized to evaluate) and (ii) for which Customer has received a product authorization key (PAK). Customer grants to Intlock or its independent auditors the right to examine its books, records, accounts and IT systems during Customer’s normal business hours to verify Customer’s compliance with the above provisions. In the event such audit discloses that the Permitted Number of Computers is exceeded, Customer shall promptly pay to Intlock the appropriate license fee for the additional computers or users. At Intlock’s option, Intlock may terminate this license for failure to pay the required license fee. Prior to any audit, Customer will receive at least five (5) business days advance notice before having to makes premises/records available to Intlock auditor.
RIGHT TO COPY – Customer may make one (1) archival copy of the Software, provided that Customer affixes to such copy all copyright, confidentiality, and proprietary notices that appear on the original. EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, CUSTOMER SHALL NOT: COPY, IN WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION; MODIFY THE SOFTWARE; REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE.
COPYRIGHT AND TRADE SECRETS – Customer agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Intlock. Customer agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Intlock. Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to the Software and documentation shall remain solely with Intlock.
CONFIDENTIALITY – Any technical and non-technical information disclosed in any form, whether digital, oral, visual, or fixed, made directly or indirectly by the Intlock to the Customer which may be exchanged or disclosed in connection to the Software and services, which may include without limitation: (a) unpublished patent applications, (b) trade secrets, and (c) proprietary and confidential information, ideas, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans (“Confidential Information”), shall be held by the Customer on a strictly confidential basis. Customer agrees to use the Confidential Information only for the purpose described in the license grant under this License Agreement and for no other purpose whatsoever without the prior written consent of Intlock. Customer shall promptly notify Intlock upon discovery of any loss or unauthorized disclosure of the Confidential Information of Intlock.
LIMITED WARRANTY – Intlock warrants that for a period of thirty (30) days from the date of shipment from Intlock or download by Customer: (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software substantially conforms to its published specifications. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to Customer as the original licensee. Customer’s exclusive remedy and the entire liability of Intlock and its suppliers under this limited warranty will be, at Intlock or its service center’s option, repair or replacement the Software if reported (and/or, upon Intlock’s request, Software returned) to Intlock. In no event does Intlock warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions.
This limited warranty does not apply if the software (a) has been altered, except by Intlock, (b) has not been installed, operated, repaired, or maintained by Intlock or in accordance with instructions supplied by Intlock, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in ultra-hazardous activities. DISCLAIMER. EXCEPT AS SPECIFIED IN THE ABOVE WARRANTIES, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
IN NO EVENT WILL INTLOCK OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE AND DOCUMENTATION EVEN IF INTLOCK OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES SHALL INTLOCK BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECT, DIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, INTERRUPTION OF BUSINESS, OR RELATED EXPENSES WHICH MAY ARISE FROM USE OF SOFTWARE OR DOCUMENTATION, INCLUDING BUT NOT LIMITED TO THOSE RESULTING FROM DEFECTS IN SOFTWARE AND/OR DOCUMENTATION, OR LOSS OR INACCURACY OF DATA OF ANY KIND.
In no event shall Intlock’s or its suppliers’ liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer in the twelve (12) months before the event giving rise to the applicable claim arose. The above limited warranty DOES NOT apply to any free software, any trial software, any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which Intlock does not receive a license fee. All such software products are provided AS IS WITHOUT ANY WARRANTY WHATSOEVER.
INTELLECTUAL PROPERTY – All Software intellectual property rights, including but not limited to copyrights, trade secrets, know-how, patents, trademarks, service marks, word marks and design rights, documentation whether registered or conferred by law belong solely to Intlock.
SPECIFICATION CHANGES. Intlock reserves the right to change the product specifications and/or service (or any part thereof), either temporarily or permanently, at any time and from time to time.
TERMINATION -The license granted under this License Agreement is effective until terminated by either party. Customer may terminate this License Agreement at any time by destroying all copies of Software including any documentation. NO REFUND WHATSOEVER WILL BE PROVIDED TO CUSTOMER UPON LICENSE TERMINATION. This License will terminate immediately without notice from Intlock if Customer fails to comply with any provision of this License Agreement. Upon termination, Customer must destroy all copies of Software. Manufacturer is Intlock Ltd.