2. Permitted License Uses and Restrictions.
A. Subject to the terms and conditions of this License, you are granted a limited, nonexclusive, non refundable license to install and use the PZ CONNECTOR. You may make one copy of the PZ CONNECTOR in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original.
B. You may not and you agree not to, or to enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, create derivative works of the PZ CONNECTOR, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by licensing terms governing use of open-sourced components included with the PZ CONNECTOR). Any attempt to do so is a violation of the rights of Patient News and its licensors of the PZ CONNECTOR.
3. Transfer. You may not rent, lease, lend, redistribute or sublicense the PZ CONNECTOR. You may, however, make a one-time permanent transfer of all of your license rights to the PZ CONNECTOR to another party, provided that: (a) the transfer must include all of the Patient News PZ CONNECTOR software, including all its component parts, original media (if any), printed materials and this License; (b) you do not retain any copies of the PZ CONNECTOR, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the Patient News PZ CONNECTOR software reads and agrees to accept the terms and conditions of this License.
4. Consent to Use of Data.
B. Remote Login Authorization. In connection with its provision of technical support, training and other services, you agree that Patient News may remotely log-in to your computers, devices and systems for purposes of providing the support, training or other services, including, without limitation, technical trouble shooting, answering questions, benchmarking and providing training to the provider or the provider’s personnel. Remote login may be conducted through the use of established, secure, HIPAA-compliant third party entities. You further agree that Patient News may also remotely log-in at any time as necessary or appropriate to maintain the software and keep it functioning effectively.
C. Remote Update Permission. You agree that Patient News may automatically check the version of its software that you are utilizing and may provide updates or upgrades to its software remotely via the Internet. You consent to the receipt of updates or upgrades by means of download to your computers and systems.
D. Permission for Data Gathering. You agree that Patient News is allowed to create an aggregated data set for uses such as industry benchmarking reports. This information is created without revealing specific patient information. Patient News aggregates and uses this data in order to develop industry benchmarks and for other reasons in furtherance of its business and you hereby consent to such practices and Patient News creating a limited data set from your data, provided that information that could be used to identify specific individuals is not revealed.
E. In order for Patient News to gather accurate data, you agree to keep powered on during the services runtimes that you specify, all of your computers on which the PZ CONNECTOR is installed. Additionally, your practice management software must always be accessible by the PZ CONNECTOR. The computer on which the PZ CONNECTOR is installed must always be online. You must also add the PZ CONNECTOR to the “allowed” list of programs so that your firewall and anti-virus software programs do not block the PZ CONNECTOR Software’s run time. It is your responsibility to contact Patient News if you are upgrading or changing your computer systems.
5. Practice Zebra.
A. PZ CONNECTOR enables access to Practice Zebra. You agree that its components, including, but not limited to, software, information, graphics, audio clips, and content, contain proprietary content, information, and material that is owned by Patient News and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or Patient News. No portion of Practice Zebra may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on Practice Zebra, in any manner, and you shall not exploit Practice Zebra in any unauthorized way whatsoever, including but not limited to, using it to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use Practice Zebra in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Patient News is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using Practice Zebra.
B. Patient News reserves the right to change, suspend, remove, or disable access to Practice Zebra at any time without notice. In no event will Patient News be liable for the removal of or disabling of access to Practice Zebra. Patient News may also impose limits on the use of or access to certain services, in any case and without notice or liability.
6. Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from Patient News if you fail to comply with any term(s) of this License. Upon the termination of this License, you must cease all use of the PZ CONNECTOR and destroy all copies, full or partial, of the PZ CONNECTOR. Sections 4, 5, 6, 7, 8, 11 and 12 of this License shall survive any such termination.
7. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE PZ CONNECTOR AND PRACTICE ZEBRA IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE PZ CONNECTOR AND PRACTICE ZEBRA ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PATIENT NEWS AND PATIENT NEWS’S LICENSORS (COLLECTIVELY REFERRED TO AS “PATIENT NEWS” FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PZ CONNECTOR AND PRACTICE ZEBRA, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PATIENT NEWS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PZ CONNECTOR AND PRACTICE ZEBRA, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED BY THE PZ CONNECTOR AND PRACTICE ZEBRA WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PZ CONNECTOR AND PRACTICE ZEBRA WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE PZ CONNECTOR OR PRACTICE ZEBRA WILL BE CORRECTED, OR THAT THE PZ CONNECTOR WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. YOU FURTHER ACKNOWLEDGE THAT THE PZ CONNECTOR AND PRACTICE ZEBRA ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE PZ CONNECTOR OR PRACTICE ZEBRA COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PATIENT NEWS OR A PATIENT NEWS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE PATIENT NEWS SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
8. Limitation of Liability. IN NO EVENT SHALL PATIENT NEWS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF TIME, LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, LOSS OR REVENUE, LOSS OF PATIENTS, DECREASE IN PROFITABILITY, LOSS OF THE USE OF SOFTWARE OR SERVICES, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PZ CONNECTOR OR PRACTICE ZEBRA OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE PATIENT NEWS SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) AND EVEN IF PATIENT NEWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PATIENT NEWS’S MAXIMUM LIABILITY FOR DAMAGES UNDER THIS LICENSE IS LIMITED TO THE AMOUNTS PAID TO PATIENT NEWS IN THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE LIABILITY.
The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.
9. Export Control. You may not use or otherwise export or re-export the PZ CONNECTOR except as authorized by United States law and the laws of the jurisdiction in which the Patient News Software was obtained. In particular, but without limitation, the PZ CONNECTOR 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 PZ CONNECTOR, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the PZ CONNECTOR 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.
10. Government End Users. The PZ CONNECTOR 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 reserved under the copyright laws of the United States.
11. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law principles. This License 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 License shall continue in full force and effect.
12. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the PZ CONNECTOR and Practice Zebra licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Patient News.