IMPORTANT: THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND DOCACQUIRE LTD. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLING THE SOFTWARE OR USING THE SOFTWARE AS A SERVICE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT INSTALL OR USE THE SOFTWARE.
If this copy of the Software is an upgrade from an earlier version of the Software (the “Upgraded Software”), it is provided to you on a license exchange basis. You agree that your installation and use of the Upgraded Software constitute a voluntary termination of your earlier EULA with respect to such earlier version and your agreement to be bound by the terms of this EULA. You also agree you will not continue to use the earlier version of the Software or transfer it to another person or entity unless such transfer is made in accordance with the terms of Section 3(k) of this EULA.
If this copy of the Software is licensed as part of a suite of DocAcquire software products, and you have a prior license to the same version, and the suite is licensed to you with a discount based, in whole or in part, on your prior license to the same version, the Software is provided to you on a license exchange basis. You agree that your installation and use of this copy of the Software constitute a voluntary termination of your earlier EULA with respect to such prior license and your agreement to be bound by the terms of this EULA. You also agree you will not continue to install or use such prior license of the Software or transfer it to another person or entity.
The Software is licensed not sold, and DocAcquire and its licensors reserve all rights not expressly granted to you in this EULA. The foregoing license gives you limited license to use the Software.DocAcquire and its licensors own all right, title and interest, including all copyright and other worldwide intellectual property rights, in and to the Software (as an independent work and as an underlying work serving as a basis for any application you may develop) and all copies of thereof. All rights not specifically granted to you in this EULA, including federal and international copyrights, are reserved by DocAcquire and its licensors. This EULA does not grant you any rights to any trademarks or service marks of DocAcquire or its licensors. The Software is protected by copyright, trade secret and other intellectual property laws.
All fees and charges for the Software and any related services and content exclude all applicable sales, use and other taxes, and you will be responsible for payment of all such taxes (other than taxes based on DocAcquire’s income), and any related penalties and interest, arising from the payment of such fees or the delivery or license of the Software to you. You agree to make all payments of amounts due for the Software and any related services and content to DocAcquire free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of any fees and charges to DocAcquire are your sole responsibility.
If you send, transmit or communicate any comments, questions, suggestions, information or materials to DocAcquire, whether by letter, email, telephone, online contact form or otherwise (collectively, the “Suggestions”), recommending changes or improvements to the Software, including, without limitation, new designs, features, functionality, products and/or services, all the Suggestions are, and will be treated as, non-confidential and non-proprietary. You hereby assign to DocAcquire all right, title and interest in and to: (a) the Suggestions, whichDocAcquire shall be free to use, without any attribution or compensation to you or any third party, and (b) any ideas, know-how, concepts, techniques or other intellectual property and proprietary rights contained in the Suggestions, whether or not patentable or fixed in a tangible medium, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Suggestions. You understand and agree that DocAcquire shall not obligated to use any Suggestions, and you have no right to compel such use and no right to compensation for any such use.
IF YOU INTEND TO USE THE SOFTWARE AND ANY RELATED SERVICES AND CONTENT IN CONJUNCTION WITH THE MEDICAL OR HEALTH INFORMATION OF INDIVIDUALS, YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND ANY RELATED SERVICES AND CONTENT ARE NOT “HIPAA-READY” OR “HIPAA-COMPLIANT” AND DOCACQUIRE WILL NOT ASSIST WITH OR ENSURE COMPLIANCE WITH HIPAA, AND THAT YOU ARE SOLELY RESPONSIBLE FOR USING THE SOFTWARE AND ANY RELATED SERVICES AND CONTENT IN A MANNER CONSISTENT WITH ALL APPLICABLE FEDERAL AND STATE PRIVACY LAWS RELATING TO MEDICAL OR HEALTH INFORMATION.
10. LIMITED WARRANTY AND DISCLAIMER
EXCEPT WITH RESPECT TO THE TRIAL VERSION AND NOT FOR RESALE VERSION OF THE SOFTWARE, DOCACQUIRE WARRANTS THAT, FOR A PERIOD OF THIRTY (30) DAYS FROM THE DATE OF PURCHASE (AS EVIDENCED BY A COPY OF YOUR RECEIPT): (1) WHEN USED WITH A RECOMMENDED HARDWARE CONFIGURATION, THE SOFTWARE WILL PERFORM IN SUBSTANTIAL CONFORMANCE WITH THE DOCUMENTATION SUPPLIED WITH THE SOFTWARE, AND (2) IF APPLICABLE, THE PHYSICAL MEDIA ON WHICH THE SOFTWARE IS FURNISHED WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE.
IF THE SOFTWARE DOES NOT SATISFY THE FOREGOING WARRANTY, YOU MUST RETURN THE SOFTWARE TO THE PLACE YOU ACQUIRED IT, WITH A COPY OF YOUR RECEIPT AND A WRITTEN DESCRIPTION OF THE PROBLEM. PROVIDED THAT ANY NON-COMPLIANCE WITH THE WARRANTY IS REPORTED IN WRITING TO DOCACQUIRE NO MORE THAN THIRTY (30) DAYS FOLLOWING THE DATE OF YOUR PURCHASE, DOCACQUIRE SOFTWARE’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS EULA SHALL BE, AT DOCACQUIRE ’S OPTION, TO (1) SUPPLY YOU WITH A REPLACEMENT COPY OF THE SOFTWARE THAT SUBSTANTIALLY CONFORMS TO THE DOCUMENTATION SUPPLIED WITH THE SOFTWARE, (2) PROVIDE A REPLACEMENT FOR DEFECTIVE MEDIA, IF APPLICABLE, OR (3) REFUND TO YOU YOUR PURCHASE PRICE FOR THE SOFTWARE. THE THIRTY (30)-DAY PERIOD TO REPORT ANY PROBLEMS WITH THE SOFTWARE WILL NOT BE EXTENDED FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, FAILURE TO TIMELY INSTALL, INSPECT, REVIEW AND REPORT THE SOFTWARE WITHIN THIRTY (30) DAYS OF YOUR PURCHASE OF THE SOFTWARE. DOCACQUIRE SHALL HAVE NO RESPONSIBILITY OR LIABILITY IF THE SOFTWARE (OR MEDIA, IF APPLICABLE) HAS BEEN ALTERED IN ANY WAY OR DAMAGED BY MISUSE, ACCIDENT, ABUSE, MODIFICATION OR MISAPPLICATION, OR IF THE FAILURE ARISES OUT OF USE OF THE SOFTWARE WITH OTHER THAN A RECOMMENDED HARDWARE CONFIGURATION. ANY SUCH ALTERATION, MISUSE, ACCIDENT, ABUSE, MODIFICATION OR MISAPPLICATION OF THE SOFTWARE OR MEDIA OR FAILURE TO USE THE SOFTWARE WITH A RECOMMENDED HARDWARE CONFIGURATION WILL VOID THE WARRANTY ABOVE.
DOCACQUIRE PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE TRIAL VERSION AND NOT FOR RESALE VERSION OF THE SOFTWARE. THE TRIAL VERSION AND NOT FOR RESALE VERSION OF THE SOFTWARE ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.
EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY WITH RESPECT TO SOFTWARE OTHER THAN THE TRIAL VERSION AND NOT FOR RESALE VERSION, DOCACQUIRE AND ITS AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, A COURSE OF DEALING, USAGE OR TRADE PRACTICE, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. DOCACQUIRE AND ITS SUPPLIERS DO NOT WARRANT OR REPRESENT THAT THE SOFTWARE IS SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OTHER PROGRAM LIMITATIONS, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL AND LIFE SUPPORT OR WEAPONS SYSTEMS. DOCACQUIRE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF PURCHASE.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DOCACQUIRE, ITS DEALERS, DISTRIBUTORS, AGENTS, REPRESENTATIVES OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
FOR U.S. CUSTOMERS ONLY: SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
THE SOFTWARE AND ANY RELATED SERVICES AND CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE EXPRESS UNDERSTANDING THAT DOCACQUIRE AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE OR SERVICES. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. DOCACQUIRE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY, REGULATORY OR OTHER LEGAL OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS, RULES OR REGULATIONS, INCLUDING BUT NOT LIMITED TO, THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002 OR OTHER FEDERAL OR STATE LAWS, RULES OR REGULATIONS.
Your rights under this EULA may be terminated or suspended by DocAcquire immediately and without notice if (a) you fail to make any payment due for the Software (or your subscription for the Software) and any related services or content, (b) you fail to comply with any term or condition of this EULA, or (c) you no longer consent to receive electronic communications. Additionally, DocAcquire reserves the right (but has no obligation) to delete all your information and account data stored on DocAcquire Software’s servers if your subscription has been terminated or if you have not renewed a subscription for the Software. Upon termination or expiration of your subscription or this EULA for any reason, all of your rights under this EULA shall terminate and you must immediately cease using the Software and delete or destroy all copies of the Software and all documents, notes and other materials related thereto in your possession. Any termination or expiration of this EULA shall not affect DocAcquire Software’s rights hereunder and shall not relieve you of your obligations to make all accrued payments through the date of termination or relieve you from any liability on account of a breach of this EULA arising prior to or following the effective date of termination or expiration. Further, you agree that upon termination or expiration of the EULA, DocAcquire shall not be liable to you or any third party for any termination of your access to the Software or deletion of your information and account data.
You agree to indemnify and hold DocAcquire and its Suppliers harmless, and at DocAcquire Software’s option defend DocAcquire and its Suppliers, from and against any and all third-party claims, losses, liabilities, damages, lawsuits, proceedings, costs and expenses (including without limitation attorneys’ fees and costs) (collectively, “Claims”) arising out of or relating to your and/or your authorised subscribers’ or users’ (a) use of the Software and any related services and content or (b) breach or violation of this EULA, state or federal laws, rules or regulations, or any third party’s rights, including but not limited to, infringement of any copyright, violation of any proprietary rights or invasion of any privacy rights. If you are obligated to indemnify DocAcquire and/or any of its Suppliers, DocAcquire may, in its sole and absolute discretion, control the defense and disposition (including its possible settlement) of any Claim at your sole cost and expense. Without limitation of the foregoing, you will not settle, compromise or in any other manner dispose of any Claim without the written consent of DocAcquire. Your obligations under this Section will survive the termination or expiration of this EULA.
This EULA shall be governed by the english laws of the United Kingdom as applied to agreements entered into and to be performed entirely within the United Kingdom, without giving effect to its conflict of laws principles or, to the extent (if any) that federal law prevails, shall apply english law of the United Kingdom, irrespective of any conflict of law principles. Subject to the arbitration provisions above, any action or proceeding arising out of or relating to this EULA or any other DocAcquire Transactions or Relationships must be brought exclusively in the english or state courts located in Surrey County, England, United Kingdom, and you irrevocably consent to the personal jurisdiction of such courts and agree that it is a convenient forum and that you will not seek to transfer such action or proceeding to any other forum or jurisdiction, under the doctrine of forum non conveniens or otherwise, and you agree to waive any bond, surety or other security that might be required of any other party with respect thereto. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
All questions concerning this EULA shall be directed to: DocAcquire Ltd, Dorset House Regent Park, Kingston Road, Leatherhead, Surrey, KT22 7PL, United Kingdom.
Last Updated: 11/09/2019