End User License Agreement (EULA)

2010-02-22


Table of Contents

LICENSE AGREEMENT
1.0 GRANT
2.0 RESTRICTIONS
3.0 SUPPORT AND UPGRADES
4.0 INDEMNITY
5.0 WARRANTY AND DISCLAIMER
6.0 LIMITATION OF LIABILITY
7.0 TERMINATION
8.0 EXPORT CONTROLS
9.0 MISCELLANEOUS

LICENSE AGREEMENT

BY CONTINUING THIS INSTALLATION, YOU AND THE COMPANY OR ENTITY THAT YOU REPRESENT ('YOU') ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT ('AGREEMENT'). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE 'EXIT' BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1.0 GRANT

Subject to the terms of this Agreement, Health Level Seven International ('Company') hereby grants You a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to use the software and data bases that You are about to install ('Software') only in Your organization, only for activities that support the development of standards by Health Level Seven International and its affiliates or the implementation of those standards, and only in accordance with any documentation that accompanies it. For any uses not covered here, a different license agreement must be executed.

2.0 RESTRICTIONS

As between the parties, title, ownership rights, and intellectual property rights in and to the Software, and any copies or portions thereof, shall remain in Company and its suppliers or licensors. You understand that Company may modify or discontinue offering the Software at any time. The Software is protected by the copyright laws of the United States and international copyright treaties. This Agreement does not give You any rights not expressly granted herein.

3.0 SUPPORT AND UPGRADES

This Agreement does not entitle You to any support, upgrades, patches, enhancements, or fixes for the Software (collectively, 'Support'). Any such Support for the Software that may be made available by Company shall become part of the Software and subject to this Agreement.

4.0 INDEMNITY

You agree that Company shall have no liability whatsoever for any use You make of the Software. You hereby agree to indemnify and hold harmless Company from any and all damages, liability, costs, and expenses (including attorney's fees) arising from claims related to Your use, and Your customers' use, of the Software.

5.0 WARRANTY AND DISCLAIMER

COMPANY PROVIDES THE SOFTWARE 'AS IS' AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

6.0 LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL COMPANY OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE.

7.0 TERMINATION

You may terminate this Agreement and the license granted herein at any time by destroying or removing from all hard drives, networks, and other storage media all copies of the Software. Company may terminate this Agreement and the license granted herein immediately if You breach any provision of this Agreement. Upon receiving notice of termination from Company You agree to destroy or remove from such storage media all copies of the Software. Sections 2 and 4 through 9 shall survive termination of this Agreement.

8.0 EXPORT CONTROLS

You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ('OFAC'), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations. By downloading or using the Software, You are agreeing to the foregoing and You are representing and warranting that You are not located in, under the control of, or a national or resident of any restricted country or on any such list.

9.0 MISCELLANEOUS

This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under Michigan law as such law applies to agreements between Michigan residents entered into and to be performed within Michigan.