Terms and conditions
LICENSOR (MARAND) IS WILLING TO LICENSE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. READ THE TERMS AND CONDITIONS OF THIS LICENSE CAREFULLY BEFORE GENERATING THE LICENSE KEY. BY GENERATING THE LICENSE KEY, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, YOU SHALL NOT BE PERMITTED TO USE THE SOFTWARE.
- “You” and “your” refers to the individual or entity that has agreed on terms of this agreement (“agreement”) and ordered Marand software and/or services from Marand d. d. Slovenia (“Marand”) or any other Marand’s authorized distributor/re-seller. The term “software” refers to the software products owned or distributed by Marand which you have ordered, program documentation, and any program updates acquired through technical support. The term “services” refers to technical support, education, outsourcing, consulting or other services which you have ordered.
- License to Use. You are granted a non-exclusive and non-transferable license (‘License”) for the use of the accompanying binary software in machine-readable form, together with accompanying documentation (“Software”), by the number of purchased EHRIDs. You have the limited right to use the programs and receive any services you ordered solely for your internal business operations and subject to the terms of this agreement, including the definitions and rules set forth in the order and the program documentation. You have also the limited right to, subject to the terms and conditions set forth in this agreement, provide Services to your customers. In connection with the Service and without having to obtain the Marand’s permission in each case, Marand grants you the right to grant your customers right to access and use the Software in connection with the Service and according to the terms and conditions set out in this agreement. “Service” means software as a service provided by you to your customers and includes customer’s access and use of the Software as defined in this agreement. The agreement between You and the customer covering the customer’s use of the Service and customer’s right to access and use the Software in connection with the Service shall include the following terms and conditions: Your customer is not granted any rights to patents, copyrights, trade secrets, trademarks, or any other rights, except those provided under this agreement, with respect to the Service.
- You may allow your agents and contractors to use the Software programs for the purposes set out in section 2 and you are responsible for their compliance with this agreement in such use.
- License to Develop. This License authorizes you to develop software programs utilizing the Software. However, in the event that you desire to develop software programs which incorporate portions of Software (‘Developed Programs”), the following provisions apply, to the extent applicable: Developed Programs are to have an application programming interface that is the same as Software’ fonts within Software are to remain associated with their toolkit or server; and you agree to Indemnify, hold harmless and defend from and against any claims or suits, including attorneys’ fees, which arise or result from distribution or use of Developed Programs to the extent such claims or suits arise from the development performed by you.
- Restrictions. Software is copyrighted and title to all copies is retained by Licensor. You shall not make copies of Software, but you may, for your’s internal use only, print the number of copies of on-line documentation for which the applicable fee has been paid, in which event all proprietary rights notices on Software shall be reproduced and applied. Except as specifically authorized in Paragraph 2 above you shall not modify, decompile, disassemble, decrypt, or otherwise reverse engineer Software. For avoidance of doubt, the extraction of EHR data is allowed. You may not make the Software or materials resulting from the services available in any manner to any third party for use in the third party's business operations (unless such access is expressly permitted for the specific program license or materials from the services you have acquired or as set out in section 2 of this agreement);
- Confidentiality. Software is confidential and proprietary information of Licensor. You agree to take adequate steps to protect Software from unauthorized disclosure or use.
- Limited warranty. Marand warrants, under the condition that you have valid Maintenance and Support Agreement for the Software that the Software contains the features described in the documentation. Otherwise, the Software is provided “AS IS”. This limited warranty extends only to you as the original licensee. Your exclusive remedy and Marand’s entire liability under this limited warranty will be option to repair, replace, or refund the license fee paid therefore. You shall, as reasonably possible, notify Marand (or any 3rd party provider of Software Maintenance and Support) of any error in the Software of which you become aware of while using the Software in purposes set out in this agreement and to the extent reasonably possible give Marand documented examples of such errors or defects.
- Disclaimer of warranty. EXCEPT AS SPECIFIED IN THIS LICENSE, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
- Limitation of Liability. IN NO EVENT WILL MARAND BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE. In no event shall Marand’s liability to you, whether in contract, tort (including negligence), or otherwise, exceed the license fee paid by you for Software. The foregoing limitations shall apply even if the above stated warranty fails of its essential purpose.
- Indemnification: Marand agrees to indemnify and keep you and your customers using the Services indemnified against all reasonable costs, expenses, damages, compensation or other liabilities of any nature whatsoever suffered or incurred by you as a result of any claim or action of any nature by any third party that the normal operation, possession, use, marketing or sale of the Software and/or Support service infringes Proprietary Rights of the said third party provided that:
- You immediately in written form notify Marand of any claim or demand made or action brought against you for infringement or alleged infringement of any Proprietary Right, which is reasonably likely to affect your rights under this Agreement;
- You agree to allow Marand to defend, on its behalf, any such claim or action and to provide such reasonable assistance at Marand's expense as Marand may require in the conduct of such defence;
- Termination. This License is effective until terminated. You may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice if you fail to comply with any provision of this License. Upon termination, you must destroy all copies of Software. Upon termination of the agreement, all already paid fees are not refundable, except for the infringement as set out in article 10. of this agreement.
- Export Regulations. Software, including technical data, is subject to EU export control laws, including the EU Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agreee to comply strictly with all such regulations and acknowledge that it has the responsibility to obtain licenses to export, re-export, or import Software.
- Governing Law. This Agreement is made under, shall be governed by, and construed in accordance with the laws of Republic of Slovenia, excluding its choice of law provisions.
- Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in applicable jurisdiction, then such provisions are herewith waived to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Marand’s opinion deletion of any provisions of the License by operation of this paragraph unreasonably compromises the rights or liabilities of licensors, Marand reserves the right to terminate the License and refund the fee paid by you as your’s sole and exclusive remedy.
- Integration. This Agreement is the entire agreement between you and Marand relating to Software and: (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgement, or similar communication between the parties during the term of this Agreement. No modification to this Agreement will be binding, unless in writing and signed by a duly authorized representative of each party.
- Marand explicitly reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, Marand will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Marand`s sole discretion.
IN WITNESS WHEREOF, you have caused this Agreement to be duly executed as of the date shown below.
You / Licensee: