C-DAC Medical Informatics Software Development Kit End User License Agreement

Transcription

1 C-DAC Medical Informatics Software Development Kit End User License Agreement BY DOWNLOADING AND INSTALLING, COPYING OR OTHERWISE USING THE CENTRE FOR DEVELOPMENT OF ADVANCED COMPUTING ( C-DAC ) MEDICAL INFORMATICS SOFTWARE DEVELOPMENT KIT ( SOFTWARE ), IN PART OR FULL, YOU AGREE TO BE BOUND BY THE TERMS OF THIS C-DAC MEDICAL INFORMATICS SOFTWARE DEVELOPMENT KIT END USER LICENSE AGREEMENT ("EULA"). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE, AND YOU MAY RETURN THE UNUSED SOFTWARE TO THE VENDOR FROM WHICH YOU ACQUIRED IT OR DESTROY THE SOFTWARE PACKAGE YOU DOWNLOADED WITHIN THIRTY (30) DAYS AND REQUEST A REFUND OF THE LICENSE FEE (AFTER DEDUCTION OF APPLICABLE CHARGES), IF ANY, ALREADY PAID UPON SHOWING PROOF OF PAYMENT. "YOU" or LICENSEE MEANS THE NATURAL PERSON OR THE ENTITY THAT IS AGREEING TO BE BOUND BY THIS EULA, THEIR EMPLOYEES AND THIRD PARTY CONTRACTORS THAT PROVIDE SERVICES TO YOU. YOU SHALL BE LIABLE FOR ANY FAILURE BY SUCH EMPLOYEES AND THIRD PARTY CONTRACTORS TO COMPLY WITH THE TERMS OF THIS AGREEMENT. 1. DEFINITIONS "Software" means software products that are licensed to you under this EULA, including, but not limited to, any related components purchased or provided with the Software, application programming interfaces, associated media, printed materials, art work, online or electronic documentation, and any updates and maintenance releases thereto. "Software Development Kit (SDK)" means the software package that C-DAC provides to you under license and this EULA and can be used for development of another software by you. Software Development Kit Runtime (Runtime or RTM) means the software package that C- DAC provides to you under license and this EULA and can be used for deployment of your software based on the SDK. "Licensed Additional Module or Feature" means additional modules or features that may be provided with and/or used in conjunction with the Software for which you have paid the applicable license fee and accepted any applicable additional license terms. "Sample Code" means software or code block provided as demonstration, test, or tutorial to illustrate or educate the user about the capability of the SDK and/or how to use them. "Sample Programs" means sample programs or scripts that may be distributed with the Software. "API Documentation" means documentation detailing the various packages, classes, methods, instructions, etc. pertaining to the SDK and/or Sample Code, installation, configuration, usage, deployment, etc. "Tutorial" means any documentation, instruction, guide, text, Sample Code that are provided for assistance to user regarding usages of SDK and/or associated material. "Processor" means a single, physical microprocessor chip, or CPU, that houses any number of internal processor cores. "Server" means a single physical or virtual computer of a type that meets the specifications as set forth in the applicable product documentation. Multiple computers that share processing power or operate in a networked configuration as a single logical computer, such as a "server farm" or similar arrangement, constitute multiple Servers for the purpose of this EULA. End User License Agreement 1/8

2 "Software License Key" means, if applicable, a serial number issued to you by C-DAC to activate and use the Software. A separate, additional Software License Key may be required to activate and use each Licensed Additional Module. "Software License File (SLF)" means, if applicable, a computer file that contains information that is used by SDK or RTM to allow its usage, upon activation, on a particular Computer or Server. The SLF limits the features licensed to you even if more features may be exposed by the SDK. Royalty means the fee that is payable by You to C-DAC for every instance of deployment of your software based on SDK. Royalty-Free means, under reasonable limitations, that there is no fee payable by You to C-DAC for every instance of deployment of your software based on SDK. 2. EVALUATION LICENSES 2.1. General. If available, the Software and each Licensed Additional Module may be evaluated for purpose of suitability to your need or requirement. You acknowledge that Software under evaluation has an expiration date ("Expiration Date") and that C-DAC is not obligated to permit further use of the Software Evaluation License. If you activate or use the Software or any Licensed Additional Module for evaluation you may use the Evaluation Product until the Expiration Date only to evaluate the suitability of the Evaluation Product for licensing on a for-fee basis. You agree to not supply, sell, rent or transfer any software or code or any material that you may have acquired or created based on SDK for any reason to anyone without written explicit permission from C-DAC. You agree not to copy, decode, or decompile the binaries of the Software. You also agree to uninstall and remove the Software upon expiration of the evaluation period. Any material or know-how that You may acquire from C-DAC or its partners during evaluation period is also covered under this "EVALUATION LICENSES" section Evaluation Product Warranty Disclaimer. During the use of the Evaluation Product, the limited warranty on Software referenced in this EULA below is not applicable to you. THE EVALUATION PRODUCT is provided to you "as is and with all faults" without warranty of any kind, whether express, implied, statutory, or otherwise. C-DAC AND ITS LICENSORS BEAR NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE EVALUATION PRODUCT THROUGH AND AFTER THE EXPIRATION DATE No Support. C-DAC has no duty to provide support or fixes or corrections to you during or after your use of the Evaluation Product. 3. RUNTIME LICENSES 3.1. General. If available, the Software Runtime and each Licensed Additional Module may be used for purpose of running / executing the software or computer program created by any licensed user of the Software from C-DAC. You, as downloader / end-user of Runtime acknowledge that your use of the Software Runtime is limited to using the Runtime for stated purpose only Runtime License. If you activate or use the Software Runtime or any Licensed Additional Module for running / executing the software or computer program created by any licensed user of the Software from C-DAC, You agree to not supply, sell, rent or transfer any software or code or any material that you may have acquired for any reason to anyone without written explicit permission from C-DAC. You agree not to copy, decode, or decompile the binaries of the Software Runtime. You also agree to uninstall and remove the Software Runtime upon removal of the software or computer program, for which the Runtime was required, created by any licensed user of the Software from C-DAC. Any material End User License Agreement 2/8

3 or know-how that You may acquire from C- DAC or its partners during usage period is also covered under this "RUNTIME LICENSES" section Runtime Product Warranty Disclaimer. During the use of the Software Runtime, the limited warranty on Software referenced in this EULA below is not applicable to you. THE SOFTWARE RUNTIME is provided to you "as is and with all faults" without warranty of any kind, whether express, implied, statutory, or otherwise. C-DAC AND ITS LICENSORS BEAR NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE SOFTWARE RUNTIME THROUGH AND AFTER THE USAGE PERIOD No Support. C-DAC has no duty to provide support or fixes or corrections to you during or after your use of the Software Runtime. Your sole point of contact for any support shall be the vendor or software / hardware manufacturer from which you acquired that software or computer program for which the Software Runtime was required. 4. GRANT AND USE RIGHTS FOR SOFTWARE 4.1. License. The Software is licensed, not sold. Subject to the terms of this EULA, C-DAC hereby grants you a non-exclusive, nontransferable license, without rights to sublicense or use the Software in a service bureau capacity, to use the object code of the Software for the purpose as set forth in the applicable documentation for the Software and to the extent permitted by your payment of applicable license fees, if any, under a C-DAC approved licensing model and/or your Software License File subject to the software product specific terms specified in this EULA, the technical restrictions of the Software and/or any additional licensing terms specified by C- DAC via product documentation, notification and/or policy change. Your use of the Software is limited to the location where you ve been invoiced for purchase of the Software. However, any software created by You based on C-DAC s Software may be distributed anywhere, without any location limitation, subject to additional limitations imposed by terms of Redistribution. Depending upon the model utilized to compute the applicable license fees paid by you to use the Software (whether per Processor, per Computer or Server, per user, Royalty, Royalty-Free or any other C-DAC approved licensing model), an applicable Software License File may limit your usage of the Software accordingly. The Software shall not be accessed concurrently by more than the number of users for which the applicable license have been obtained, nor shall the Software be accessed by a network user located physically inside or outside of the Site. The individual components that are licensed as part of the Software bundle shall not be used simultaneously by different users. Licensee shall not assign or otherwise transfer this license except with prior written permission of C-DAC. You may use the documentation accompanying the Software in connection with permitted uses of the Software. If the Software is a version that you have converted or exchanged from a valid licensed prior version, you agree that by using the Software you will no longer use the prior version. C-DAC reserves the right to require the certification of the destruction of such previous version of the Software and/or its Software License File License Limitations. You may not copy the Software except for a reasonable number of machine-readable copies of the Software for backup or archival purposes and except as expressly permitted in this EULA. You may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Software. You are not granted any rights to any trademarks or service marks of C-DAC. C-DAC retains all rights not expressly granted to you in this EULA Restrictions. You may not (i) sell, lease, license, sublicense, distribute or otherwise End User License Agreement 3/8

4 transfer in whole or in part the Software or the Software License File to another party; (ii) provide, disclose, divulge or make available to, or permit use of the Software in whole or in part by, any third party without C-DAC s prior written consent; (iii) modify the Software; or (iv) create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions of the Software, any additional licensing terms provided by C-DAC via product documentation, notification, and/or policy change, and the terms of this EULA. Except to the extent expressly permitted by applicable law, and to the extent that C-DAC is not permitted by that applicable law to exclude or limit the following rights, you may not decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part. Before you exercise any rights that you believe to be entitled to based on mandatory law, you shall provide C-DAC with 30 days prior written notice at contact information given in this EULA and and provide all reasonably requested information to allow C-DAC to assess your claim and, at C-DAC s sole discretion, to provide alternatives that reduce any adverse impact on C-DAC s intellectual property or other rights. You may use the Software to conduct internal performance testing and benchmarking studies, the results of which you (and not unauthorized third parties) may publish or publicly disseminate; provided that C-DAC has reviewed and approved of the methodology, assumptions and other parameters of the study. Please contact C- DAC at contact information given in this EULA and to request such review Use of Software Development Kit. You may use the licensed SDK for purpose of creating your own software or computer program provided that (i) you do not modify original source or object code; (ii) you DO NOT DISTRIBUTE THE SOFTWARE, including the SDK, in any format, and as part of the software or computer program you create with the Software; (iii) you do not use C- DAC s name, logo or trademarks to market the software or computer program you create with the Software; (iv) you include the text Portions utilize C-DAC s Medical Informatics SDK. Copyright Centre for Development of Advanced Computing (C- DAC). All rights reserved. in your legal notices and/or your software and (v) you agree to indemnify, hold harmless, and defend C-DAC from and against any claims or lawsuits, including attorneys fees, that arise or result from the use or distribution of the software or computer program you create. Notwithstanding the foregoing, you may refer to C-DAC names, logos or trademarks to indicate that the software or computer program you create with the Software are compatible with or designed for use with the Software Licenses required for third-party software. The Software may enable you to run instances of third-party application programs. You are responsible for obtaining and complying with any licenses necessary to operate any such third-party software, including application programs Sample Programs or Codes. The Software may include Sample Programs and/or Sample Codes. You may use, modify, and distribute Sample Programs and Sample Code, unless specifically granted unrestricted use, subject to the following restrictions (i) You do not claim ownership; (ii) You distribute them in object code form only; (iii) You agree to indemnify, hold harmless, and defend C-DAC from and against any claims or lawsuits, including attorneys fees, that arise or result from the use or distribution. C-DAC does not provide any warranty or support services for Sample Programs or Sample Code C-DAC s Medical Informatics SDK Runtime (RTM) / Redistribution. The software or computer program created by You can be End User License Agreement 4/8

5 deployed along with the Runtime specifically created and made available for the purpose. The Runtime should not be used for development of software or as replacement of SDK; its use is limited for purpose of deployment of your software based on SDK. The Runtime may be directly downloaded by your end-user or can be redistributed by you along with your software or computer program. However, your user, or you on their behalf, may have to additionally request for a Software License File to use the Runtime. Based on the C-DAC approved licensing model applicable to you, the Runtime may be charged separately for each instance of activation. The redistribution of Runtime by you and/or its downloading and using by your end-user is subject to terms (i) You do not claim ownership; (ii) You distribute them in object code form only; (iii) You can redistribute Runtime as whole or as smaller part, as necessary, but the terms of this EULA shall apply fully; (iv) You agree to indemnify, hold harmless, and defend C- DAC from and against any claims or lawsuits, including attorneys fees, that arise or result from the use even by your end-user. underpayments revealed by any such audit. Any such audit will be performed at C-DAC s expense during normal business hours, provided that you shall promptly reimburse C-DAC for the cost of such audit and any applicable fees if such audit reveals an underpayment by you of more than five percent (5%) of the amounts payable by you to C-DAC for the period audited. C-DAC will normally provide you with a written notice of its intension to conduct such audit; however, C-DAC is free to conduct such audit without any prior notice whatsoever. In case of your denial or lack of cooperation to the audit or C-DAC appointed persons, C-DAC will be free to terminate this license and hold and charge you in illegal possession of its property. 5. TITLE C-DAC retains all right, title, and interest in and to the Software and the Software License File or Key and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. 6. SUPPORT AND SUBSCRIPTION SERVICES NOT INCLUDED 4.8. Audit Rights. You will maintain accurate C-DAC will not provide any support services records as to your use of the Software as under this EULA. This EULA does not give you authorized by this EULA, for at least two (2) any rights to any fixes, corrections, updates or years from the purchase of the applicable upgrades to the Software or to any extensions Software or Support or Renewals. Also, the or enhancements to the Software developed by records for distribution of Runtime and fees C-DAC at any time in the future. C-DAC may paid, if any, to C-DAC shall be maintained offer support and subscription services for at least two (2) years after your product separately. If you have purchased C-DAC support is out of active sale and support. C-DAC, or and subscription services with the Software, persons designated by C-DAC, will, at any these services are provided to you under the time during the period when you are Support Contract Terms and Conditions posted obliged to maintain such records, be on C-DAC Medical Informatics Web site at entitled to inspect such records and your and by accepting the terms of this computing devices, in order to verify that EULA you are accepting these Support Contract the Software is used by you in accordance Terms and Conditions. Any supplemental with the terms of this EULA and that you software code or related materials that C-DAC have paid the applicable license fees and provides to you as part of any support and Services fees for the Software; provided subscription services are to be considered part that C-DAC may conduct no more than one of the Software and are subject to the terms and (1) audit in any three (3) month period. You conditions of this EULA. C-DAC may use any shall promptly pay to C-DAC any technical information you provide to C-DAC for End User License Agreement 5/8

6 any C-DAC business purposes without restriction, including for product support and development. C-DAC will not use information in a form that personally identifies you. 7. TERMINATION 7.1. Termination. C-DAC may terminate this EULA immediately and without notice if you fail to comply with any term of this EULA Effect of Termination. In the event of termination, you must destroy all copies of the Software and Software License File and Key. In addition you must remove all copies of the Software, including all backup copies, from the Server and all computers and terminals on which it is installed. However, your indemnification to C-DAC and obligations to maintain records shall survive. 8. LIMITED WARRANTY AND LIMITATION OF LIABILITY 8.1. Limited Warranty. C-DAC warrants that the media, if any, on which the Software is delivered will be free of defects with respect to the particular Software licensed under this EULA in each case for a period of 30 days after the date of shipment of the Software License File and/or Key to you ("Warranty Period"). If during the Warranty Period the media is found defective and the version of the Software is still commercially available, your sole remedy will be that C- DAC shall, at its option, repair or replace the defective media returned with Proof of Purchase to C-DAC within the Warranty Period. If you are returning a defective media, please C-DAC at contact information given in this EULA and to request a Return Authorization number (RMA) and further instructions. Since C-DAC provides for Evaluation of the Software and You are expected to evaluate the Software before licensing, there is ABSOLUTLY NO WARRANTY that the Software substantially conform to the description contained in the applicable end user documentation. C-DAC is under no obligation to fix or remove any defect or error as its effort under the warranty. However, C-DAC strives to make its Software as error-free as possible and hence may undertake to provide a fix or correction, if any, related to the Software provided that (a) the Software has been properly installed and used at all times and in accordance with the instructions in the applicable end user documentation; (b) no modification, alteration or addition has been made to the Software product by persons other than C-DAC or C-DAC s authorized representative; and (c) C-DAC receives written notice of the nonconformity within thirty (30) days following shipment. EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, C-DAC AND ITS LICENSORS PROVIDE THE SOFTWARE WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS EULA OR COMMUNICATION WITH YOU, AND C-DAC AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, IN NO EVENT WILL C-DAC AND ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU. C-DAC AND ITS LICENSORS LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEES, IF ANY, PAID BY YOU FOR THE SOFTWARE LICENSED TO YOU UNDER End User License Agreement 6/8

7 THIS EULA. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER C-DAC OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 9. GENERAL 9.1. Entire Agreement. This Agreement sets forth C-DAC s entire liability and your exclusive remedy with respect to the Software and supersedes the terms of any purchase orders and any other communications or advertising with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between you and C-DAC with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software Headings. Headings under this EULA are intended only for convenience and shall not affect the interpretation of this EULA Waiver and Modification. No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. C-DAC reserves its right to change the terms of this EULA from timeto-time. Your continued use of the Software will indicate your agreement to the change. The changed EULA will be published on C- DAC website you are advised to check the applicability of the EULA to you from time-to-time Severability. If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected. Sale of Goods shall not apply. You agree to accept competent courts of Pune and India to have jurisdiction over any dispute arising out of your use of Software and this EULA. You and your end-users are solely responsible for use of the Software in your or their region or country. C-DAC shall not be responsible for any violation of any statutory provisions applicable in your or your end-user s region or country Indemnification by You. You and your endusers agree to indemnify, hold harmless, and defend C-DAC and its Licensor from and against any claims or lawsuits, including attorney's fees that arise or result from using of the Software. The employees, staffs, officers, directors, etc. of C-DAC, shall not be under any circumstances, be held personally liable under any law Government Restrictions. You may not export or re-export the Software except in compliance with the laws and rules of India and the related rules and regulations and similar non-indian government restrictions, if applicable. The Software and accompanying documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively. Any use, modification, reproduction, release, performing, displaying, or disclosing of the Software by the Union or State Governments of India or its agencies shall be subject to restrictions as set forth by the Indian Copyrights and Intellectual Property laws and this EULA Contact Information. If you have any questions about this EULA, please direct all correspondence to: Head (Legal), Centre for Development of Advanced Computing (C- DAC), Main Building, Pune University Campus, Ganesh Khind, Pune , India Other. C-DAC s Medical Informatics Software Development Kit, C-DAC s Medical Informatics Software Development Kit for DICOM, and C-DAC s Medical Informatics 9.5. Governing Law. This EULA will be governed by laws and rules of India, without regard to its choice of law principles. The United Nations Convention for the International End User License Agreement 7/8

8 Software Development Kit for HL7 are trademarks and/or registered trademarks of C-DAC in India and/or various jurisdictions. Copyright Centre for Development of Advanced Computing (C-DAC). All rights reserved. End User License Agreement 8/8