END-USER LICENSE AGREEMENT FOR MEDMACROS™ MEDICAL DOCUMENTATION MATERIALS
IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING MedMacros™ IN CONNECTION WITH YOUR MEDICAL PRACTICE!
MedMacros™ LLC End-User License Agreement ("EULA") is a legal agreement between you (either an individual user or the entity that has installed and is running [an EPICTM ] electronic medical records system, as the context requires) and MedMacros™ LLC for the information, materials, medical templates, documentation, and software product(s) identified above which may include associated software components, media, printed materials, and "online" or electronic documentation (collectively, "MedMacros™"). BY INSTALLING, COPYING, OR OTHERWISE USING MedMacros™, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. This EULA represents the entire agreement concerning the program between you and MedMacros™ LLC, and it supersedes any prior proposal, representation, or understanding between the parties. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE MedMacros™ OR ANY DERIVATIVES THEREOF.
1. GRANT OF LICENSE. MedMacros™ is licensed as follows:
(a) Installation and Use.
In consideration of the license fees paid by you to MedMacros™ LLC, MedMacros™ LLC ("Licensor") grants you limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to use MedMacros™ within your electronic medical record for use by a single authorized user (one M.D, shall constitute one "Authorized User" for purposes of this EULA), in generating patient electronic charts.
(b) Payment Terms.
Licensor will charge you on a monthly basis for all fees and charges related to the use of MedMacros™ (the "Monthly Fee"), until this EULA is terminated. Your Monthly Fee will be calculated based upon pricing information we provided to you, and upon the number of Authorized Users under your user account. Licensor reserves the right to modify pricing, at our discretion, upon any monthly renewal, and to adjust (increase or decrease) the Monthly Fee if any Authorized Users are added or removed from your user account.
(c) Backup Copies.
You may not make copies of MedMacros™ or any derivatives of MedMacros™ outside of your electronic medical record system. You are allowed to make changes to MedMacros™ and save these within your electronic medical record account, but only for the duration of your subscription/license period. Under no circumstances can MedMacros™ or its derivatives be used by unauthorized users or copies made to unauthorized users' electronic medical record accounts.
2. OTHER RIGHTS AND LIMITATIONS.
(a) Maintenance of Copyright Notices.
MedMacros™ is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. MedMacros™ is licensed, not sold. You must not remove or alter any copyright notices on any copies of MedMacros™.
(b) Prohibition on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble MedMacros™.
(c) Prohibition on Rental, Transfer and Distribution.
You may not rent, lease, or lend MedMacros™. You are not permitted to transfer this EULA, nor any of the data files or other software provided to you under this EULA, except to a successor-in-interest to the entire business of the Authorized Facilities. You may not distribute registered copies, or any copies of any portions, of MedMacros™ to third parties.
(d) Support Services and Updates.
Licensor may provide you with support services related to MedMacros™ documentation materials ("Support Services"), for as long as you remain a paid-up subscriber of MedMacros™. Any supplemental software code or data provided to you as part of the Support Services shall be considered part of MedMacros™ and is subject to the terms and conditions of this EULA. MedMacros™ may contain components that enable and facilitate the use of certain internet-based services. Licensor has the right, in our sole and unfettered discretion, with or without notice, to revise, update, or otherwise modify MedMacros™ and establish or change limits concerning use of MedMacros™, temporarily or permanently. Licensor has the right, with or without notice, to make any such changes effective immediately to comply with any laws or regulations (including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 and its related privacy and security regulations (collectively "HIPAA"), as amended by the Health Information Technology for Economic and Clinical Health Act and regulations promulgated thereunder (collectively, "HITECH"). Your continued use of MedMacros™ will constitute your acceptance of and agreement to any such changes.
(e) Compliance with Applicable Laws.
You must comply with all applicable laws regarding use of MedMacros™ whether in connection with your electronic medical records system, your medical practice or otherwise.
(f) Access Rights.
You acknowledge and agree that Licensor may automatically check the version of MedMacros™ and/or its components that you are utilizing and may provide upgrades or fixes to MedMacros™ that may be automatically downloaded. Licensor reserves the right, but has no obligation, to investigate your use of MedMacros™ to determine whether any Authorized User has violated this EULA or failed to comply with any applicable law, rule, regulation, legal process, or government request.
Without prejudice to any other rights, Licensor may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must immediately delete from your computers and accounts all copies of the MedMacros™ documentation materials and templates and all derivatives thereof in your possession. Following termination, you also agree to not access any administrative or other accounts in order to access or use MedMacros™ medical documentation materials and templates.
All title, including but not limited to copyrights, in and to MedMacros™ and any copies thereof are owned by Licensor (MedMacros™ LLC) or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of MedMacros™ is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content except for the preparation of electronic medical records within your validly licensed and current electronic medical record system. All rights not expressly granted are reserved by Licensor.
5. NO WARRANTIES
Licensor expressly disclaims any warranty for MedMacros™. MedMacros™ IS PROVIDED 'AS IS' WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Licensor does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within MedMacros™. Licensor further expressly disclaims any warranty or representation to Authorized Users or to any third party. You also expressly acknowledge and agree that Licensor makes no warranty or guarantee as to the clinical accuracy, reliability and quality of the information contained in MedMacros™, and that you are solely and exclusively responsible for any clinical or professional medical decisions or determinations arising in the course of your practice.
6. LIMITATION OF LIABILITY
In no event shall Licensor be liable for any damages (including, without limitation, lost profits, medical malpractice or damages, or incomplete information) arising out of any Authorized User's use of or inability to use MedMacros™, even if Licensor has been advised of the possibility of such damages. In no event will Licensor be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Licensor shall have no liability with respect to the content of MedMacros™ or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.
You hereby agree, at your expense, to indemnify, defend and hold Licensor harmless from and against any third-party claim, action or allegation brought against Licensor, and any loss, cost, damages, penalties, liability or expense, including attorneys' fees, that results from, arises out of or relates from (a) any third-party claim, action or allegation of infringement based on information, data, files or other content entered by you; or (b) any breach of any terms contained in this EULA by you; (c) any use of MedMacros™ by you; or (d) violation by you of any state or federal law or regulation, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights.
8. GOVERNING LAW; VENUE.
This EULA will be governed by the laws of the State of Minnesota, without regard to its choice of law or conflicts of law principles. You hereby consent and submit to the exclusive jurisdiction of the state and federal courts of the State of Minnesota.