DocScanFx End User License Agreement (EULA)

IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE PRODUCT: This End-User License Agreement ("EULA"), is a legal agreement between you (“Licensee”) and PacsLogic, a California software business, (“Licensor”) for Licensor’s “DocScan Frameworks” (“DocScanFx” or “DocScan”) application. By installing, copying, or otherwise using DocScanFx, you agree to be bound by the terms of this EULA. This EULA represents the entire agreement concerning DocScanFx between you and Licensor, 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 DocScanFx and promptly remove any DocScanFx related files from your computer and destroy the associated documentation. The Effective Date of this EULA between the Licensee and Licensor is entered into upon Licensee obtaining the DocScanFx application software.

GRANT OF LICENSE

(a) Installation and Use – Subject to the terms of this EULA, Licensor grants the Licensee a non-exclusive, non-transferrable, non-sublicensable license to install DocScanFx on the number of computers set forth by the Licensee’s valid DocScanFx license. Subject to the foregoing, Licensee's employees, agents, contractors, and affiliated entities shall have the right to use DocScanFx. Following the DocScanFx Trial Period (defined by the DocScanFx Trial License), if Licensee decides to purchase a license to DocScanFx, such license shall be a non-exclusive, non-transferrable, non-sublicensable, perpetual, enterprise-wide, royalty-free license.
(b) Backup Copies - Licensee may make copies of the Software Product to be used solely for backup and archival purposes.

PROPIETARY RIGHTS AND LIMITATIONS

(a) Licensee acknowledges and agrees that, at all times, including but not limited to during and after the Trial Period regardless of whether Licensee purchases a license to continue using the Software Product after the Trial Period, all title and intellectual property rights in and to DocScanFx and any copies thereof are the property of Licensor and constitute valuable trade secrets of Licensor, except to the extent you are granted a limited license as described in this EULA to use DocScanFx. Licensee further agrees not to: (i) modify, translate, disassemble, decompile, reverse engineer, or create derivative works based upon DocScanFx; (ii) in any way attempt to reconstruct or discover any source code or algorithms of DocScanFx by any means whatsoever; (iii) remove any product identification, trademark, copyright, confidentiality, proprietary or other notice contained on or within DocScanFx; (iv) except as expressly set forth in this EULA, permit other individuals or entities to copy in whole or part the DocScanFx software or to have access to DocScanFx; (v) disclose the license key to other individuals or entities, or to permit other individuals or entities to use or have access to Licensee’s license key.
(b) The DocScanFx software is a framework of software which controls the function of several required third party software modules which the Licensee is required to install. The use of this collection of software is intended only for use in accordance with law and with properly authorized content. Content, including, but not limited to patient health information (PHI), that is accessed using the DocScanFx software may be protected by local or federal privacy laws or other laws of any jurisdiction. Licensee represents and warrants that it will use DocScanFx and the required third party modules at all times in accordance with all applicable laws and regulations. In addition, Licensee agrees to not use DocScanFx to acquire, convert, and/or transmit information containing visual diagnostic information for the purpose of interpretation by a medical provider.
(c) You may not rent, lease, or lend the DocScanFx product. The Licensee may only use DocScanFx for the individual or organization to which it was licensed. The Licensee may not use the DocScanFx software in any way as a service bureau, application service provider, or other similar commercial service in which third parties have access to it.
(d) All other rights not expressly granted herein are reserved by the Licensor. Licensee recognizes and agrees that there is no adequate remedy at law for a threatened or actual breach of this section “PROPRIETARY RIGHTS AND LIMITATIONS” and that such a breach would irreparably harm Licensor and that Licensor is entitled to immediately revoke the license granted under this EULA and seek equitable relief (including an injunction) with respect to any such breach or potential breach, in addition to any other remedies available at law.

LICENSE CHARGES, SUPPORT SERVICE, UPGRADES, AND TRIALS

(a) There is no charge for the DocScanFx software during the Trial Period. Thereafter, if Licensor decides to continue to use DocScanFx, the Licensee must purchase one or more single workstation or facility wide licenses to continue using it. A single workstation license permits the Licensee to use one licensed copy of DocScanFx on one computer. A facility wide license permits the Licensee to install and use the licensed copy of DocScanFx on any number of computers the Licensee designates at a facility’s single physical address. A facility with multiple addresses would need to either purchase separate single workstation licenses, or purchase separate facility wide licenses for DocScanFx to be installed and used on multiple computers at each separate facility address.
(b) Licensor will provide the Licensee with support services related to DocScanFx software ("Support Services") for the period specified in Licensee’s purchased DocScanFx license (shown in the DocScanFx “About” screen). The Licensee has the option to extend the support agreement from Licensor to provide support services for additional one year periods. Any supplemental software code provided to the Licensee as part of the Support Services shall be considered part of the DocScanFx application and Confidential Information and subject to the terms and conditions of this EULA. All support requests must be submitted via phone or e-mail. The provision of support services does not imply or guarantee that reported faults or errors in the Software Product will be corrected.
(c) DocScanFx software upgrades are available for the period specified in Licensee’s purchased DocScanFx license (shown in the DocScanFx “About” screen). If Licensee seeks a DocScanFx software upgrade after the licensed support period has expired, the Licensee may do so by purchasing a new support agreement from the Licensor.
(d) A license key for a limited trial may be requested for the purpose of evaluating DocScanFx (the "Trial Period"). Some features of the Software Product may be disabled during the Trial Period. After the trial period, DocScanFx’s functions will be automatically limited or disabled and a license must be purchased from the Licensor in order to return DocScanFx to its normal functions. Any attempt to disable or circumvent the Trial Period will result in an immediate termination of this EULA.
(e) Support of DocScanFx during the trial period may be limited to e-mail and user accessible instructions and troubleshooting guides.

TERM AND TERMINATION

This EULA shall continue from the date Licensee is given access to download DocScanFx (“Effective Date”) through the Trial Period, which may be extended by the parties upon mutual agreement. If Licensee decides to purchase a license to DocScanFx, the term of such license shall be perpetual, and this EULA shall continue in effect beyond the Trial Period until terminated as otherwise provided in this EULA. Without prejudice to any other rights, Licensor may terminate this EULA if the Licensee fails to comply with the terms and conditions of this EULA. In such event, the Licensee must destroy all copies of DocScanFx in the Licensee’s possession. All disclaimers of warranties and limitation of liability set forth in this EULA shall survive any termination of this EULA.

DISCLAIMER OF WARRANTY

SUBJECT TO THE REPRESENTATIONS, WARRANTIES, AND COVENANTS EXPRESSLY STATED HEREIN, Licensor MAKES NO FURTHER REPRESENTATIONS, WARRANTIES OR COVENANTS IN REGARD TO DOCSCANFX, MAINTENANCE OR ANY OTHER PRODUCTS OR SERVICES THAT Licensor MAY PROVIDE TO Licensee INCLUDING ANY WARRANTY OR REPRESENTATION THAT THE DOCSCANFX PRODUCT, MAINTENANCE OR OTHER PRODUCTS OR SERVICES WILL BE FREE FROM BUGS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE. Licensee ACKNOWLEDGES THAT Licensor IS NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR HARDWARE, SOFTWARE OR OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY PERSON OR ENTITY OTHER THAN Licensor OR FOR NETWORK FAILURE. Licensee FURTHER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES SET FORTH IN THIS EULA. FURTHERMORE, Licensor HEREBY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY IN NO EVENT WILL Licensor OR Licensee BE LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL (INCLUDING LOST PROFIT) DAMAGES BASED IN CONTRACT, TORT OR OTHERWISE, EXCLUDING ANY CLAIMS FOR BREACH OF CONFIDENTIALITY OBLIGATIONS, INTELLECTUAL PROPERTY INFRINGEMENT, PERSONAL INJURY, DEATH, TANGIBLE PROPERTY DAMAGE, OR BASED ON THE GROSS NEGLIGENT OR INTENTIONAL MISCONDUCT OF A PARTY.

GOVERNING LAW AND VENUE
This EULA shall be governed by the laws of the State of California (USA). Exclusive venue and jurisdiction for any legal claims related to this EULA shall be the federal or state courts located in California. This EULA is entered into between the parties as of the Effective Date.