SONOSITE® WORKFLOW SOLUTIONS SOFTWARE SonoSite Inc EndUser License Agreement

SONOSITE® WORKFLOW SOLUTIONS SOFTWARE SonoSite Inc EndUser License Agreement

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SONOSITE® WORKFLOW SOLUTIONS SOFTWARE
SonoSite, Inc. End-User License Agreement
IMPORTANT-THIS IS A LEGAL CONTRACT; PLEASE READ IT CAREFULLY. THE
SOFTWARE AND WRITTEN MATERIALS CONTAINED IN OR PROVIDED WITH THE
PRODUCT ACCOMPANYING THIS AGREEMENT ARE LICENSED, NOT SOLD, AND ARE
AVAILABLE FOR USE ONLY UNDER THE TERMS OF THIS LICENSE AGREEMENT. BY
OPENING THE PACKAGE TO WHICH THIS AGREEMENT IS ATTACHED OR IN WHICH
THIS AGREEMENT IS ENCLOSED OR BY USING THE PRODUCT, YOU AGREE TO
BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT OPEN THIS PACKAGE OR
USE THE PRODUCT AND PROMPTLY RETURN THE PRODUCT.
This SonoSite, Inc. ("SonoSite") End User License Agreement
(“Agreement”) accompanies a SonoSite product (the “Product”) that
incorporates software and related explanatory materials (collectively,
"Software") that are proprietary to SonoSite and/or its licensor(s).
The term "Software" shall also include any modified versions or
updates of the Software licensed to you (“Licensee”) by SonoSite, but
does not include source code. This copy of the Software is licensed to
Licensee, as the end user, subject to all of the terms and conditions
of this Agreement.
LICENSE GRANT. Subject to the terms and conditions of this Agreement,
SonoSite grants Licensee a non-exclusive and non-transferable license
to use the Software for Licensee’s internal use only in accordance
with any documentation supplied to you by SonoSite and exclusively in
conjunction with the SonoSite ultrasound systems for which the
Software was designed.
OPEN SOURCE COMPONENTS. Notwithstanding the foregoing license grant,
Licensee acknowledges that certain components of the Software may be
covered by so-called "open source" software licenses ("Open Source
Components"), which means any software licenses approved as open
source licenses by the Open Source Initiative or any substantially
similar licenses, including without limitation any license that, as a
condition of distribution of the software licensed under such license,
requires that the distributor make the software available in source
code format. Licensor shall provide a list of Open Source Components
for a particular version of the Software upon Licensee's request. To
the extent required by the licenses covering Open Source Components,
the terms of such licenses will apply in lieu of the terms of this
Agreement, and Licensor hereby represents and warrants that the
licenses granted to such Open Source Components will be no less broad
than the license granted above. To the extent the terms of the
licenses applicable to Open Source Components prohibit any of the
restrictions in this Agreement with respect to such Open Source
Components, such restrictions will not apply to such Open Source
Component. The various Open Source Components and their governing
licenses are available at
http://www.sonosite.com/sws_v1_1_3rdpartyterms.
THIRD PARTY COMPONENTS. Notwithstanding the foregoing license grant,
Licensee acknowledges that certain components of the Software may be
covered by third party software licenses ("Third Party Components").
To the extent required by the licenses covering Third Party
Components, the terms of such licenses will apply in lieu of the terms
of this Agreement. The various Open Source Components and their
governing licenses are available at
http://www.sonosite.com/sws_v1_1_3rdpartyterms.
RESTRICTIONS. Except as otherwise expressly permitted in this
Agreement, Licensee may not: (i) reproduce or copy any of the
Software; (ii) modify or create any derivative works of the Software,
including translation or localization; (iii) decompile, disassemble,
reverse engineer, or otherwise attempt to derive the source code for
the Software; (iv) redistribute, encumber, sell, rent, lease,
sublicense, or otherwise transfer rights to the Software; (v) remove
or alter any trademark, logo, copyright or other proprietary notices,
legends, symbols or labels in the Software; (vi) copy the printed
materials accompanying the Software, (vii) use the Software to operate
in or as a time-sharing, outsourcing, service bureau, application
service provider environment; or (viii) use the database software as a
general SQL server, as a stand alone application or with applications
other than the Software.
TERMINATION. Without prejudice to any other rights, SonoSite may
terminate this Agreement if Licensee or any of its successors or
assigns breaches any of its terms and conditions. Upon termination,
Licensee shall destroy all copies of the Software. Termination shall
be effective as of the date notice is given to Licensee.
PROPRIETARY RIGHTS. Except as expressly set forth in this Agreement,
all right, title and interests in and to the Software shall remain in
SonoSite and/or its licensor(s). Licensee acknowledges such ownership
and intellectual property rights and will not take any action to
jeopardize, limit or interfere in any manner with SonoSite's or its
licensors' ownership of or rights with respect to the Software. The
Software is protected by copyright and other intellectual property
laws and by international treaties.
LIMITED WARRANTY AND REMEDY. SonoSite warrants that for a period of
ninety (90) days from the date of shipment by SonoSite, the media on
which the Software is furnished will be free from material defects in
workmanship and material. This warranty is conditioned upon SonoSite’s
receipt of written notice of a defect prior to the end of the warranty
period. Upon receipt of timely notice, SonoSite will promptly replace
such media at no additional charge to Licensee. Replacement of the
media is Licensee’s sole remedy and SonoSite’s sole obligation under
this warranty. This warranty and SonoSite’s obligations hereunder
shall terminate immediately and without notice if the Software is (i)
subjected to misuse, alteration, improper installation or improper
storage, (ii) used in a manner or configuration other than as
specified in the user manual or other documentation provided by
SonoSite, or (iii) damaged or destroyed by any cause beyond SonoSite’s
reasonable control.
DISCLAIMER AND RELEASE. THE FOREGOING LIMITED WARRANTY OF SONOSITE AND
THE REMEDIES OF THE LICENSEE SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE
AND IN SUBSTITUTION FOR, AND LICENSEE HEREBY WAIVES, RELEASES AND
DISCLAIMS, ALL OTHER WARRANTIES, OBLIGATIONS, AND LIABILITIES OF
SONOSITE AND ALL OTHER RIGHTS, CLAIMS, AND REMEDIES OF LICENSEE
AGAINST SONOSITE, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE,
WITH RESPECT TO THE SOFTWARE OR THE PRODUCTS DELIVERED UNDER THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT; (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (C) ANY OBLIGATION,
LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM
THE NEGLIGENCE (ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR
STRICT LIABILITY OF SONOSITE; AND (D) ANY OBLIGATION, LIABILITY,
RIGHT, CLAIM OR REMEDY FOR INFRINGEMENT.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL SONOSITE OR ITS LICENSORS, SUPPLIERS OR
RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE
THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, LOSS OF BUSINESS PROFITS,
LOSS OF BUSINESS INFORMATION OR MALFUNCTION, OR ANY AND ALL OTHER
DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND
REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR
OTHERWISE) UPON WHICH THE CLAIM IS BASED.
EXPORT CONTROL. Licensee agrees to comply with all export laws and
restrictions and regulations of the United States or foreign agencies
or authorities, and not to export or re-export the Software in
violation of any such restrictions, laws or regulations, or without
all necessary approvals.
U.S. GOVERNMENT END USERS. The Software is a "commercial item,"
consisting of "commercial computer software" and "commercial computer
software documentation," and is provided with “RESTRICTED RIGHTS,” as
such terms are defined in the Federal Acquisition Regulations and the
Defense Federal Acquisition Regulations, as applicable. U.S.
Government licensees acquire the Software with only those rights set
forth herein.
GENERAL. This Agreement constitutes the entire agreement between the
parties concerning the subject matter hereof. This Agreement may be
amended only by a writing signed by the duly authorized
representatives of both parties and dated subsequent to the date of
this Agreement. Except to the extent applicable law, if any, provides
otherwise, this Agreement shall be governed by the laws of the State
of Washington, U.S.A., excluding its conflict of law provisions.
Licensee consents to jurisdiction and venue in the state and federal
courts sitting in the state of Washington. The United Nations
Convention on Contracts for the International Sale of Goods shall not
govern this Agreement. If any provision in this Agreement should be
held illegal or unenforceable by a court having jurisdiction, such
provision shall be modified to the extent necessary to render it
enforceable without losing its intent, or severed from this Agreement
if no such modification is possible, and other provisions of this
Agreement shall remain in full force and effect. A waiver by either
party of any term or condition of this Agreement or any breach
thereof, in any one instance, shall not waive such term or condition
or any prior, contemporaneous or subsequent breach of the same or any
other provision hereof, and no waiver shall be effective unless made
in writing and signed by an authorized representative of the waiving
party. The provisions of this Agreement, which require or contemplate
performance after the expiration or termination of this Agreement,
shall be enforceable notwithstanding such expiration or termination. .
This agreement, and any rights or obligations hereunder shall not be
assignable by contract or by operation of law without the prior
written approval of SonoSite, which shall not be unreasonably
withheld. The relationship between SonoSite and Licensee is that of
independent contractors and neither Licensee nor its agents shall have
any authority to bind SonoSite in any way. The headings to the
sections of this Agreement are used for convenience only and shall
have no substantive meaning.
LICENSEE OUTSIDE THE U.S. If Licensee is located outside the U.S.,
then the provisions of this Section shall apply. (i) The parties
confirm that this Agreement and all related documentation is and will
be in the English language (“Les parties aux présentes confirment leur
volonté que cette convention de même que tous les documents y compris
tout avis qui s’y rattaché, soient redigés en langue anglaise.”) If
Licensee has received a translation of this agreement into another
language, such translation has been provided for Licensee's
convenience only. (ii) Licensee is responsible for complying with any
U.S. laws and any local laws in Licensee’s jurisdiction which might
impact its right to import, export, re-export or use the Software, and
Licensee will comply with any regulations or registration procedures
required by applicable law to make this license enforceable.
SonoSite, Inc., 21919 30th Drive SE, Bothell, WA 98021-3904
© SonoSite, Inc. 2009-2010. All rights reserved.
P13282-02 Rev A 06/07/10