PLEASE READ CAREFULLY BEFORE USING THIS PRODUCT: This End-User License Agreement ("EULA") is a legal agreement between (a) you (either an individual or a single entity) and (b) Long Term Care Management Systems, Inc. ("LTCMS") that governs your use of any Software Product, installed on or made available by LTCMS for use with your LTC Referral Service product ("LTC-RS"). Other software provided by third parties and used with the LTC-RS may be subject to a separate EULA. The term "Software Product" means computer software and may include associated media, printed materials and "online" or electronic documentation. An amendment or addendum to this EULA may accompany the LTC-RS.
BY CLICKING "I AGREE", BREAKING THE SEAL ON THE LTC-RS, REMOVING THE STICKER OR OTHER EULA NOTIFIER FROM THE LTC-RS OR OTHERWISE TAKING ANY STEP TO INSTALL OR USE THE LTC-RS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. YOU ALSO ACCEPT THIS EULA IF YOU KEEP THE LTC-RS FOR 30 DAYS. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, YOUR SOLE REMEDY IS TO RETURN THE ENTIRE UNUSED LTC-RS (HARDWARE AND SOFTWARE) TO YOUR PLACE OF PURCHASE WITHIN 30 DAYS FOR A FULL REFUND SUBJECT TO THE REFUND POLICY OF YOUR PLACE OF PURCHASE.
GRANT OF LICENSE.
LTCMS grants you the following non-exclusive rights provided you agree to and comply with all terms and conditions of this EULA:
a.) Use. You may use the Software Product only as integrated with the LTC-RS and only on a single computer at one time ("Your Computer"). You may not separate component parts of the Software Product from the LTC-RS. You do not have the right to distribute the Software Product. You may load the Software Product into Your Computer's temporary memory (RAM) for purposes of using the LTC-RS.
b.) Storage. The Software Product may only be stored or copied into the LTC-RS and may not be separated from the LTC-RS.
c) Reservation of Rights. The Software Product is licensed, not sold, to you by LTCMS. LTCMS and its suppliers own all right, title and interest in and to the Software Product and reserve all rights not expressly granted to you in this EULA. You agree to refrain from any action that would diminish such rights or would call them into question.
c.) Freeware. Notwithstanding the terms and conditions of this EULA, all or any portion of the Software Product which constitutes non-proprietary LTCMS software or software provided under public license by third parties ("Freeware"), is licensed to you subject to the terms and conditions of the software license agreement accompanying such Freeware whether in the form of a discrete agreement, shrink wrap license or electronic license terms accepted at time of download. Use of the Freeware by you shall be governed entirely by the terms and conditions of such license.
To use a Software Product identified as an upgrade, you must first be licensed for the original Software Product identified by LTCMS as eligible for the upgrade. After upgrading, you may no longer use the original Software Product that formed the basis for your upgrade eligibility.
This EULA applies to updates or supplements to the original Software Product provided by LTCMS unless LTCMS provides other terms along with the update or supplement. In case of a conflict between such terms, the other terms will prevail.
a.) Third Party. The Software Product may only be transferred to another end user as part of a transfer of the LTC-RS on which it is installed. Any transfer must include all component parts, media, printed materials and this EULA. The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the transferred product must agree to all the EULA terms. Upon transfer of the LTC-RS, your license is automatically terminated.
b.) Restrictions. You may not rent, lease or lend the Software Product or use the Software Product for commercial timesharing or bureau use. You may not sublicense, assign or transfer the license or Software Product except as expressly provided in this EULA.
All intellectual property rights in the Software Product and user documentation are owned by LTCMS or its suppliers and are protected by law, including but not limited to United States copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the Software Product are the valuable trade secrets and confidential information of LTCMS and its suppliers. You shall not remove any product identification, copyright notices or proprietary restrictions from the Software Product or LTC-RS.
LIMITATION ON REVERSE ENGINEERING.
You may not reverse engineer, decompile, disassemble or create derivative works of the Software Product, except and only to the extent that the right to do so is mandated under applicable law. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you other than those explicitly granted under this EULA. Unauthorized copying of the Software Product or failure to comply with the above restrictions will result in automatic termination of this Agreement and will constitute immediate, irreparable harm to LTCMS for which monetary damages would be an inadequate remedy, in which case injunctive relief will be an appropriate remedy for such breach.
This EULA is effective unless terminated or rejected. This EULA will also terminate upon conditions set forth elsewhere in this EULA or if you fail to comply with any term or condition of this EULA.
8. CONSENT TO USE OF DATA. You agree that LTCMS and its affiliates or suppliers may collect and use technical information you provide in relation to support services related to the Software Product. LTCMS and its suppliers agree not to use this information in a form that personally identifies you except to the extent necessary to provide such services.
9. DISCLAIMER OF WARRANTIES. You acknowledge that the LTC-RS is for backup and redundancy only, and should not be used as a sole or primary source of storage. The Software Product is offered on an "AS-IS" basis and LTCMS does NOT warrant that the functions contained in the Software Product will meet your requirements or that the operation of the Software Product will be uninterrupted or error free. Computer software is inherently subject to bugs and potential incompatibility with other computer software and hardware. You should not use the Software Product for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LTCMS AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE SOFTWARE PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LTCMS OR A LTCMS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. Some states/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety. IN NO EVENT DOES LTCMS PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WITH WHICH THE LTC-RS IS DESIGNED TO BE USED, AND LTCMS DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.
10. LIMITATION OF LIABILITY. Notwithstanding any damages that you might incur, the entire liability of LTCMS and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the LTC-RS or US$100.00. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LTCMS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA), EVEN IF LTCMS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
11. U.S. GOVERNMENT CUSTOMERS. Consistent with FAR 12.211 and 12.212, Commercial Computer Software, Computer Software Documentation, and Technical Data for Commercial Items are licensed to the U.S. Government under LTCMS's standard commercial license.
12. COMPLIANCE WITH EXPORT LAWS. You shall comply with all laws and regulations of the United States and other countries ("Export Laws") to ensure that the Software Product is not (1) exported, directly or indirectly, in violation of Export Laws, or (2) used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
13. CAPACITY AND AUTHORITY TO CONTRACT. You represent that you are of the legal age of majority in your state, province jurisdiction of residence and, if applicable, you are duly authorized by your employer to enter into this contract.
14. APPLICABLE LAW. This EULA is governed by the laws of the State of Maryland exclusive of conflict of law provisions and you attorney to the jurisdiction of the courts of the State of Maryland with respect to any proceedings arising from this EULA. The parties hereby agree that this Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods.
15. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the LTC-RS) is the entire agreement between you and LTCMS relating to the Software Product and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any LTCMS policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. In the event of a conflict between the English and any non-English versions of this EULA, the English version shall govern. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the EULA will remain in force and effect.