END-USER LICENSE AGREEMENT (EULA) for IRIS Health Solutions, LLC’s VSACView™
IMPORTANT- READ CAREFULLY: By checking the box “I Accept” and by installing, copying, accessing or otherwise using IRIS Health Solutions, LLC’s VSACView™ tool (the “Product”), you agree to be bound by the terms of this End-User License Agreement ("EULA"). If you do not agree to these terms, do not install, copy, access, or otherwise use the Product.
1. AGREEMENT: This EULA is a legal agreement between the End-User, ("You") and IRIS Health Solutions, LLC, which owns all right, title and interest in the Product and related documentation and all of the files and intellectual property associated with it.
2. VSACView™: The Product includes any associated media, printed materials and electronic documentation and any updates, add-on components, web services and/or supplements that IRIS Health Solutions, LLC may provide to you or may make available to you after the date you obtain your initial copy of or access to the Product if such items are not accompanied by a separate license agreement.
3. GRANT OF RIGHTS: IRIS Health Solutions, LLC grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Product solely for your personal, non-commercial purposes strictly in accordance with the terms of this EULA. This is a license, not a transfer of title, to the use of the Product, and IRIS Health Solutions, LLC retains ownership of all copies of the Product. You hereby acknowledge that the Product contains proprietary information of IRIS Health Solutions, LLC, including but not limited to the specific internal design and structure of individual programs and associated interface information. Accordingly, except as otherwise expressly provided under this EULA, you shall have no right to-, and you specifically agree not to: a) transfer, assign or sublicense its license rights to any other person or entity, and you acknowledge that any attempted transfer, assignment, sublicense or use shall be void; b) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Product to human readable form, or permit third parties to do the same; c) disclose, provide, or otherwise make available trade secrets contained within the Product in any form to any third party without the prior written consent of IRIS Health Solutions, LLC.
4. INTELLECTUAL PROPERTY RIGHTS: The Product is protected by applicable intellectual property laws. No right, title or interest in or to any intellectual property rights in relation to the Product is granted under this EULA.
5. WARRANTY AND DISCLAIMERS You accept the Product “AS IS.” By using the Product you agree that its use is entirely at your own risk. IRIS Health Solutions, LLC disclaims any and all implied or express warranties or conditions, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose, regardless of whether IRIS Health Solutions, LLC knows or had reason to know of your particular needs.
6. LIABILITY AND INDEMNIFICATION. IRIS Health Solutions, LLC, its employees and agents, shall not be liable for any claims, damages, injuries, loss, of any kind, whether direct or indirect, consequential or incidental, arising from the use or the inability to use the Product or the failure to safeguard the data contained in the Product. This includes, without limitation, loss of revenue, profit or savings, lost, damaged or stolen data, or other commercial or economic loss. You agree to indemnify and hold IRIS Health Solutions, LLC, its employees and agents, harmless from and against any claims, damages, complaints, costs or expenses, loss, actions or causes of action you or any third party incurred or suffered, as a result of the use or inability to use the Product or your failure to safeguard the data contained in the Product.
7. TERMINATION. IRIS Health Solutions, LLC reserves the right to terminate your license and consequently, your use of the Product at any time. Your license will also automatically terminate if you fail to comply with any term or condition of this EULA. You agree, on termination of this license, to destroy all copies of the Product in your possession.
8. CONFIDENTIALITY. The Product contains trade secrets and proprietary know-how that belong to IRIS Health Solutions, LLC and it is being made available to you in strict confidence. Any use or disclosure of the software, or of its algorithms, protocols or interfaces, other than in strict accordance with this EULA, may be actionable as a violation of IRIS’ trade secret rights.
9. GENERAL PROVISIONS a) This EULA becomes effective when you accept the terms and conditions by clicking “I Accept”. It remains in effect until terminated. a) This EULA is the entire agreement between you and IRIS Health Solutions, LLC concerning the Product and supersedes any prior communication, download or representation concerning the Product. b) This EULA is a license agreement only, not a contract for services or a contract of service or employment. Nothing in this EULA shall be construed as creating a partnership, employment or agency relationship between IRIS Health Solutions, LLC and yourself. c) IRIS Health Solutions, LLC may amend the terms of this EULA by posting the amended terms on its website, or by giving notice with updates. Your continued use of the Product after the effective date of any amendment will deem your agreement. Except as otherwise provided in this section, no amendment to this EULA will be valid unless it is posted in the Product itself or on the IRIS Health Solutions, LLC website. d) This EULA shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without reference to the Commonwealth of Virginia’s choice of law or conflict of law provisions or principles. The Parties hereto irrevocably submit to the jurisdiction and venue of the local courts of the Commonwealth of Virginia and the U.S. District Court for the Eastern District of Virginia, in any action or proceeding brought by either arising out of, or relating to any provision of this EULA. In the event that a dispute arises under this EULA, the prevailing party shall be entitled to recover her/his/its costs of enforcement or endeavoring to enforce the EULA, including reasonable attorneys’ fees, expenses and costs.