Practice Partner User License Agreement

License Agreement

Before proceeding, please read this agreement. Acceptance implies your consent to the following agreement.

1.  Software License.  This section sets out the terms under which PMSI grants Customer a License to use the Software.

2.  License Rights and Limits.  PMSI grants to Customer a nonexclusive and nontransferable license to use the Software for Customer's own business purposes on one (1) central database installed at Customer's facility and the number of concurrent users per application as licensed.  Customer may not sublicense or give any person not employed by Customer permission to use the Software, may not transfer ownership or possession of the Software, and may not make copies of the Software (except for a single backup copy for Customer's own use in the event of emergency).  Customer may not modify, decompile, reverse engineer, generate source code, or otherwise attempt to duplicate or imitate the Software.  The Program and Documentation (collectively, the Software) are the valuable proprietary information of PMSI.  The Software is protected by the civil and criminal provisions of the U.S. Copyright Act (Title 17, United States Code).  WARNING: Unauthorized reproduction of these items constitutes infringement of PMSI copyrights.  A criminal violation of the Copyright Act subjects the violator to a fine of up to $2,500 and imprisonment of up to one year (17 USC 506).

3.  Documentation.  Customer has the right to use the informational materials concerning the Software and the Third Party Software for the purpose of facilitating Customer's exercise of the rights granted under this License Agreement.  Customer may not copy the Documentation with the exception of small excerpts for which permission is granted in the Documentation itself.  In creating any copy of any portion of the program, Customer must reproduce and include the PMSI copyright notice in and on the copy.

4.  Third Party Licenses.  Copies of the Third Party Software licenses are furnished in whatever manner the various licensors of the Third Party Software customarily disseminate their license agreements (generally in shrink-wrap form or in separate written materials).

5.  Duration of License.  This License Agreement will remain in effect so long as Customer abides by the terms of this License Agreement.  Failure to maintain maintenance service may result in loss of full functionality in the Software and Third Party Software.  Any breach of this License Agreement, including adding additional users to the system in excess of the number of authorized users, will be grounds for termination by PMSI of this License Agreement.  If and when the License is terminated, Customer is responsible for ensuring that all copies of the Software and the Third Party Software (including copies contained on any hard drive or other storage media) and all documentation are returned to PMSI or are certified as destroyed.  Customer agrees that PMSI or its designees may access and examine computer hardware and media Customer has used in connection with the Software or the Third Party Software for the purpose of verifying Customer's compliance with this provision.

6.  Transfer of License.  Customer may not transfer its rights under this License Agreement.  No third party may acquire from Customer any right to use the Software without the express prior written consent of PMSI.

7.  Authorized User Changes.  The license fee for PMSI's Software is determined by the Software licensed and the number of authorized users operating on the system as licensed.  If the number of authorized users increases, Customer will be required to pay an additional fee to PMSI.

8.  Title to and Ownership of Software.  The Software and all intellectual property rights of PMSI including any patents, copyrights, trademarks, and trade secrets with respect to the Software are and remain the valuable property of PMSI.  The Third Party Software and all associated intellectual property rights of third parties are and remain the property of their respective owner.

9.  Software Warranty.

    (a)  PMSI warrants that, for a period of twelve (12) months from the first installation  of the Software, the Software will function substantially in accordance with the functional descriptions of the Software contained in the user guide within the Practice Partner(r) software.  This warranty applies only to Software that has not been altered by Customer, and terminates immediately without notice or other action by PMSI if Customer or any third party modifies the Software in any way.  PMSI, at its sole discretion and without notice to Customer, shall have the right to periodically make reasonable changes and/or corrections to the user guide within the Practice Partner(r) software.

    (b)  PMSI does not warrant that the abilities of the Software will meet Customer's requirements or that the operation of the Software will be uninterrupted or error-free.  Customer must assume the entire risk of using the Software.  PMSI's sole obligation under its warranty is to, whenever possible, repair or provide a suitable workaround for any Software component that fails to perform in accordance with the functional descriptions of the Software contained in the user guide.  IN NO EVENT IS A REFUND OF THE FEE PAID BY CUSTOMER UNDER THIS AGREEMENT A REMEDY AVAILABLE TO CUSTOMER.  PMSI'S OBLIGATION UNDER THIS WARRANTY IS LIMITED EXCLUSIVELY TO CORRECTION OF THE SOFTWARE AS DESCRIBED ABOVE.

    (c)  The Software has been designed to operate on the hardware and with the operating systems described in the system requirement documentation.  PMSI shall have no responsibility for errors or interruptions associated with the Software and/or equipment of Customer resulting from use of the Software in conjunction with other hardware or other operating systems.  Recommendations in the system requirement documentation represent PMSI's current understanding at the time of the system requirement documentation publication.  Information provided in the system requirement documentation is provided "as is" without warranty representation or condition of any kind, either express or implied, including but not limited to conditions or other terms of merchantability and/or fitness for a particular purpose.  Customer assumes the entire risk as to the accuracy and use of the system requirement documentation.

    (d)  Consistent with the provisions of Section 9(a) above, the warranty remains in effect so long as Customer maintains a current Software Support Agreement from PMSI.

    (e)  This warranty does not apply to problems arising by reason of accident, unusual physical, electrical or electro-magnetic stress, misuse, failure of electrical power, air conditioning or humidity control, transportation, operation with media not meeting or not maintained in accordance with PMSI or manufacturer specifications, or hardware, network or operating system flaw or malfunction.

    (f)  PMSI does not warrant the performance of any software or equipment created or licensed by anyone other than PMSI, even if purchased from PMSI.  Warranties as to Third Party Software, if any, are as made by the vendors of the Third Party Software or equipment and are subject to such limits and conditions as are contained in the license agreements for the Third Party Software or equipment.

    (g)  PMSI warrants that, to the best of its knowledge, the Software does not infringe any third party's United States patent, copyright, trade secret or other intellectual property right.  If at any time PMSI is of the opinion that the Software, or any portion thereof, is likely to become the subject of any infringement claim, PMSI may at its sole option and expense, obtain the right to continue use of such Software, or replace or modify such Software, provided, however that no such replacement or modification shall significantly impair the performance of the Software system.

    (h)  OTHER THAN AS EXPRESSLY SET FORTH ABOVE, PMSI DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CUSTOMER, ANY OF ITS AFFILIATES OR ANY OTHER PARTY WITH RESPECT TO THE APPLICATIONS, IMPLEMENTATION, TRAINING, OR TECHNICAL SUPPORT SERVICES OR ANY PRODUCTS, DOCUMENTATION, OR ANY OTHER SERVICES OR WORKS OF AUTHORSHIP PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS LICENSE AGREEMENT.  ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE IS EXPRESSLY EXCLUDED AND DISCLAIMED.