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MedProcure, LLC. ContractMGR™ End User Software License CAUTION: IF YOU LOG IN TO THE ONLINE SOFTWARE YOU WILL BE DEEMED TO HAVE ACCEPTED THE TERMS OF THIS LICENSE AGREEMENT. Subject to the following terms and conditions, MedProcure, LLC. ("MedProcure") grants to you ("User") a non-exclusive license to use the Software. 1. Scope of License. This is a worldwide, royalty-free, non-exclusive license. MedProcure grants the User the right to use the Software for its own internal business purposes on a per user basis, subject to and in accordance with the terms and conditions of this Agreement. MedProcure does not guarantee any rights to updates or upgrades of the Software, nor any maintenance or support relating to the Software. The Software may not be transferred, sold, assigned, leased, rented, sublicensed, or otherwise conveyed, in whole or part, by User to another party without MedProcure's prior written consent. 2. MedProcure's Rights. The Software is a proprietary product of MedProcure, or its licensors, and is protected by copyright law. By virtue of this Agreement, User acquires only the non-exclusive right to use the Software in accordance with Section 1. User does not acquire any rights of ownership in the Software. MedProcure or its licensors, shall at all times retain all right, title, and interest in the Software. 3. Restrictions. User acknowledges that the Software is the valuable proprietary and trade secret information of MedProcure or its licensors. User agrees not to cause or permit the reverse engineering, disassembly, or decompilation of the Software. If the Software is licensed to User for use in a country which is a member of the European Community, User may reverse engineer and/or decompile the Software to the extent that sufficient information is not available for the purpose of creating an interoperable software program (but only for such purposes and to the extent that sufficient information is not provided by MedProcure upon written request). Furthermore, User is not restricted in a country which is a member of the European Community from observing, studying or testing the functioning of the Software solely in order to understand the ideas and principles which underly any element of the Software. User agrees not to remove any product identification, copyright notices, or other notices or proprietary restrictions from the Software. 4. Disclaimer of Warranty. SOFTWARE IS PROVIDED UNDER THIS LICENSE ON AN "AS IS'' BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD ANY SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, USER ASSUMES THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. 5. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL MedProcure BE LIABLE TO ANY PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU. 6. Export Administration. The Software, including technical data, are subject to U.S. export control laws, including, without limitation, the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. User shall not directly or indirectly export or re-export the Software, or the direct product thereof, without first obtaining MedProcure's written approval. User agrees to comply strictly with all regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Software. The Software may not be downloaded, or otherwise used, exported or re-exported (i) into, or to a national or resident of, Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria, or any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nations or the U.S. Commerce Department's Table of Denial Orders. 7. U.S. Government Restricted Rights. The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1 (a) and 227.7202-3 (a) (1995), DFARS 252.227-7013 (c) (1) (ii) (Oct 1988), FAR 12.212 (a) (1995), FAR 52.227-19 (June 1987), or FAR 52.227-14 (ALT III) (June 1987), as applicable. All rights reserved under the copyright laws of the United States. 8. Termination. This License and the rights granted hereunder will terminate automatically if User fails to comply with terms herein. Provisions which, by their nature, must remain in effect beyond the termination of this License shall survive. 9. Miscellaneous. THIS AGREEMENT IS THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SOFTWARE AND SUPERCEDES ANY OTHER COMMUNICATION OR ADVERTISING WITH RESPECT TO THE SOFTWARE. Except as otherwise expressly set forth herein, this Agreement is governed by the laws of the State of South Carolina, excluding conflict of laws provisions.
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