END USER LICENSE AGREEMENT
REDISTRIBUTION NOT PERMITTED
IMPORTANT -- READ CAREFULLY BEFORE USING THIS TECHNOLOGY
This License Agreement (the "Agreement") for a certain software program, documentation, and image files is a legal agreement between you (either an individual or an entity) and Seattle Children's Hospital ("Licensor") for the software application, documentation, and images known as the PACStacker (collectively, the "Technology").
BY CLICKING THE "ACCEPT" BUTTON, DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE TECHNOLOGY, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT DOWNLOAD OR INSTALL THE TECHNOLOGY.
YOU AGREE THAT YOUR USE OF THE TECHNOLOGY ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1. LICENSE GRANT. Licensor grants to you a non-exclusive license to use the Technology subject to the following terms:
A. You may download and install the Technology on only one computer. You may make one copy of the Technology for back-up and archival purposes only, provided any copy must contain all of the original Technology's copyright and other proprietary notices.
B. You may not: (i) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Technology; (ii) copy the Technology (except for one copy solely for back-up or archival purposes); (iii) rent, lease, transfer, sublicense, distribute, or otherwise transfer rights to the Technology; or (iv) remove any copyright or other proprietary notices or labels on the Technology. Any such uses will immediately terminate your license to the Technology.
C. You agree that you will only use the Technology in a manner that complies with all applicable laws in the jurisdictions in which you use the Technology, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
D. Licensor may modify this Agreement with respect to versions of the Technology provided to you for no payment, upon 30 days written notice to you.
2. RIGHTS IN THE TECHNOLOGY. Title, all ownership rights, and all intellectual property rights in and to the Technology will remain in Licensor. The Technology is protected by the copyright laws of the United States and international copyright treaties.
3. WARRANTY DISCLAIMERS.
A. Licensor does not warrant that your use of the Technology will be uninterrupted or that the operation of the Technology will be error-free or secure, nor that the Technology will meet your requirements. You acknowledge that Licensor will not be liable for, nor required to correct, any errors or defects in the Technology.
B. LICENSOR IS PROVIDING THE TECHNOLOGY TO YOU "AS IS" AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW LICENSOR DISCLAIMS ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, REGARDING THE TECHNOLOGY.
4. DAMAGE DISCLAIMERS AND LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT AND UNDER NO LEGAL THEORY (WHETHER IN TORT, CONTRACT OR OTHERWISE) WILL LICENSOR BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITING THE FOREGOING, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF OR INABILITY TO USE THE TECHNOLOGY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY DAMAGES THAT LICENSOR IS REQUIRED TO PAY FOR ANY PURPOSE WHATSOEVER RELATED TO THIS AGREEMENT AND THE TECHNOLOGY WILL BE LIMITED TO $10 OR THE FEES PAID TO LICENSOR IN CONSIDERATION FOR THE TECHNOLOGY, WHICHEVER IS GREATER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.
5. INDEMNIFICATION. You agree to defend, indemnify, and hold Licensor harmless from and against any losses, damages, fines and expenses (including legal fees and costs) arising out of or relating to any claims that you have (i) downloaded, copied, installed, or used the Technology in violation of another party's rights or in violation of any law, or (ii) violated any terms of this Agreement. If you are importing the Technology from the United States, you agree to defend, indemnify and hold Licensor harmless from and against any import and export duties or other claims arising from such importation.
6. TERMINATION. This Agreement will automatically terminate, without the requirement of notice from Licensor, if you fail to comply with any term of this Agreement. You may also terminate this Agreement at any time by notifying Licensor in writing of termination. Upon any termination of this Agreement, you will immediately discontinue use of the Technology and will destroy all copies of the Technology.
7. MISCELLANEOUS. You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. You also agree that this Agreement is the complete and exclusive statement of the Agreement between Licensor and you relating to the subject matter of this Agreement. This Agreement is personal to you, and may not be assigned without Licensor's express written consent. Because of the unique nature of the Technology, you understand and agree that Licensor will suffer irreparable injury in the event you fail to comply with any of the terms of this Agreement, and that monetary damages may be inadequate to compensate Licensor for such breach. Accordingly, you agree that Licensor will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief, without posting a bond, to enforce the terms of this Agreement. This Agreement will be governed by the laws of the State of Washington in the United States, without giving effect to the State of Washington's choice of law. Venue for any action under this Agreement will be in King County, Washington. If any litigation is brought to enforce, or arises out of, the Agreement or any term, clause, or provision hereof, the prevailing party will be awarded its reasonable legal fees together with expenses and costs incurred with such litigation.