Terms and Conditions Regarding Use of Microsoft Software
This document governs the use of Microsoft software, which may include associated media, printed materials, and “online” or electronic documentation (individually and collectively, “Products”) provided by 7 Medical Systems, LLC (hereinafter referred to as “7 Medical”). The Master Service Agreement entered into between Customer and 7 Medical fully incorporates the terms herein and provides that this Service Agreement, and Customer’s execution of the Master Service Agreement constitutes acceptance of the terms and conditions stated herein. 7 Medical does not own the Products and Customer’s use thereof is subject to certain rights and limitations. Customer’s right to use the Products is subject to the terms Master Service Agreement, and Customer’s understanding of, compliance with, and consent to the following terms and conditions, which Customer does not have authority to vary, alter, or amend.
- DEFINITIONS. “Client Software” means software that allows a Device to access or utilize the services or functionality provided by the Server Software.
“Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,” server or other electronic device.
“Server Software” means software that provides services or functionality on a computer acting as a server.
“Software Documentation” means any end user document included with server software.
“Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below.
- OWNERSHIP OF PRODUCTS. The Products are licensed to 7 Medical from an affiliate of the Microsoft Corporation (collectively “Microsoft”). All title and intellectual property rights in and to the Products (and the constituent elements thereof, including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Products) are owned by Microsoft or its suppliers. The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Customer possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to Customer.
- USE OF CLIENT SOFTWARE. Customer may use the Client Software installed on Customer Devices by 7 Medical only in accordance with the instructions, and only in connection with the services, provided to Customer by 7 Medical. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented in electronic form during Customer use of the Client Software.
- USE OF REDISTRIBUTION SOFTWARE. In connection with the services provided to Customer by 7 Medical, Customer may have access to certain “sample,” “redistributable” and/or software development (“SDK”) software code and tools (individually and collectively “Redistribution Software”). CUSTOMER MAY NOT USE, MODIFY, COPY, AND/OR DISTRIBUTE ANY REDISTRIBUTION SOFTWARE UNLESS CUSTOMER EXPRESSLY AGREES TO AND COMPLIES WITH CERTAIN ADDITIONAL TERMS CONTAINED IN THE SERVICES PROVIDER USE RIGHTS (“SPUR”) APPLICABLE TO 7 MEDICAL, WHICH TERMS MUST BE PROVIDED TO CUSTOMER BY 7 MEDICAL. Microsoft does not permit Customer to use any Redistribution Software unless Customer expressly agrees to and complies with such additional terms, as provided to Customer by 7 Medical.
- COPIES. Customer may not make any copies of the Products; provided, however, that Customer may (a) make one copy of Client Software on Customer Device as expressly authorized by 7 Medical; and (b) Customer may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of Customer agreement with 7 Medical, upon notice from 7 Medical or upon transfer of Customer Device to another person or entity, whichever occurs first. Customer may not copy any printed materials accompanying the Products.
- LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. Customer may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.
- NO RENTAL. Customer may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the functionality of the Products in the form of software services in accordance with the terms of this agreement and any agreement between Customer and 7 Medical.
- TERMINATION. Without prejudice to any other rights, 7 Medical may terminate Customer rights to use the Products if Customer fails to comply with these terms and conditions. In the event of termination or cancellation of Customer agreement with 7 Medical or 7 Medical’s agreement with Microsoft under which the Products are licensed, Customer must stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts.
- NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. ANY WARRANTIES, LIABILITY FOR DAMAGES AND REMEDIES, IF ANY, ARE PROVIDED SOLELY BY 7 MEDICAL AND NOT BY MICROSOFT, ITS AFFILIATES OR SUBSIDIARIES.
- PRODUCT SUPPORT. Any support for the Products is provided to Customer by 7 Medical and is not provided by Microsoft, its affiliates or subsidiaries.
- NOT FAULT TOLERANT. THE PRODUCTS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.
- EXPORT RESTRICTIONS. The Products are subject to U.S. export jurisdiction. 7 Medical must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.
- LIABILITY FOR BREACH. In addition to any liability Customer may have to 7 Medical, Customer agrees that Customer will also be legally responsible directly to Microsoft for any breach of these terms and conditions.