END-USER LICENSE AGREEMENT FOR ALTAPOINT SOFTWARE
Thank you for purchasing AltaPoint Software.
Carefully read the following license agreement before using this software product.
This agreement ("Agreement") is a legal agreement between you and AltaPoint Data Systems, L.L.C. ("AltaPoint"). Use or retention of this software product ("Product") constitutes your acceptance of the terms of this Agreement. If you do not agree to the terms of this Agreement, immediately discontinue using the Product.
1. LICENSE. AltaPoint grants you a non-exclusive, non-transferable license to use the Product on a single computer or a single network for network versions of the Product. You may not translate, reverse engineer, decompile or disassemble the Product. You may not rent or lease the Product. You may not make the Product available to third parties over a network or the Internet.
2. COPYRIGHT. The Product is protected by United States copyright laws and international treaty provisions. Copyright and all other rights in the Product shall remain with AltaPoint and its suppliers. This Product is licensed to you, not sold, and no title or interest to or in the Product is transferred to you.
3. NO WARRANTIES. COMPANY DOES NOT WARRANT THAT THE PRODUCT IS ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS LICENSED "AS IS" AND WITH ALL FAULTS, AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE PRODUCT AND ITS ACCOMPANYING MATERIALS. YOU MAY HAVE SPECIFIC RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
4. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (including, without limitation, damages for loss of business profits, business interruption, loss of business information, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE PRODUCT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PRODUCT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PRODUCT AND RECOVER A MAXIMUM OF 30 DAYS OF COMPANY’S PROCESSING FEES (EXCLUDING THIRD-PARTY FEES SUCH AS CLEARING HOUSE, E-PRESCRIBE, TEXT MESSAGING, AND OTHER SUCH FEES).
5. U.S. GOVERNMENT RESTRICTED RIGHTS. If Customer is acquiring the Software, including accompanying documentation, on behalf of the U.S. Government, the following provisions apply. If the Software is supplied to the Department of Defense ("DOD"), the Software is subject to "Restricted Rights", as that term is defined in the DOD Supplement to the Federal Acquisition Regulations ("DFAR") in paragraph 252.227-7013(c)(1). If the Software is supplied to any unit or agency of the United States Government other than DOD, the Government's rights in the Software will be as defined in paragraph 52.227-19(c)(2) of the Federal Acquisition Regulations ("FAR"). Use, duplication, reproduction or disclosure by the Government is subject to such restrictions or successor provisions. Contractor/Manufacturer is: AltaPoint Data Systems, L.L.C.
6. THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. The Customer is not receiving a license to use any intellectual property rights from a third party. If the Customer desires to use intellectual property rights from a third party in conjunction with the Product, the Customer must obtain its own independent license to use such intellectual property rights. Specifically, the Customer is not receiving a license to use Current Procedural Terminology (“CPT”) codes that are a proprietary product of the American Medical Association. If the Customer desires to use CPT codes with the Product, it must obtain a license to do so from the American Medical Association. AltaPoint is not affiliated with the American Medical Association. For information on obtaining a license to use CPT codes from the American Medical Association, please contact the AMA at www.ama-assn.org. CPT is a copyright and registered trademark of the American Medical Association.
7. THIRD PARTY SYSTEMS. If the Product connects to a 3rd party EHR system, Company claims no responsibility for the completeness or accuracy of the data being synced between the two softwares. Company does not review or monitor third party EHR systems and is not liable for any inaccuracies or damages incurred by you as a result of a connection to a 3rd party EHR system.
8. TERMINATION. Without prejudice to any other rights, AltaPoint may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In such event, you must delete all copies of the Product and all of its component parts. AltaPoint reserves the right to disable the Product following any termination of this Agreement.
9. ENTIRE AGREEMENT. This is the entire Agreement between you and AltaPoint regarding the subject matter of this Agreement and supersedes any other agreement or discussion. This agreement may only be modified by a written agreement signed by you and AltaPoint.
10. GOVERNING LAW. This agreement shall be interpreted and governed by the laws of the state of Utah.
11. FORUM SELECTION. The Parties agree that any action or proceeding arising under or relating to this License Agreement, shall be in the United States District Court for the District of Utah or in the Third Judicial District Court for Salt Lake County, State of Utah, and not in any other court or jurisdiction. Both parties hereby consent and agree that they are subject to personal jurisdiction by those Utah courts for any such disputes.
12. PAYMENT. Customer agrees to pay a monthly fee to access the software and all ancillary services. All fees are non-refundable and payable in U.S. Dollars. If payment is received 30 or more days late, AltaPoint reserves the right to suspend or terminate access to the software and ancillary services, in addition to any other remedies it may have, until full payment is received. If customer wishes to end payments, written notice must be submitted to AltaPoint prior to the next scheduled payment. Upon notice to Customer, AltaPoint reserves the right to change its monthly fee structure at any time. The Fees do not include taxes or duties. If AltaPoint is required to pay or collect taxes for the software, then such taxes and/or duties shall be paid by Customer.
Having carefully read and reviewed the above terms and conditions, I hereby agree to be bound by the same.