License Agreement for PyboxTechMed
(Stand-Alone, Commercial License)
Version 1, Effective as of September 4, 2018
IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING THIS SOFTWARE, YOU (LICENSEE, AS DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT DOWNLOAD, INSTALL AND USE THE SOFTWARE.
Note: In case the terms of this Agreement are in conflict with the terms of any agreement individually negotiated and agreed between Pybox Technologies S.A. de C.V and customer, the terms of the latter shall prevail.
(a) “Licensor” means Pybox Technologies S.A. de C.V having its principal place of business at 12 east street number 2, Civac, Jitepec, Morelos, México. Postal Code: 62578
(b) “Licensee” means either an individual or a legal entity specified in the License Certificate, exercising rights under, and complying with all of the terms of, this Agreement. For legal entities, “Licensee” includes any entity which controls, is controlled by, or is under common control with Licensee. For purposes of this definition, “control” means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
(a) “Account” means an electronic record on Server created by Licensee for the purpose of use of Software by a specific user.
(b) “License Certificate” means evidence of a license provided by Licensor to Licensee in electronic or printed form.
(c) “License Key” means a unique key-code that enables Licensee to run Software subject to the obtained comercial plan (Professional Plan or Enterprise Plan).
(d) “Server” means a server part of Software that enables administration of Accounts and performs other services as specified in Software documentation.
(e) “Software” means software program PyboxTechMed in binary form, including its documentation, upgrades provided pursuant to Section 9 of this Agreement, and any third party software programs that are owned and licensed pursuant to Section 6 of this Agreement by parties other than Licensor and that are either integrated with or made part of PyboxTechMed (collectively, “Third Party Software”).
(f) “Evaluation plan” means up to three (3) number of users permitted to use Software until one hundred medical records (100) are reached on a single instance of Server run by Licensee.
(g) “Professional Plan” means up to ten (10) number of users permitted to use Software with unlimited medical records.
(h) “Enterprise Plan” means an unlimited number of users permitted to use Software with unlimited medical records.
(a) Software is the property of Licensor or its suppliers. Software is licensed, not sold. Title and copyrights to Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Licensor and its suppliers.
4. GRANT OF LICENSE
Subject to the terms, conditions, and limitations set forth in this Agreement, including any amendments thereto, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to use Software as follows:
(a) Licensee may:
(i) download the Software from Licensor web site for evaluation purposes. No License Key is needed to evaluate the Software but restrictions on the number of Accounts and medical records are specified in section 4(a) paragraph (ii).
(ii) use up to three (3) Accounts with up to one hundred (100) medical records free of charge on a single instance of Server run by Licensee. No License Key is needed;
(iii) use up to ten (10) Accounts with unlimited medical records on a single instance of Server if Licensee has obtained a corresponding Professional Plan;
(iv) use more than ten (10) Accounts with unlimited medical records on a single instance of Server if Licensee has obtained a corresponding Enterprise Plan;
(v) run one instance of Server with a single License Key; and
(vi) make one back-up copy of Software for archival purposes.
(b) Licensee may not:
(i) sell, redistribute, assign, encumber, give, lend, rent, lease, sublicense, or otherwise transfer Software, or any portions of Software, to another individual or entity;
(ii) reverse-engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of Software, or create derivative works from Software;
(iii) run multiple instances of Server with the same License Key; or
(iv) use more Accounts on a single instance of Server than is set forth in the obtained comercial plan (Professional Plan or Enterprise Plan).
5. THIRD PARTY SOFTWARE LICENSE
(a) Licensee agrees to comply with the terms and conditions contained in Third-Party Software licenses with respect to the applicable Third-Party Software.
(b) Licensee agrees and acknowledges that Sections 9 and 10 of this Agreement shall also govern Licensee’s use of the Third-Party Software. Licensor will have no responsibility with respect to any Third Party Software, and Licensee will look solely to the licensor(s) of the Third Party Software for any remedy. Licensor claims no right in the Third Party Software, and the same is owned exclusively by the licensor(s) of the Third Party Software.
(c) LICENSOR PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO ANY THIRD PARTY SOFTWARE.
6. RESTRICTED USE DURING EVALUATION PERIOD
(a) Licensee’s use of Software during Evaluation Period shall be subject to the terms of this Agreement (except for restrictions on the number of Accounts set forth in paragraph (ii) of section 4 (a)), but shall be limited to the internal Software evaluation for the sole purpose of determining whether Software meets Licensee’s requirements and whether Licensee desires to continue using Software.
(b) Upon expiration of Evaluation Period, Licensee shall do either of the following: (i) continue using Software free of charge subject to paragraph (ii) of section 4 (a); (ii) obtain a Comercial Plan ; or c) uninstall Software. Software contains a feature that will automatically deactivate exceeding Accounts upon expiration of Evaluation Period. Licensee may not disable, destroy, or remove this feature of Software, and any attempt to do so will be in violation of this Agreement and will terminate Licensee’s rights to use Software.
7. LICENSE FEES AND PAYMENTS
Licensee agrees to the terms and conditions of Software purchase published on Licensor’s website at https://pyboxtech.com.
8.1 If Licensee’s use of Software falls under paragraph (ii) of section 4(a), Licensor will provide all generally available Software Upgrades to Licensee free of charge until termination of this Agreement as set forth in section 13.
8.2 If Licensee has obtained Comercial Plan, Licensor will provide all generally available Software Upgrades to Licensee free of charge until terminaion of this Agreement as set forth in section 13.
8.3. Licensor may terminate Upgrade Subscription if:
(a) Licensor is required to do so by law (for example, where the provision of the Software to Licensee is, or becomes, unlawful); or
(b) Licensor elects to discontinue to provide Software, in whole or in part.
9. LIMITED WARRANTY
SOFTWARE IS PROVIDED TO LICENSEE “AS IS” AND WITHOUT WARRANTIES. LICENSOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, AND ITS AFFILIATES, SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
10. DISCLAIMER OF DAMAGES
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, 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 USE OR INABILITY TO USE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(b) IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR SOFTWARE UNDER THIS AGREEMENT OR 5 USD IF LICENSEE RECEIVED SOFTWARE FREE OF CHARGE.
11. EXPORT REGULATIONS
Licensee shall comply with all applicable laws and regulations with regards to: economic sanctions; export controls; import regulations; and trade embargoes (“Sanctions”), including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). Licensee acknowledges that it is not a person targeted by Sanctions nor is it otherwise owned or controlled by or acting on behalf of any person targeted by Sanctions. Further, Licensee acknowledges that it will not download or otherwise export or re-export Software or any related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use Software for any end-use prohibited or restricted by Sanctions.
12. TERM AND TERMINATION
(a) The duration of the license will depend on the license acquired, which can be monthly or yearly.
(b) If Licensee fails to comply with the terms and conditions of this Agreement, Licensor may terminate this Agreement and Licensee’s right and license to use Software. Licensee may terminate this Agreement at any time by notifying Licensor. Upon the termination of this Agreement, Licensee must discontinue use of Software, and delete all copies of Software from its computers and archives.
(b) LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, LICENSOR MAY TAKE ACTIONS SO THAT SOFTWARE NO LONGER OPERATES.
Licensee agrees to be identified as a customer of Licensor and agrees that Licensor may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee’s business in Licensor’s marketing materials and on Licensor’s web site. Licensee hereby grants Licensor a license to use Licensee’s name and any of Licensee’s trade names and trademarks solely in connection with the rights granted to Licensor pursuant to this marketing section.
(a) Licensor reserves the right at any time to cease the support of Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of Software.
(b) This Agreement, including the Third Party Agreements, constitutes the entire agreement between the parties concerning Licensee’s use of Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to Software. No purchase order, other ordering document or any hand written or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Licensee and Licensor.
(c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
(d) Titles are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Either Licensor or Licensee may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and assigns.
For exceptions or modifications to this Agreement, please contact Pybox Technologies S.A. de C.V at:
Address: 12 east street number 2, Civac, Jitepec, Morelos, México. Postal Code: 62578