TERMS AND CONDITIONS

END-USER LICENSE FOR CAE HEALTHCARE’S HEALTHCARE EDUCATION PRODUCTS (THE “PRODUCT(S)”)

THIS IS A LEGAL AGREEMENT. PLEASE READ THIS DOCUMENT CAREFULLY.

The software you are about to access is provided to you pursuant to the purchase of the Product by the legal entity which employs you, or which you represent (the “Licensee” or You”), from CAE Healthcare. This purchase of the Product is subject to CAE Healthcare’s Healthcare Education Products General Terms and Conditions (the “HEPGTC”) and this End-User License agreement (“License”).

This License governs the grant of licenses for the software, in object code only, embedded in or bundled with the Product or required to operate the Product, as the case may be (“Software”), as well as all related Product documentation and information (“Data”) supplied by CAE Healthcare either with or separately from the Product, which items as indicated in the HEPGTC are not sold but licensed.

Acceptance of these terms and conditions must be without modification of any of the terms, conditions and notices contained herein. Consequently, please be sure to read the terms of this License carefully.

If You do not accept these terms, conditions and other provisions in their entirety, without modification of any sort, then click the "DECLINE" button below and your access to the Software and Data is prohibited.

1. DEFINITIONS AND INTERPRETATION

1.1 The preamble forms an integral part of this License.

1.2 Terms with a capital letter defined in the Preamble have the meaning indicated in the Preamble. Whenever used in this License, the following terms have the meaning set out below:

(a) “Confidential Information" means any and all scientific and technical information which is in the possession of, or belonging to, CAE Healthcare and relating to the Product, including without limitation, all Data, Software, trade secrets, know-how, processes, methodologies, samples, components, analyses, compilations, guides and other information or documents prepared by CAE Healthcare, its subsidiaries and affiliates and/or their officers, servants, agents, representatives, employees or advisers which contain or are otherwise generated from or reflect any CAE Healthcare proprietary information, whether or not covered by intellectual property rights or explicitly designated as confidential or proprietary, which is disclosed by any means in written, oral, electronic, or any other form.

(b) “Purpose” means the use of the Software and the Data solely for the operation and maintenance of the Product, and the use of the Product solely as an educational tool.

2. LICENSE

2.1 In consideration of Licensee’s agreement and compliance with the terms and conditions contained in the HEPGTC and in this License, CAE Healthcare grants to Licensee, and Licensee accepts, a personal, non-exclusive, non-transferable license to use the Software and Data exclusively with the Product, and with the computer on which this License appears.

2.2 Except for the License granted herein, CAE Healthcare grants no express or implied right under any patent, copyright, mask work right, trademark, know how or other intellectual property rights. Without limiting the foregoing, the Licensee shall not obtain any rights to CAE Healthcare’s property, or any part thereof, by implication, estoppel or otherwise. Title to and full ownership of any trade secrets and other intellectual property rights related to the Product and components thereof shall remain with CAE Healthcare and, if applicable, its suppliers. For clarification, Licensee agrees that the source code for the Software is a trade secret of CAE Healthcare and only CAE Healthcare shall have the right to alter, maintain, enhance or otherwise modify the Software.

2.3 Without limiting the foregoing or any other terms in this License, Licensee shall, and shall ensure that any person authorized to access the Product, which are limited to Licensee’s employees, agents, representatives, medical staff and students (“Authorized Users”):

(a) not copy (save and except for normal back up and disaster recovery purposes provided such copy shall include CAE Healthcare’s copyright and any other proprietary notices indicated on the Software and Data), ghost, export or produce any derivative works from the Product, or any part thereof, not network the Product without CAE Healthcare’s prior written approval, or make it available for concurrent use;

(b) not sell, attempt to sell or transfer (unless in compliance with the HEPGTC), sublicense, encumber the Software or Data;

(c) not modify the Product in any way, combine with other programs, or reverse engineer, screen scratch, decompile or disassemble any Software nor otherwise attempt to create or derive the source code related thereto;

(d) not deface or remove any copyright or proprietary notices;

(e) not use the Product without the Key, if provided with the Product, or attempt to develop or develop any means or technology which would enable Licensee to bypass the use of the Key to operate the Product;

(f) prevent anyone other than Authorized Users from accessing or using the Product;

(g) not incorporate the Product, in whole or in part, to any product or service that Licensee would make available to a third party, on a commercial basis or not.

2.4 Notwithstanding anything else contained in this License, in no event shall Licensee use the Product and/or Confidential Information to enable, support, or otherwise aid Licensee or a third party to develop any product, software or service competitive with any of CAE Healthcare’s products.

2.5 Licensee agrees to grant CAE Healthcare, its agents and representatives, at any time during Licensee’s normal business hours and upon reasonable prior notice, the right to access to Licensee’s premises, to ensure that the use of the Product is done at all times in compliance with the terms and conditions of this License.

2.6 CAE Healthcare reserves the right to embed a software security mechanism within the Product to monitor usage of the Product to verify Licensee’s compliance with this Agreement, as well as to control access to the Software through use of: a) a hardware lock device and/or b) a license administration software and/or c) a license authorization key (collectively, the “Key”).

2.7 Some Products may provide Licensee with the option of saving and reproducing the images created by such Products (“Work”) during their use. In this regard, Licensee hereby recognizes that the entire rights, title and interests in and to such Work remain the exclusive property of CAE Healthcare. Licensee shall not modify such Work in any way whatsoever and shall not remove or alter any CAE Healthcare notices. However, Licensee is permitted to produce and reproduce such Work only for noncommercial educational purposes.

3. FEEDBACK

Licensee agrees to provide CAE Healthcare, from time to time, with comments, suggestions, data, information or feedback (“Feedback”) on the Product. Licensee acknowledges and agrees that such Feedback may be freely used by CAE Healthcare, at its sole discretion, for the design, development, improvement, marketing and commercialization of its products and services, without any restrictions based on confidentiality or intellectual property rights.

4. TERM AND TERMINATION

4.1 This License shall become effective as of the date of Your execution of this License and shall remain in effect until terminated as provided hereafter

4.2 This License terminates immediately upon termination of the HEPGTC.

4.3 CAE Healthcare may terminate this License immediately, upon written notice, should Licensee:

(a) fail to comply with any of the terms and conditions of this License;

(b) terminate or suspend its business; make an assignment for the benefit of creditors, or any proceedings are instituted by any party or against it seeking to declare it bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property;

4.4 Upon termination of this License, Licensee agrees to immediately discontinue use of the Confidential Information and the Product, and to return same to CAE Healthcare as well as any copies, summaries or extracts thereof, with any associated CD ROM(s), DVD, keys, dongles or other devices as may be directed by CAE Healthcare. At CAE Healthcare’s request, Licensee shall promptly provide a written certificate signed by an officer of Licensee confirming that such items have been returned to CAE Healthcare or destroyed as so directed by CAE Healthcare.

4.5 The following shall survive and continue in full force and effect notwithstanding any termination of this License: the obligations of Licensee under Sections 2 (License), 5 (Non-Disclosure); as well as any other clauses which by their nature and context are intended to survive.

5. NON-DISCLOSURE

5.1 Licensee agrees to keep this License and all Confidential Information obtained hereunder in strict confidence, and shall only disclose same a) to Authorized Users solely for the Purpose and provided such access to the Product conforms, at all times, to the terms and conditions governing the use of the Product contained herein, or b) if required to be disclosed by law, and only to the extent of such disclosure and limited to the purpose requested, with prior notice to CAE Healthcare to permit it to seek an appropriate remedy to prevent the disclosure, or alternatively to agree to the terms of such disclosure.

5.2 The obligations of confidentiality, use and non-disclosure referred to in this Section 5 shall not apply to information which: (i) is or becomes publicly available through no fault of Licensee; (ii) was already in the rightful possession of Licensee prior to its receipt from CAE Healthcare; (iii) is independently developed by Licensee, provided it is not, in whole or in part, related to the Product; and (iv) is obtained by Licensee in good faith and on a non-confidential basis and without a use restriction from a third party who lawfully obtained and disclosed such information. However, Confidential Information does not come within the foregoing exceptions merely because features of it may be found separately or within a general disclosure in the public domain.

5.3 Licensee agrees to be responsible for enforcing the terms of this Section 5 and to take such action, legal or otherwise, to the extent necessary to cause anyone having access to the Confidential Information to comply with the terms and conditions set forth herein (including all actions that Licensee would take to protect its own trade secrets and confidential information but with not less than reasonable care). Licensee shall be responsible and indemnify, defend and hold harmless CAE Healthcare for any default caused by any such persons.

6. IRREPARABLE HARM

6.1 Licensee acknowledges that the Software and Data constitute a special, irreplaceable asset of great value to CAE Healthcare, and that a breach, in any way, of any of Licensee’s obligations under Sections 2 (License), and 5 (Non-Disclosure) hereof would cause serious and irreparable harm to CAE Healthcare which may not be adequately compensated for in damages. If the Licensee breaches any of such provisions, Licensee consents to an injunction being issued against it restraining it from any further breach of such provision, without derogation from any other remedy which CAE Healthcare may have in the event of such a breach.

7. WARRANTY, LIMITATION OF LIABILITY

7.1 THE SOLE WARRANTIES PROVIDED BY CAE HEALTHCARE ARE LIMITED TO THE WARRANTIES PROVIDED IN THE HEPGTC. ANY WARRANTIES PROVIDED ARE PERSONAL AND NOT TRANSFERABLE.

7.2 CAE HEALTHCARE’S LIABILITY SHALL IN NO CIRCUMSTANCES EXCEED THE LIMITATION OF LIABILITY INDICATED IN THE HEPGTC. LIABILITY, IF ANY, SHALL BE SOLELY FOR DIRECT DAMAGES, NOT TO EXCEED ON A CUMULATIVE BASIS THE AMOUNT PAID BY LICENSEE FOR THE PRODUCT.

8. GOVERNING LAW

8.1 This Agreement shall be governed by, subject to, and interpreted according to the laws of the State of Florida, U. S. A., without regard to its conflict of law rules. In all cases, the Parties expressly exclude and waive the application of the United Nations Convention on Commercial Agreements for the International Sale of Goods (1980) (Vienna Sales Convention) as amended.

8.2 The exclusive forum for the resolution of any and all disputes arising out of or in connection with this Agreement shall be a court of appropriate jurisdiction located in the State of Florida, U.S.A. Each Party hereby waives any right that it might otherwise have to object to such venue or seek dismissal of the action on the basis of forum non-conveniens. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.3 Notwithstanding the foregoing, if a party seeks injunctive proceedings to preserve confidentiality obligations or intellectual property rights, then it is entitled to seek relief before the competent court/body of any jurisdiction.

9. MISCELLANEOUS

9.1 United States Government Customer: If Licensee is the United States Government (“U.S. Government”) or a unit or agency of the U.S. Government, the Software and Data are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212 b) as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Software and/or Data by the U. S. Government, or any of its units or agencies shall be governed solely by the terms of this License and the HEPGTC. Any technical data provided by CAE Healthcare with the Product that is not covered by the above provisions is deemed to be "technical data-commercial items" pursuant to DFAR Section 252.227.7015(a).

9.2 Amendment. This License may only be amended by the duly authorized representatives of CAE Healthcare.

9.3 No Waiver: The failure of CAE Healthcare to enforce at any time any of the provisions of this License, or to require at any time the performance by Licensee of any of the provisions hereof, shall not be construed to be a waiver of such provisions, nor in any way affect the validity of this License or any part thereof, or the right of CAE Healthcare thereafter to enforce any such provision.

9.4 No third-party beneficiaries. Nothing in this Agreement shall be construed as creating or giving rise to any rights for any third parties or any persons other than the parties to this Agreement.

9.5 Notices: Notices or communications pertaining to this Agreement must be given in writing and delivered to the addressee as indicated in the HEPGTC.

9.6 Preamble/Headings. The preamble forms an integral part of this Agreement. The division of this Agreement into Clauses, Articles, sections, subsections and other subdivisions and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement.

9.7 Severability. If any one or more of the provisions of this License shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

9.8 Assignment and Succession. Licensee may not assign or delegate this Agreement in whole or in part, expressly or by operation of law, without CAE Healthcare’s prior written consent. CAE Healthcare may assign this Agreement, in whole or in part, and/or its rights and obligations, in CAE Healthcare’s sole discretion, to any party. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their permitted successors and assigns. Any assignment of this Agreement, or any license granted herein, in violation of the provisions of this Section shall be void.

9.9 Entire Agreement. This License constitutes the complete agreement of the parties with respect to the subject matter referred to herein, and supersede any other agreements, written or oral, concerning the subject matter hereof.

9.10 Language. The parties declare that they have requested and hereby confirm their express wish that this License, and related agreements and documents be drawn up in the English language and that any notification, letter or any other communication from a party to the other pertaining thereto shall be solely in the English language.

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