ASCENSIA DIABETES CARE
END USER LICENSE AGREEMENT
- GRANT OF LICENSE. Ascensia Diabetes Care Holdings AG (“Ascensia”) grants you the right to use one copy of the enclosed software program (the “Software,” Ascensia’s GLUCOFACTSä Deluxe system software), and all related utilities on a single terminal connected to a single computer (i.e., with a single CPU). You may not network the Software or otherwise use it on more than one computer terminal at the same time.
- COPYRIGHT. The copyright in the Software is owned by Ascensia and is protected by Canadian and United States copyright laws and international treaty provisions. You must treat the Software as copyrighted material except that you may either (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk, provided you keep the original solely for backup or archival purposes. You may not copy the written materials accompanying the Software.
- TERM OF LICENSE. If you fail to comply with any term of this Agreement, the license is terminated. If the software is being provided to you on loan, the license will terminate when the loan is terminated. Otherwise, the license will continue until the date when you cease to use the Software, unless, earlier terminated. Upon termination of this Agreement, you shall, at your own responsibility and expense, delete or destroy immediately the Software.
- OTHER RESTRICTIONS. You shall not distribute, rent lease or otherwise transfer all or any part of the Software or written materials to any third party without Ascensia’s prior written consent. You also shall not sublicense, assign, or otherwise transfer all or any part of the rights granted to you by Ascensia under this Agreement without Ascensia’s prior written consent. If Software is an update, any transfer must include the update and all prior versions. You shall not modify, adapt, or translate the Software or accompanying written materials. You also shall not alter or remove copyright and other proprietary notices that appear on or in the Software or accompanying written materials. You shall not, or shall not have a third party, reverse engineer, decompile, disassemble, or translate the Software.
- ENHANCEMENTS AND UPDATES. From time to time, at its sole discretion, Ascensia may provide enhancements, updates or new versions of the Software on its then standard terms and conditions thereof. This Agreement shall apply to such enhancements.
- LIMITED WARRANTY. You assume all responsibility for the selection of the Software as appropriate to achieve the results you intend. Ascensia warrants that the Software shall perform substantially as described in its documentation for a period of thirty (30) days from download. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SOFTWARE IS PROVIDED, AS IS, WITHOUT WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- CUSTOMER REMEDIES. Ascensia’s entire liability and your exclusive remedy shall be, at Ascensia’s option, repair or replacement of the Software that does not meet Ascensia’s Limited Warranty and which is returned to Ascensia. This Limited Warranty is void if failure of the Software has resulted from accident, abuse or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
- NO LIABILITY FOR DIRECT OR CONSEQUENTIAL DAMAGES. Unless otherwise prohibited by local or state law, in no event shall Ascensia or its suppliers, be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of use of or inability to use this Ascensia product, even if Ascensia or its dealer have been advised of the possibility of such damages.
- MISCELLANEOUS. You shall have no right to sub-license any of the rights of this Agreement for any reason. In the event of the breach by you of this Agreement, you shall be liable for all damages to Ascensia, and this Agreement shall be terminated. If any provision of this Agreement shall be deemed to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining portions of this Agreement shall not be affected or impaired thereby. In the event of a legal proceeding arising out of this Agreement, the prevailing party shall be awarded all legal costs incurred.
- ENTIRE UNDERSTANDING. This Agreement constitutes the entire Agreement between the parties for the supply of the Software and its associated user manuals and supersedes all prior arrangements, agreements, representations and undertakings. This Agreement may not be changed or modified except by a written instrument duly executed by each of the parties hereto.
- GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to conflict of laws. Each of the parties hereto agrees to exclusive jurisdiction in the courts of the State of New York.
- TAXES AND DUTIES. You shall be responsible for the payment of all taxes, duties or levies that may now or hereafter be imposed by any authority upon this Agreement for the supply, use or maintenance of the Software, and if any of the foregoing taxes, duties, or levies are paid at any time by Ascensia, you shall reimburse Ascensia in full upon demand.
I acknowledge that I have read this Agreement, understand it and agree to be bound by its terms and conditions.