As identified in this Agreement, “Customer” is the entity that has licensed Software from GE HealthCare; “Software” is software developed by GE HealthCare and/or delivered to Customer by GE HealthCare, and Documentation associated with the software; and “Services” is Product support or professional services. “Subscription” is a limited-term, non-transferable license to access and use a Product, including any associated support Services; “Product(s)” are: (i) Software or Subscription identified “Command Center”; (ii) Services provided for implementation, installation or support and maintenance of Command Center Software; and/or (iii) any product or Service provided by GE HealthCare. “Documentation” is the online help functions, user instructions and manuals regarding the installation and operation of the Product as made available by GE HealthCare to Customer.
GE HealthCare grants to Customer a non-exclusive, limited, termed, non-transferable license to the Command Center Software and Documentation for Customer’s internal business purposes for the agreed Subscription timeframe consistent with the terms of this Agreement. Customer must not: (i) display or make available the Command Center Software or Documentation to any other entity outside the State of [insert State of Customer]; (ii) transfer the Command Center Software or Documentation outside the United States or Customer’s network except as set forth herein; (iii) decompile, disassemble or reverse engineer the Command Center Software or attempt to learn its source code, structure or algorithms; (iv) modify, translate or create derivative works based on the Command Center Software; (v) modify markings, labels or notices of proprietary rights of the Command Center Software or Documentation; (vi) release results of testing or benchmarking of the Command Center Software; or (vii) use the Command Center Software outside of the scope defined in this limited license. The Command Center Software and Documentation is licensed to Customer, but no title to or other ownership interest passes. No rights are granted except as expressly provided in this limited license. Customer is responsible for sending data from Customer source systems to the Command Center Software as specified.
3.2 Subscription Post-Termination or Expiration. Upon termination or expiration of the Subscription, Customer shall: (i) immediately discontinue use of the Products; and (ii) destroy its copies of Subscription Products and Documentation. GE HealthCare is not responsible for and may destroy any Customer-provided information, images or data. GE HealthCare will remove access to the Subscription Products. Customer will be responsible for paying for any services required to migrate Customer data to a replacement solution.
4.1 Software License Support. GE HealthCare will support Software as agreed with Reseller, and to the extent applicable, under its then-current applicable support policy for the Subscription period. Third party product support is not included.
4.2 Access Controls. Customer must: (i) ensure users maintain assigned confidential user credentials and control mechanisms to access the Subscription; and (ii) take reasonable steps to prevent unauthorized access to Products.
THE PRODUCTS ARE PROVIDED AS-IS WITH NO WARRANTY OF ANY KIND. NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, WILL APPLY. DOCUMENTATION IS PROVIDED ‘AS IS’. GE HEALTHCARE DOES NOT GUARANTEE THAT THE COMMAND CENTER SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION.
6.1 Generally. Each party will comply with applicable laws and regulations.
6.2 Security. GE HealthCare is not responsible for: (i) securing Customer’s network; (ii) preventing unauthorized access to Customer’s network or the Product; (iii) backup management; (iv) data integrity; (v) recovery of lost, corrupted or damaged data, images, software or equipment; (vi) third party operating systems; or (vii) providing or validating antivirus or related IT safeguards. GE HEALTHCARE WILL NOT BE LIABLE FOR DAMAGES CAUSED BY UNAUTHORIZED ACCESS TO THE NETWORK OR PRODUCTS REGARDLESS OF A PARTY’S COMPLIANT SECURITY MEASURES.
6.3 Medical Diagnosis and Treatment. All clinical and medical treatment, diagnostic and/or billing decisions are Customer’s responsibility. The Products do not make clinical, medical, diagnostic or billing decisions.
6.4 Data Rights. GE HealthCare may collect, prepare derivatives from and otherwise use non-PHI data related to Products and/or Services for such things as training, demonstration, research, development, benchmarking, continuous improvement and facilitating the provision of its products, software and services. GE HealthCare will own all intellectual property and other rights that could result from this collection, preparation and use. The non-PHI data will not be used to identify Customer or sold by GE HealthCare without Customer’s consent.
6.4 Data Rights. GE HealthCare may collect, prepare derivatives from and otherwise use non-PHI data related to Products and/or Services for such things as training, demonstration, research, development, benchmarking, continuous improvement and facilitating the provision of its products, software and services. GE HealthCare will own all intellectual property and other rights that could result from this collection, preparation and use. The non-PHI data will not be used to identify Customer or sold by GE HealthCare without Customer’s consent.
GE HealthCare owns the Products, Documentation and all intellectual property related to such developed during performance. Customer assigns, and will cause its employees and independent contractors to assign, to GE HealthCare all of its rights to such intellectual property.
The Parties will first attempt to resolve in good faith any disputes. Violation of GE HealthCare’s license, confidentiality or intellectual property rights will cause irreparable harm for which the award of money damages alone is inadequate. GE HealthCare may: (i) seek injunctive relief and any other available remedies; and/or (ii) immediately terminate the license grant and require Customer to cease use of and return the Command Center and its Documentation.
GE HEALTHCARE SHALL HAVE NO LIABILITY FOR CUSTOMER’S USE OF THE SOFTWARE. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR REPUTATIONAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, TIME, OPPORTUNITY OR DATA, REGARDLESS OF THE FORM OF ACTION OR BASIS OF THE CLAIM. THE EXCLUSION OF DAMAGES WILL APPLY EVEN IF THE LIMITED REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
10.1 Confidentiality/Publicity. Each party will treat this Agreement and the other party’s proprietary information as confidential, meaning it will not use or disclose the information to third parties unless permitted in this Agreement or required by law. Customers are not prohibited from discussing patient safety issues in appropriate venues. No party will, without the prior written consent of the other party, use the name of the other party in any publication, press release, public statement, advertising or otherwise.
10.2 Waiver; Survival. If any provision of this Agreement is not enforced, it is not a waiver of that provision or of a party’s right to later enforce it. Terms in this Agreement related to intellectual property, compliance, data rights and terms that by their nature are intended to survive its end will continue in full effect after its end.