Bonterra End User License Agreement
IMPORTANT - - READ CAREFULLY: Your access to and use of Bonterra, Inc.’s ETO Software (the “Software”) provided or made available to you (“you”) by Bonterra, Inc. (“Bonterra”) or its Licensee (as defined herein) shall be subject to your compliance in all respects with all terms and conditions of this End User License Agreement (“EULA”). The limited license to access and use the Software granted to you by this EULA is granted pursuant to the [Software License and Services Agreement] between Bonterra and Licensee (the “Agreement”), and the license granted to by this EULA shall be limited and controlled in all respects by the Agreement. In the event of any conflict between the Agreement and this EULA, this EULA shall control. This EULA constitutes and expresses the entire agreement and understanding between you, Bonterra and Licensee with respect to your access to and use of the Software and supersedes all previous communications, representative presentations, or agreements, whether written or oral, with respect to the subject matter hereof. Specifically, this EULA shall prevail over any license terms for the Software contained in any agreement between you and Licensee.
BY CLICKING ON THE "I AGREE" BOX, YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA, CLICK THE "I DO NOT AGREE" BUTTON AND YOU WILL NOT BE GRANTED ACCESS TO USE THE SOFTWARE.
The capitalized terms below will have the following meanings when used in this EULA. All other capitalized terms shall have the meaning ascribed to them throughout this document.
1.1 “Licensee” means the authorized licensee of Bonterra who provides the Software to you pursuant to the Agreement.
1.2 “User Data” means any data or information supplied by you to Bonterra or to or through the Software, and any reports, data queries, responses to data queries, or other output generated by the Software using or based on such data or information.
1.3 “Documentation” means all printed or electronic material relating to the Software provided by Bonterra.
1.4 “Designated Online Site” means a website, intranet or extranet site, WAN or LAN network site, other online facility, or pages or portions thereof, through which Licensee provides you authenticated, secure, remote access to the functionality of the Software.
2.1 Subject to the conditions herein, Bonterra hereby grants you, and you hereby accept, a nontransferable, nonsublicenseable, nonexclusive, limited license to access and use the Software in object code form only though the Designated Online Site, solely for your internal business operations, and you shall not permit the Software to be used by or for the benefit of third parties, including without limitation, use as part of a service bureau.
2.2 The Software and this EULA may not be sold, assigned, leased, sublicensed, or otherwise transferred or made available for use by third parties, in whole or in part, by you without Bonterra’s prior written consent.
2.3 You shall not disclose, manipulate, adjust, modify, reconfigure, enhance, analyze, decompile, disassemble, engineer or reverse engineer the Software or its source code, seek to discover or decipher the source code or the architecture, libraries, utilities, code, or other internal aspects of the Software, or attempt to do any of the foregoing, and shall not permit any of your employees, agents, consultants, contractors, or other third parties to do so or attempt to do so.
2.4 You hereby acknowledge and agree that Bonterra is the sole owner of all copyright, patent, trademark, trade secret and other proprietary or intellectual property rights in and to the Software, including but not limited to the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, screen displays, and report formats associated therewith. SSG reserves all rights in and to the Software and the Designated Online Site not expressly granted to you hereunder.
You will be issued a username and password (collectively, “Login”) that will allow you to access the Software through the Designated Online Site. You shall not assign or transfer your Login to any other person or entity without Bonterra’s permission. You shall maintain and be responsible for the security of you Login and shall be liable for any access or use occurring through your Login. You must promptly inform Bonterra of any apparent breach of security, such as loss, theft or unauthorized disclosure or use of your Login of which you are aware.
4. USER OBLIGATIONS.
4.1 Except as otherwise provided herein, you shall have sole responsibility for acquiring and maintaining your own technology environment, including but not limited to PC’s, laptops, operating systems, servers, Internet access, local area networks and wide area networks. You shall also be responsible for making any necessary modifications to firewalls, proxy servers and other hardware and software necessary to use or access the Software and/or the Designated Online Site.
4.2 You agree that you are solely responsible for any and all User Data you send or display through the Designated Online Site, and Bonterra does not accept, and hereby expressly disclaims, any and all liability with respect to same.
4.3 You hereby agree to comply with all applicable federal, state and local laws, rules, regulations and orders (collectively, “Laws”) including, without limitation, all present and future laws and regulations relating to the privacy of individually identifiable medical, financial or other information including, without limitation, the Health Insurance Portability and Accountability Act of 1996, Subtitle D (Privacy) of the HITECH Act of 2009, and the rules and regulations promulgated thereunder (collectively “HIPAA”). You shall take all reasonable measures to safeguard, and take all precautions reasonably necessary, including but not limited to sufficient testing and investigation of the Designated Online Site, to ensure the security and privacy of all Protected Health Information (as defined by HIPAA) received, stored or used by you pursuant to this EULA; and will in all matters and transactions fully comply with the Privacy Standards and Security Provisions of HIPAA.
4.4 To the extent that access to and use of the Software through the Designated Online Site outside the United States is permitted by Bonterra, you shall be solely responsible for complying with all export or re-export restrictions and regulations imposed by the government of the United States. You may access and use the Software and Designated Online Site for its intended purpose as identified by Bonterra.
4.5 You shall not delete, remove, modify, obscure, fail to reproduce or in any way interfere with any proprietary, trade secret, or copyright notice appearing on or incorporated in the Software or the Designated Online Site.
4.6 Before recycling, discarding, or disposing of any media or equipment that contain the Software, you shall permanently erase or otherwise destroy the Software contained therein.
5.1 This EULA shall terminate immediately upon:
5.1.1 a breach of this EULA by you;5.1.2 expiration or termination of any agreement between you and Licensee; or5.1.3 expiration or termination of the Agreement.