DRS. CRONIN AND GUNN CAIRS PLANNING TOOL LICENSE AGREEMENT
PLEASE READ THIS CAIRS PLANNING TOOL LICENSE AGREEMENT (THIS “AGREEMENT”) BY SCROLLING DOWN. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”) AND DRS. CRONIN AND GUNN. BY CHOOSING “I ACCEPT” ON THIS SCREEN, LICENSEE IS AGREEING TO THE TERMS OF THIS AGREEMENT. IF LICENSEE CANNOT ACCEPT THE TERMS OF THIS AGREEMENT, USE THIS OPPORTUNITY TO DECLINE. LICENSEE’S ACCESS TO AND USE OF THE WEB-BASED CAIRS PLANNER PROVIDED BY DRS. CRONIN AND GUNN TO LICENSEE (THE “PLANNER”) IS COVERED BY THE TERMS OF THIS AGREEMENT.
1. LICENSE
Subject to the terms and conditions of this Agreement, Drs. Cronin and Gunn grant to Licensee a royalty-free, non-transferable, limited, non-exclusive license solely to access and use the Planner for the limited purpose of planning CAIRS “Corneal Allogenic Intrastromal Ring Segment” procedures. Licensee agrees to use commercially reasonable efforts to protect the Planner from unauthorized use, modification, reproduction, distribution and publication. Any rights not expressly granted herein are reserved by Drs. Cronin and Gunn.
2. COPYRIGHT
The Planner is owned by Drs. Cronin and Gunn and/or its affiliates and is protected by Australian copyright laws and international treaty provisions. Drs. Cronin and Gunn and/or its affiliates owns and retains all right, title and interest in and to the Planner, including patents, trademarks, copyrights, trade secrets and other intellectual property rights embodied or contained therein. Therefore, Licensee may not use, copy or distribute the Planner without Drs. Cronin and Gunn’s prior written authorization.
3. RESTRICTIONS
Licensee may not rent, lease, license, or loan the Planner to any other third party or entity. Use of the Planner is strictly limited to Licensee under this Agreement. Licensee may not, except to the extent the following restrictions are expressly prohibited by applicable law, (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Planner or permit others to do so, (ii) copy the Planner technology or use the Planner for any commercial purpose, or any public display without the prior written authorization of Drs. Cronin and Gunn, or (ii) rent, lease, grant a security interest in, or otherwise transfer rights in the Planner. Licensee may not make corrections to, or otherwise adapt or modify, or create derivative works based upon the Planner.
4. DATA COLLECTION
Through Licensee’s use of the Planner, Licensee may be inputting patient data subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the General Data Protection Act in the EU and similar legislation in other jurisdictions. The Licensee agrees that they will not enter any identifiable patient information into the Planner. This includes but it not limited to Names and Initials including in any notes section.
5. NO WARRANTIES
THE PLANNER IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY WHATSOEVER. ANY INFORMATION PROVIDED BY THE PLANNER IS PROVIDED FOR LICENSEE’S CONVENIENCE, BUT SHOULD NOT BE USED FOR FINAL DIAGNOSIS OR AS A SUBSTITUTE FOR LICENSEE’S MEDICAL EXPERTISE. WHILE EFFORTS HAVE BEEN MADE TO MAKE THE INFORMATION PROVIDED BY THE PLANNER HELPFUL AND ACCURATE, DRS. CRONIN AND GUNN DO NOT WARRANT THE ACCURACY OF THE INFORMATION OBTAINED FROM THE PLANNER. LICENSEE ASSUMES ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE PLANNER TO ACHIEVE LICENSEE’S INTENDED RESULTS AND FOR THE USE OF AND RESULTS OBTAINED FROM THE PLANNER. DRS. CRONIN AND GUNN MAKE NO WARRANTY THAT THE PLANNER WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE, AND LICENSEE AGREES THAT DRS. CRONIN AND GUNN SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, FOR THE ACCURACY OR TIMELINESS OF THE SERVICE OR PRODUCT, OF THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE PLANNER, OR FOR ANY DECISION MADE OR ACTION TAKEN BY LICENSEE IN RELIANCE UPON THE PLANNER, OR FOR ANY INTERRUPTION OR DELAY OF ANY DATA, MATERIAL, OR ANY OTHER ASPECT OF THE PLANNER.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRS. CRONIN AND GUNN DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE PLANNER.
LICENSEE HEREBY ACKNOWLEDGES THAT THE PLANNER MAY NOT BE AVAILABLE OR MAY BECOME UNAVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE PLANNER, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, ACTIONS AND OMISSIONS OF THIRD PARTIES, OR ANY OTHER CAUSE REASONABLY BEYOND THE CONTROL OF DRS. CRONIN AND GUNN. THEREFORE, DRS. CRONIN AND GUNN EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR PLANNER AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE.
6. LIMITED LIABILITY
LICENSEE ASSUMES THE ENTIRE COST OF ANY DAMAGE RESULTING FROM LICENSEE’S USE OF THE PLANNER AND THE INFORMATION CONTAINED IN OR COMPILED BY THE PLANNER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DRS. CRONIN OR GUNN BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE PLANNER) ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE PLANNER, EVEN IF EITHER OR BOTH DRS. CRONIN AND GUNN HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL DRS. CRONIN AND GUNN’S TOTAL LIABILITY TO LICENSEE FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUM OF $500.00.
7. TERMINATION OF SERVICE; CHANGES TO AGREEMENT.
Drs. Cronin and Gunn reserve the right to deny or terminate Licensee’s access to or use of the Planner, without notice and without limitation, for any reason whatsoever, including, but not limited to, Licensee’s breach of any provision of this Agreement. In the event of any such termination by Drs. Cronin and Gunn, neither Dr. Cronin nor Dr. Gunn will have any liability to Licensee. Drs. Cronin and Gunn reserve the right to revise this Agreement at any time, effective upon posting the revised Agreement on its website without other notice to Licensee except as required by law.
8. GENERAL
If any part of this Agreement is contrary to, prohibited by, or deemed invalid or unenforceable under applicable laws or regulations, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited, invalid or unenforceable, but the remainder thereof shall not be invalidated thereby and shall be given effect so far as possible.
Licensee shall be deemed to be an independent contractor for all purposes. Neither Licensee nor any agent, representative, associate or employee of Licensee shall be considered an agent, representative or employee of Drs. Cronin or Gunn for any purpose including, but not limited to, workers’ compensation insurance, unemployment insurance, social security insurance, federal, state and local taxes.
This Agreement is governed by and interpreted in accordance with the laws of AUSTRALIA, excluding its principles of conflict of laws and the United Nations Convention on Contracts for the Sale of Goods. Once Licensee has read this Agreement, and agreed to its terms and indicated such acceptance by clicking below, Licensee will be bound by the terms of the Agreement. Drs. Cronin and Gunn may terminate this Agreement at any time if Licensee violates its terms. Any waiver by Drs. Cronin and Gunn of any term of this Agreement will not be considered a continuing waiver of such right. This Agreement constitutes the sole and entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, representations, understandings, and arrangements, whether written or oral, between the Parties concerning the subject matter hereof.