Rivers Computer Support, Inc.
Software License Agreement
User does
specifically agree to the terms of this Agreement by virtue of installing or
having installed the Panacea Optometric Practice Management software and the
use of same.
Rivers
Computer Support, Inc., a New York Corporation herein referred to as “Rivers”,
does herby furnish this software upon the terms and conditions herein. User agrees by installing or having
installed the software and the use of said software to be bound by the terms
and conditions hereof.
I. RIGHT TO USE SOFTWARE
Rivers does
hereby agree to furnish, pursuant to the specifications noted herein a license
to use software described as Panacea Optometric Practice Management software to
user. User understands that the license
and installation fees paid to Rivers do not cover the Support Subscription
required to receive continuous software support. The user agrees to pay a Support Subscription fee while using
this product.
As a user,
you may:
1.
Copy
this program into any machine readable form for backup purposes.
2.
Transfer
this software license to another party if the other party agrees to accept the
terms of this agreement. If you
transfer this license, you must at the same time either transfer all copies,
modifications, or merged portions, in whatever form, to the same party, or
destroy those not transferred. You may
not decompile, disassemble, or otherwise reverse engineer this program
3.
Not
use, copy, modify, or transfer this program, in whole or in part, except as
expressly provided for in this agreement.
If you do transfer possession of any copy of the program to another
party except as expressly provided, your license is automatically terminated.
4.
Have
your license to use this program terminated by Rivers if any terms or conditions
of this Agreement are violated.
II. TERM
This license
to use is effective until terminated subject to the payment of the appropriate
fees for its usage.
III. TITLE TO SOFTWARE
Title and
full ownership rights to the Software and all related documentation, data,
information and manuals, including any revisions and updates (“related items”)
furnished hereunder shall remain at all times with Rivers Computer Support,
Inc. licensors. The Software and
related items are subject to the trade secret and other proprietary rights of
Rivers Computer Support, Inc. and/or its licensors. User’s rights in the Software and related items resulting from
this Agreement may not be assigned, licensed, encumbered, or otherwise transferred
voluntarily by operation of law or otherwise without Rivers Computer Support,
Inc. prior written consent, and any such prohibited transfer shall be null and
void.
IV. SUPPORT
User agrees
to pay in addition to license and installation fees a Support Subscription fee
while using the Panacea Optometric Practice Management software. The user can choose the Support Subscription
plan best suited to the needs of the users practice. The initial three months subscription fee is due upon
installation of the software, subsequent subscription fees to be billed to User
by Rivers based on the Support Subscription plan selected. User can change
Support Subscription plans by giving Rivers written notice 45 days before the
change is to be effective. Rivers can
change Support Subscription fees at any time by posting new fees on the Rivers
web site.
V. LIMITED
WARRANTY
Rivers
warrants that this software operates to its published specifications, and will
expeditiously correct any software defects in the product and post software
updates containing the corrections which the user can download and
install. Users have access to the
software download site as long as their Support Subscription fees are current.
Rivers
Computer Support’s sole obligation and liability under the above warranties
shall be, at Rivers Computer Support’s option, either to repair or correct
errors or defects which significantly effect performance, or to refund the
applicable product fee upon return of the applicable Product and related
materials. The above warranties are
contingent upon User’s promptly advising Rivers Computer Support, Inc. in
writing of any errors or defects. The above warranties are contingent upon
proper use in the application for which the Products were intended and are not
applicable to Products which have been modified without Rivers Computer
Support, Inc. approval, or errors/defects due to User neglect or misuse,
accident, electrical power failure, or causes other than ordinary use.
EXCEPT FOR
THE FOREGOING, RIVERS COMPUTER SUPPORT, INC. SHALL HAVE NO LIABILITY TO USER OR
ANY OTHER PARTY FOR ANY GENERAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING
FROM USE OR PERFORMANCE OF THE PRODUCTS.
NO OTHER WARRANTY IS EXPRESSED AND NONE SHALL BE IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
VI. GENERAL
a.
Title
and paragraph headings are for convenient reference and are not a part of this
Agreement. This Agreement supersedes in
full all prior discussions and agreements between the parties relating to the
Products, constitutes the entire agreement between the parties relating to the
Products, and may be modified or supplemented only by a written document signed
by an authorized representative of each party.
b.
Rivers
Computer Support, Inc. shall not be liable for delays in any of its performance
hereunder resulting from an act of God, war, civil disturbance, court order,
labor dispute or other cause beyond its reasonable control.
c.
No
waiver of any breach of this Agreement shall constitute a waiver of any prior,
concurrent or subsequent breach of the same or any other provisions hereof and
no waiver shall be effective unless made in writing and signed by an authorized
representative of each party. In the
event that any provision of this Agreement shall be illegal or otherwise
unenforceable, such provision shall be severed and the entire Agreement shall
not fail on account thereof and the balance of the Agreement shall continue in
force and effect.
d.
All
notices which either party hereto is required or may desire to give the other
party hereto shall be given by addressing the communications to the recipients
last known address, and may be given by certified or registered mail. Such notices shall be deemed given on the
date of receipt (or refusal) of delivery.
e.
This
Agreement shall be enforced in accordance with the laws of the State of New
York, U.S.A.
f.
Rivers
can amend this agreement from time-to-time.
Revised agreements to be posted on the Rivers web site.
g.
User
agrees that Rivers Computer Support, Inc. shall have the right to invoice and
User will pay all costs, including reasonable attorney fees expended in
enforcing provisions of this Agreement and a late payment charge of 1.5% per
month but not in excess of the lawful maximum on the unpaid balance.
This
agreement last revised 12/14/2002