LobbyCentral On-Premise License Agreement Updated May 15, 2018
This agreement replaces all prior versions of the On-Premise License Agreement. Your continued use of the software binds you to the terms of this agreement.
LOBBYCENTRAL LICENSE AGREEMENT
This On-Premise License Agreement or “end user license agreement” (the “EULA”) is a binding legal agreement between you (“You”) and Fuhr Software, Inc. ("LICENSOR") for the materials accompanying this EULA, including the accompanying computer software, associated media, printed materials and any "online" or electronic documentation ("SOFTWARE"). By installing the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or attempt to use the Software.
This agreement replaces all prior versions of the LobbyCentral On-Premise License Agreement. Your continued use of the software binds you to the terms of this agreement.
A. “You” means you as an individual and any individual that uses the software.
B. “Software” means all modules, applications developed by the Licensor and made available to use for your exclusive use.
C. “Exclusive Use” means use by you and all individuals that are employed with your entity.
D. “Non-Perpetual License” means a license that has an expiration date and is not no longer valid for use beyond the expiration date.
E. “Perpetual License” means a license that does not have an expiration date and may be used by you for your exclusive use indefinitely.
F. “EULA” means this agreement between you and all individuals that use the software.
1. Grant of License
The Software is the sole property of Licensor and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. This EULA grants you the following rights:
A. You may purchase a perpetual license or a non-perpetual license subscription. A perpetual license does not expire and is for your exclusive use. A non-perpetual license is valid for a specified number of days that is set forth by the Licensor.
B. You may install, use, access, display and run only one copy of the Software, on a single network server ("Server").
C. You may make a second copy for your exclusive use for testing purposes only.
D. A license for the Software may not be shared or used concurrently on different Servers.
E. Your license rights under this EULA are non-exclusive. All rights not expressly granted herein are reserved by Licensor.
F. You may not sell, transfer or convey the Software to any third party without Licensor's prior express written consent.
G. If you install the software without purchasing a license, you are subject to the evaluation terms set forth in the Grant of License for Evaluation.
2. Grant of License for Evaluation
A. An evaluation license is non-perpetual. You are granted the use an evaluation license for your exclusive use. The evaluation period begins on the date the software is installed and expires 30 consecutive days after the date the software is installed.
B. You may use the software for a period of no more than thirty (30) consecutive days from the date the software is installed, without payment for the sole purpose of evaluating and testing the software with other third-party systems.
C. You may receive limited technical support (“support services”) for the software. You may not contact Licensor for technical support by telephone, mail, or any other means of communications except for using the Licensor’s online support center at http://support.lobbycentral.com. Licensor is not obligated to provide support services to you or your third-party for any reason.
D. Licensor will not provide support services to you or third-party companies for the development of applications that use the software’s Application Programming Interface (“API”).
E. Use of the software including the API during the evaluation period is at your own risk.
F. Licensor reserves the right to terminate an evaluation license at any time and for any reason.
G. You may not use the software or the API beyond the expiration date of the evaluation period.
3. Price, Payment, and Due Date
A. To use the license beyond the Evaluation period set forth in the terms of Grant of License for Evaluation, you must purchase a license or a license subscription from the Licensor.
B. Payment for license, license subscription, or support services is due within 30 days from the date on the invoice that is sent to you by the Licensor.
C. Licensor reserves the right to refuse payment and cancel your license, license subscription, or support services for any reason.
D. Licensor may suspend support services for past-due payment on invoices sent to you by the Licensor.
E. Licensor will send invoices electronically by email to you 30 days before payment is due for products and services shown on the applicable invoice.
F. Licensor may charge a reinstatement fee for unpaid invoices.
4. Support Services
A. This EULA is a license of the Software only and Licensor does not assume any obligation to provide maintenance, patches or fixes to the Software. Licensor further disclaims any obligation to provide support or to prepare and distribute modifications, enhancements, updates and new releases of the Software.
B. You must purchase a Basic or Premium support service plan to receive software updates, patches, fixes, and technical support from the Licensor.
C. Basic support plan services allow you to contact the Licensor’s support service online using the Licensor’s support website at http://support.lobbycentral.com or by emailing email@example.com.
D. Premium support plan services grant you Basic support service and additionally the ability to contact Licensor’s support services by telephone during the posted support hours and days.
E. Unless otherwise noted, Basic and Premium support plans are valid for a period of 365 (365) days from the purchase date of the plan.
F. Support service plans automatically renew every 365 days until cancelled by you. You must contact the Licensor thirty (30) days before your current support service plan expires to cancel the renewal. To cancel, you must send an email to firstname.lastname@example.org including your company name, expiration date of your current plan, and your intent to cancel the subscription.
G. There are no pro-rated refunds for any unused portion of a support services plan that is cancelled after thirty (30) days of the purchase date of the support service plan.
5. Replacement, Modification and/or Upgrades
A. Licensor may, from time to time, and for a fee, replace, modify or upgrade the Software. When accepted by you, any such replacement or modified Software code or upgrade to the Software will be considered part of the Software and subject to the terms of this EULA (unless this EULA is superseded by a further EULA accompanying such replacement or modified version of or upgrade to the Software).
B. You may only download an update to the software if you have a valid and non-expired support services plan.
6. Term and Termination
A. If you have a Perpetual License, You may terminate this EULA at any time by destroying all your copies of the Software. Your license to the Software automatically terminates if you fail to comply with the terms of this agreement. Upon termination, you are required to remove the Software from your computer and destroy any copies of the Software in your possession.
B. If you have a Non-Perpetual License, your term is the period agreed to when you purchase the Non-Perpetual License. Your initial term will automatically renew for additional identical term periods unless you notify Licensor in writing thirty (30) days in advance of the end date of the current term. You will continue to be charged until you terminate your account and Licensor will not refund of any payments to any user that has not properly terminated their account per this EULA. Upon termination, you are required to remove the Software from your computer and destroy any copies of the Software in your possession.
7. Use of the Software
You are solely responsible for your own use of the Software, all use of the Software by your customers or clients, and for any consequences thereof or arising therefrom. You agree that you will use the Software in compliance with this EULA, all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. Violation of any of the foregoing will result in immediate termination of this EULA and any support services you may be entitled to and may subject you to state and federal penalties and other legal consequences. Licensor reserves the right, but shall have no obligation, to investigate your use of the Software in order to determine whether a violation of this EULA has occurred or to comply with any applicable law, regulation, legal process or governmental request.
The Software allows for users to check-in with only first name and last initial. However, this feature is by default turned off must be enabled by You.
9. Copyright and Registered Marks
All title, copyrights, and trademarks in and to the Software (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by Licensor or its suppliers. If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. Except for any copies of this EULA, you may not copy the printed materials accompanying the Software.
10. Prohibited Activities; Enforcement of Policies
By agreeing to this EULA, You agree not to:
A. Authorize or encourage any third party to: (i) use the Software to upload, store, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Licensor; (ii) upload, store, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; or (iii) use the Software for any fraudulent or inappropriate purpose;
B. Except as expressly permitted herein, use the Software for any purposes other than for the check-in services that are the intended use of the Software;
C. Use the Software to impersonate any person or entity, falsely claim an affiliation with any person or entity, or access accounts of others without permission, forge another persons' digital signature or identity, misrepresent the source, identity, or content of information transmitted via the Software, or perform any other similar fraudulent activity;
D. Use the Software for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
E. Use the Software to defame, harass, abuse, threaten or defraud users of the Software, or collect, or attempt to collect, personal information about users or third parties without their consent;
F. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Software, features that prevent or restrict use or copying of any content accessible through the Software, or features that enforce limitations on the use of the Software;
G. Reverse engineer, decompile, disassemble, alter, duplicate, modify, rent, lease, loan, sub-license, make copies of, create derivative works, or otherwise attempt to discover the source code of the Software or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
H. Export, ship, transmit or re-export software in violation of any applicable law or regulation including but not limited to Export Administration Regulations issued by the U. S. Department of Commerce; or
I. Allow any user under the age of 13 to use the Software.
11. Disclaimer of Warranties
LICENSOR AND ITS SUPPLIERS PROVIDE THE SOFTWARE "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, of lack of errors, mistakes, or inaccuracies in the Software, OF LACK OF VIRUSES, bugs, or Trojan horses, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. additionally, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NON-INFRINGEMENT of any third-party intellectual property rights. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE IS WITH YOU. User agrees not to hold LobbyCentral, its officers, directors, employees or agents liable for any of the foregoing whether based on warranty, contract, tort, or any other legal theory, and whether or not licensor is advised of the possibility of such damages.
You are solely responsible for all aspects of your use of the software including how you use the software, the questions you ask your customers or clients when using the software, the information you collect from your customers or clients when using the software, how you store the information and data procured from your use of the software, what you do with such information or data from your use of the software, and for any violations of the terms of this EULA.
12. Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. Indemnifications and Hold Harmless
You agree to defend, indemnify and hold harmless Licensor, its affiliated companies, officers, directors, employees and agents from and against all claims, demands, suits, costs, damages, and expenses, including but not limited to attorneys' fees and reasonable settlements that Licensor may sustain or incur by reason of (a) use of the Software, (b) breach, alleged breach or violation of the foregoing warranties, representations and covenants, (c) any violation of any third party right arising from your use of the Software, (d) any claim that use of the Software by your customers or clients caused damage to a third party, or (e) any other violation of this EULA. Your obligation to defend, indemnify and hold harmless Licensor shall survive these the termination of any license between You and Licensor
14. Data Security
You agree to take reasonable measures to ensure the safety and security of all data that is being stored and transmitted by the Software, including but is not limited to:
- Require users to change their passwords on a recurring schedule, such as every 90 days.
- Requiring users to lock their workstation or to log out of the software when leaving the workstation unattended. ∙ Prohibit users from sharing or storing software credentials.
- Prevent unauthorized access to the software database and server software.
- Require transmitted data sent from the local network through the internet is performed using SSL (secure socket layer).
- Require database encryption to protect the data at rest.
- Disable user accounts for employees no longer employed at your business.
- Disable and remotely erase stolen or misplaced mobile devices used with the Software, including iPads, iPhones.
- Prohibit users from downloading, transferring, or storing data from the Software onto external data storage devices such as USB sticks and mobile phones.
- Prohibit users from removing reports generated by the Software from the business’ premises.
- Prohibit users from sharing, transferring, or selling data from the Software to third-parties.
15. Covered Entities Under HIPAA, 42 C.F.R 160, § ET SEQ.
THE SOFTWARE DOES NOT COMPLY WITH HIPAA AND LICENSOR IS CURRENTLY NOT PREPARED TO ACT AS A BUSINESS ASSOCIATE AS THAT TERM IS DEFINED UNDER HIPAA. IF YOU ARE A COVERED ENTITY UNDER HIPAA, WE ASK THAT YOU DO NOT USE THE SOFTWARE FOR THE PURPOSES OF PATIENT SIGN-IN OR ANY OTHER PURPOSE WHICH RESULTS IN THE USE, DISCLOSURE, STORAGE OR TRANSMISSION OF PROTECTED HEALTH INFORMATION (“PHI”). LICENSOR DOES NOT UNDERTAKE ANY AFFIRMATIVE DUTY TO LEARN WHETHER YOU ARE USING THE SOFTWARE FOR ANY PURPOSE WHICH RESULTS IN THE USE, DISCLOSURE, STORAGE OR TRANSMISSION OF PHI; HOWEVER, IF LOBBYCENTRAL LEARNS THAT YOU ARE USING, DISCLOSING, STORING OR TRANSMITTING PHI BY USE OF THE SOFTWARE, WE WILL IMMEDIATELY TERMINATE YOUR USE OF THE SOFTWARE AND/OR TERMINATE YOUR ACCOUNT AND THIS AGREEMENT. SHOULD YOU USE THE SOFTWARE IN CONNECTION WITH ANY PHI, YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS (INCLUDING ATTORNEYS’ FEES) FOR THE COST OF ANY BREACH, FINE AND/OR OTHER CONSEQUENCE OR DAMAGE AS A RESULT OF YOUR USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE COST ASSOCIATED WITH ANY HIPAA VIOLATIONS. Should you use the SOFTWARE in connection with any phi, Remote technical support assistance is not available to you, Licensor cannot access the software installed on your server or monitor your use of the SOFTWARE, including the type of data being collected, stored, or transmitted. You are solely responsible for the safety and security of all data collected, transmitted, and stored using the software. If you do not agree with tHIS EULA, you may not purchase, install, or use the LobbyCentral software.
The Software may not be used be collect, store, or transmit protected health information including but not limited to:
- patient name
- patient billing
- lab results
- pharmacy orders
- patient health information with or without patient name
- any other protected health information (PHI) covered under HIPAA
16. Miscellaneous Terms
This EULA shall be governed by and construed in accordance with the laws of the State of Ohio, except for its conflicts of laws principles. User consents to the exclusive jurisdiction and venue in the state and federal courts in Franklin County, Ohio. Licensor may transfer and assign this EULA and ownership of the Software without restriction. You may not transfer or assign any of your license under this EULA without written permission from Licensor. By agreeing to this EULA, You affirm and warrant that You are legally competent to enter into this EULA, and the conditions, obligations, affirmations, representations, covenants and warranties set forth herein. If any term of this EULA is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect. No waiver of any right under this EULA will be deemed effective unless contained in writing signed by a duly authorized representative of the party against whom the waiver is to be asserted, and no waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future rights arising out of this EULA. This EULA constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this EULA by any representations or promises not specifically stated herein.
By accepting this EULA, you agree to allow Licensor to send you periodic emails including but not limited to system maintenance announcements, newsletter, and other marketing materials. You may unsubscribe from these communications at any time.