1. DEFINITIONS & INTERPRETATION
In this EULA, unless the context otherwise requires, the following words and expressions shall have the following meanings:
1.1. "Company" has the meaning set forth hereinabove
1.2. "Confidential Information" has the meaning set forth in Clause 6(a) hereof.
1.3. "Effective Date" means the date the Licensed Product is installed in your system.
1.4. "EULA" means this End-User License Agreement, as may be amended from time to time, and includes any annexures, schedules and appendices hereto.
1.5. "License" has the meaning set forth in Clause 2(a) hereof.
1.6. "Licensed Product" means the CloudClinik Application, and includes any enhancements, modifications, upgrades and revisions thereto, and where the context permits, shall include any information and third party content which is displayed in the Licensed Product.
1.8. 1.8. “Parties” means you and the Company.
1.9. "Services" means any or all services provided by the Company in connection with the Licensed Product.
1.11. "Third Party Content" has the meaning set forth in Clause 5 hereof.
1.12. "Website" means www.cloudclinik.qa or any other replacement thereof.
1.13.hereof", "hereto" and "hereunder" respectively mean of, to and under this EULA.
1.14.The words, nouns, pronouns, etc. used in the singular, wherever the context so permits, shall also mean plural and vice versa.
2. OWNERSHIP OF THE PRODUCT
2.1.Subject to the terms and conditions of this EULA, the Company hereby grants you a non-exclusive, non-transferrable, non-sublicensable, revocable and limited license (the "License") to install, copy and use the Licensed Product in your system.
2.2.This License does not constitute sale of the Licensed Product and, except as expressly provided, no rights or Licenses express or implied are hereby granted to you.
2.3.Title, copyright and all other proprietary rights including all present and future property rights subsisting in the Licensed Product and any associated manuals and all parts and copies thereof shall remain vested in the Company.
2.4.The Company reserves the right to revoke unilaterally any or all rights granted herein.
2.5.All rights not expressly granted herein are reserved by the Company.
3. SCOPE OF THE LICENSE
3.1.This is not free software. You may copy install and use the Licensed Product on any number of PCs without charge for evaluation purposes only for a period up to forty-five (45) days.
188.8.131.52. You may not:
3.2.1copy (except as expressly permitted by this EULA), modify, merge, translate, decompile, disassemble, reverse engineer, attempt to derive the source code of, create derivative works of or based on the Licensed Product, or otherwise reduce to a human perceivable form, in whole or in part, the Licensed Product except as expressly permitted by this License or the law;
3.2.2transfer, sell, distribute, redistribute, assign, rent, lease, lend, license, sublicense the Licensed Product or any portion thereof or any other rights to the Licensed Product to any person;
3.2.3remove any proprietary notices, labels or marks on the Licensed Product and accompanying documentation;
3.2.4use the Licensed Product for the furtherance of any illegal activity;
3.2.5use the Licensed Product to breach any judgment, writ, order or administrative direction binding upon you;
3.2.6use the Licensed Product to provide or to claim to provide services or medical advice, which by their nature rely on accurate information or results which the Licensed Product does not claim to provide under this EULA;
3.2.7use the Licensed Product in violation of your contractual covenants;
4.1.If you wish to use the Licensed Product after the evaluation period it must be registered with and a License fee shall paid to the Company or where the Licensed Product was provided by the Company’s authorised distributor or reseller to the authorised distributor or reseller for each PC on which use is to be continued
4.2.To register the Licensed Product, please contact the Company or the authorised distributor or reseller where applicable.
4.3.Unregistered use of the Licensed Product following any evaluation period is in violation of Qatari and international copyright law and shall be in breach of the terms of this License.
5. THIRD PARTY CONTENT AND SERVICES
5.1You agree that use of the Licensed Product may require you to access and use content, data, materials and information by third parties ("Third Party Content"). The following rules apply to your use of the Third Party Content:
5.1.1You agree that the Company is not liable for the accuracy, completeness, validity, timeliness, intellectual property compliance, legal compliance, contractual compliance, decency or any other aspect of the Third Party Content, and you are advised to conduct your independent verification of the same prior to reliance thereto.
5.1.2 5.1.2 Third Party content is for informative purposes only and should not be relied upon in emergency situations and/or any circumstances in which reliance on incorrect information may result in any loss, environmental damage, injury or death.
5.1.3Third Party Content has not been endorsed or accepted by the Company and does not represent the warranties, views, opinions or claims of the Company. Any loss caused to you by reliance on Third Party Content shall not entitle you to seek damages from the Company nor suspend your obligations towards the Company.
5.1.4You agree that Third Party Content may be protected by copyright or other intellectual property laws relevant thereto. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on Third Party Content.
6.1.The Company does not warrant that the Licensed Product is error free. The Licensed Product is provided "as is" and the Company disclaims all warranties and representations, whether express or implied, with respect to the Licensed Product including, but not limited to, the warranties of merchantability, design or fitness for a particular purpose, warranties arising from a course of dealing, usage or trade practice, or warranties concerning the non-infringement of third party rights.
6.2.The Company warrants to you only that for a period of ninety (90) days from purchase, the Licensed Product shall perform substantially in accordance with any associated manuals and/or help text that form part of the Licensed Product and that the medium on which the original Licensed Product was provided to you (e.g. CD-ROM) itself shall be free from defects and workmanship.
6.3.Any Licensed Product, if defective, shall be replaced free of charge if the Company or its appropriate authorised distributor or reseller is notified within the 90-day warranty period, with a dated proof of purchase, a brief description of the defect and the address to which a replacement is to be sent. Any replacement shall be warranted for a further 90-day period.
6.4.This warranty does not apply to defects caused by misuse, neglect, incorrect installation, alteration, repair or use.
7. PROHIBITION ON INTERNATIONAL PORTABILITY OF SOFTWARE
7.1 The Software is only permitted to be sold or used in the geographic region wherein the Software is bought. Purchase of this License in one geographic region and sale/use in another geographic region is strictly prohibited.
7.2Without regard to the use or duration of use of the Software in a manner prohibited in Clause 7.1, any such use shall result in a material breach of the EULA.
8.1.The Company has tested the Licensed Product and reviewed any associated manuals and help text. For the avoidance of doubt, the Company does not warrant that the Licensed Product shall be uninterrupted or error free. The Company possesses no knowledge of your particular needs and it is your responsibility to satisfy yourself that the Licensed Product is suitable for your requirements. As a result, the Licensed Product and any associated manuals and help texts are licensed to you “as is”. And you are assuming the entire risk as to their quality and performance.
8.2.Except as stated above, all conditions, warranties, terms, representations and undertakings, express or implied statutory or otherwise in respect of the Licensed Product are expressly excluded to the fullest extent permitted by law.
8.3.The Company’s liability (including for the act and omission of its employees and/or agents and/or distributors) to you shall under no circumstances exceed the original retail price of the Licensed Product. The Company does not accept liability for any indirect, special, incidental or consequential damage or loss arising from the use or inability to use the Licensed Product or any associated manuals and/or help text.
8.4.The Company does not limit or exclude its liability to you for death or personal injury resulting from its own negligence or any other liability not capable of exclusion or limitation by law.
8.5.You agree to indemnify the Company against any actions, claims, proceedings, demands damages and costs arising from the use of the Licensed Product as a result of your negligence or breach of this EULA or any other agreement with the Company.
8.7.The provisions of this Clause shall apply notwithstanding any other provision of this EULA or any other agreement between the Parties regarding the subject matter hereof. It is hereby expressly agreed that in the event of any inconsistency between this Clause and any other agreement, the provisions of this Clause shall prevail.
9. INTELLECTUAL PROPERTY
The Licensed Product is protected by trademark and copyright laws and covenants. As between you and the Company, the Company retains all rights, titles, interests, ownerships and intellectual property rights in and to the Licensed Product. The License confers no title or ownership in the Licensed Product and is not a sale or transfer of any rights in the Licensed Product. The License does not grant you any right to any enhancement or update to the Licensed Product. The Company reserves any and all rights not expressly granted to you. In addition, the Licensed Product may incorporate third party intellectual property.
10. TERM AND TERMINATION
10.1.Prior to registration, this License shall run for a period of forty-five (45) days from the date of installation subject to earlier termination on the terms set out below.
10.2. Following registration, this License shall continue unless terminated by the terms set out below.
10.3.The Company may terminate this License upon notice if you fail to comply with any provision of this License and your right to use the Licensed Product shall automatically cease.
10.4.You may terminate this License at any time by ceasing to use the Licensed Product and any associated manuals and removing the Licensed Product from each PC on which it is installed.
11.3.Modifications: The Company may modify any or all provisions of this EULA, which modification shall be binding upon you, without prior notice to you. During the License Term, you are advised to check the provisions of the EULA from time to time.
11.4.Overriding Effect: If there is any inconsistency between the provisions of this EULA and any other agreement, deed, understanding or document at the time of the execution of this EULA, then the provisions of this EULA shall prevail.
11.5.Assignment: (i) The Company may assign or transfer this EULA and the rights, interests, obligations or benefits arising hereunder to any party who succeeds substantially to all its business or assets pursuant to a scheme of merger, acquisition or consolidation. (ii) You shall not assign or transfer this EULA and the rights, interests, obligations or benefits arising hereunder to any party without the prior written consent of the Company.
11.6.Survivability, Severability & Continuation in Force: Each clause/paragraph of this EULA shall be and remain separate from, independent of and severable from all and any other clauses/paragraphs herein except where otherwise indicated by the context of the EULA. If, for any reason, any provision of this EULA or any portion thereof is held or determined to be invalid, void, unenforceable or contrary to the law, all other provisions of this EULA or any portion thereof shall be deemed to be severable and shall remain in full force and effect.
11.7. Relationship of Parties: (i) For the purposes of this EULA and all services to be provided hereunder, you and the Company shall be, and shall be deemed to be, independent contractors. (ii) Nothing in this EULA shall be construed to create a relationship of agency, partnership, joint venture, employment or other formal business entity or fiduciary relationship between you and the Company. (iii) You shall not have the authority to make any statements, representations, commitments of any kind, nor take any action which shall be binding on the Company. (iv) You shall not have the power to bind the Company vis-à-vis any third parties in any manner whatsoever.
11.8. Third Parties: (i) Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any third party, any rights or remedies under or by reason of this EULA. (ii) A third party may not enforce this EULA, in whole or in part.
11.9.Dispute Resolution: ((i) If any claim, dispute or controversy arises between you and the Company in connection with or arising out of this EULA, you undertake to use all reasonable endeavours, in good faith, to settle such dispute or difference by negotiation and, if negotiations fail, then through mediation. The Party initiating the negotiation or mediation shall notify the other Party in writing of its desire to initiate negotiations or mediation, as the case may be. The nature of the alleged difference or dispute shall be mentioned in any such notice. (ii) The period within which negotiations or mediation, as the case may be, are to be allowed, held and concluded shall not be more than thirty (30) days. The aforementioned periods shall be calculated from the date of receipt of the notice by the Party. The Parties may, by mutual agreement in writing, waive the timelines permitted under this Clause and proceed directly to mediation or arbitration, as the case may be. The Parties may also, by mutual consent in writing, vary the length of the timelines permitted under this Clause. (iii) If the Parties are unable to settle the dispute or difference by negotiation or mediation and the timelines provided above lapse, then such dispute or difference shall be referred to arbitration within thirty (30) days from the receipt of a written notice by either Party demanding arbitration. (iv) Each Party shall appoint one arbitrator and the arbitration shall be conducted under the laws of the State of Qatar. In case the arbitrators are unable to reach agreement on the award, they shall refer the matter to an umpire to be mutually appointed by them, who shall rule on the award. The Parties shall share the costs of the arbitration equally, unless otherwise stated in the arbitration award. Each Party shall be responsible for paying its own lawyer’s fees, unless otherwise stated in an award of arbitration. (vi) In the event of any dispute arising between the Parties being referred to arbitration, the arbitration shall be concluded within sixty (60) days from the date of appointment of the arbitrator and the decision of the arbitrators (or the umpire), as the case may be, shall be final and binding on the Parties. (vi) Any arbitration award shall be accompanied by a written statement containing a summary of the issues in controversy, a description of the award, and an explanation of the reasons for the award. (vii) The arbitrators (or the umpire) shall have authority to award any remedy or relief that a court of competent jurisdiction in Doha, Qatar could grant in conformity to applicable law, except that the arbitrator shall have no authority to award lawyers’ fees or punitive damages. (viii) All arbitration proceedings shall be confidential. Neither Party shall disclose any information about the evidence produced by the other Party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Judgment upon the award rendered by the arbitrators (or umpire) may be entered in any court in Doha, Qatar with jurisdiction. (ix) For the purposes of arbitration, the Legal Seat shall be Doha, Qatar. (x) The arbitration mechanism provided in this EULA shall not prevent any Party from obtaining any temporary injunctive or other equitable relief from a court of competent jurisdiction to enforce the obligations for which such Party may obtain provisional relief pending a decision on the merits by the arbitrator. For such purpose, both Parties hereby consent to the jurisdiction of a court of competent jurisdiction in Doha, Qatar with jurisdiction.
11.10. Force Majeure: (i) Neither Party shall be liable to the other for any loss or damage whatsoever arising from its failure to perform or delay in performing any of its obligations in this EULA (other than payment or any accrued obligation for the payment of money) when such failure or delay is by reason of force majeure, that is, circumstances beyond the reasonable control of such Party. (ii) Explanation: For the purposes of this Clause, “force majeure” means and includes accident, bad weather, power failure, strike, lockout, riot, protest, delay by a third party, unforeseen problems with transport, blockade, civil strife and commotion, fire, natural disaster, flood, earthquake, explosion, epidemic, insurrection, war or warlike conditions, terrorism or threat of terrorism, embargo, act of God, actions of governments or governmental agencies, compliance with any law, regulation or other governmental order, whether or not valid, or other similar causes beyond the control of the Party effected. (iii) The Party claiming to be so affected shall give notice to the other Party promptly after it learns of the occurrence of a force majeure event and of the adverse results thereof. Such notice shall set forth the nature and extent of the event. The delay or failure shall not be excused unless such notice is so given. (iv) Such failure or delay shall not constitute a breach of this EULA and the time for performance shall be extended by a period equivalent to that during which performance is so prevented by reason of such failure or delay. (v) Notwithstanding any other provision of this EULA, either Party may terminate this EULA if the other Party is unable to perform any or all of its obligations hereunder for a period of six (6) months by reason of such force majeure event as if the date of termination were the date set forth herein as the expiration date hereof.
11.11.No Waiver: Any failure or delay by the Company to exercise, enforce or demand its rights or remedies under this EULA or the law at any time for any period or to insist upon the strict performance of any of the terms and conditions of this EULA, or the waiver of any breach of any of the terms and conditions of this EULA, shall not operate or be construed as a waiver or relinquishment of the Company's right to enforce strict performance thereof. No single or partial exercise or enforcement by the Company of any right or remedy under this EULA or the law shall preclude any other or future exercise or enforcement of any right or remedy by such party under this EULA or the law. The Company may at any later time demand strict and complete performance by the other Party of the EULA.
11.12.Notices: Any notice given or made under this License shall be in writing and may be delivered to the relevant party or sent by first class pre-paid letter, fax transmission or email to that party’s address, fax transmission number or email address and shall be effectual notwithstanding any change of address or number not so notified. Unless the contrary shall be proved, each such notice or communication shall be deemed to have been given or made and delivered if by letter of the fourth working day after posting if by delivery during working hours when left at the relevant address and otherwise on the next working day of the delivery and if by facsimile or email during working hours when transmitted and otherwise on the next working day after transmission.
Should you have any questions concerning this License, or if you wish to contact DicoTech INFOGISTIC, please contact DicoTech INFOGISTIC at firstname.lastname@example.org and with a subject heading “End-User License Agreement” or visit our website: www.cloudclinik.qa