This Software License and Access Agreement (this “Agreement”) governs your (“you” or “licensee”) access to, and use of, PartsSource’s (“Licensor”) proprietary hosted software application(s) and/or all related web platforms, integrations, developments, applications, websites, web pages, and other accompanying software or platforms of PartsSource or its subsidiary(ies) (hereinafter referred to together as the “Licensed Software”). Prior to your use of the Licensed Software, you must indicate your acceptance of the terms and conditions set forth in this Agreement.  If the licensee is a corporation, partnership or other non-individual entity, the person accepting this Agreement on behalf of that entity represents and warrants that they have all necessary authority to enter into this Agreement on behalf of such entity. 

IMPORTANT: THE LICENSED SOFTWARE IS A PROPRIETARY PRODUCT AND IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS.  IT IS LICENSED (NOT SOLD) FOR USE SUBJECT TO THE CONDITION THAT LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT.  

1. License Grant

Subject to the terms and conditions of this Agreement, Licensor hereby grants to licensee a limited, non-transferable, non-exclusive, revocable right and license to access, display and use the Licensed Software solely for licensee’s internal business purposes to order repair parts and obtain management reports to service the medical equipment of licensee’s customers. You will be required to establish a user name and password to access and use the Licensed Software.  You shall promptly notify Licensor in writing of any lost or stolen passwords, and you may be held responsible for activities, including purchases, that are conducted using your password.  You will be responsible for any and all damages, costs and expenses incurred through the use of your user name and password.  You acknowledge that since the Internet is neither owned nor controlled by any one entity, Licensor makes no guarantees that any user will be able to access the Licensed Software at any given time, and except as otherwise specifically provided herein, Licensor will not be liable to you for failure of accessibility to the Licensed Software.  Any information you submit to Licensor is at your own risk of loss. By uploading, submitting, or permitting collection of any information, images, intellectual property or other content to Licensor (“Licensee Content”), including, but not limited to, pictures of parts, equipment or other items, you hereby grant to Licensor a non-exclusive, perpetual, assignable, irrevocable, retroactive, royalty-free license to display, copy, distribute, search, collect, and/or create derivative works of such Licensee Content, or portions thereof, including from pages or materials which you make publicly available, for the purpose of selling products in the world-wide medical industry (the “Licensee Content License”).  You represent and warrant that: (i) the Licensee Content is accurate and not confidential; (ii) you own all right, title and interest in the Licensee Content including, without limitation, any intellectual property associated therewith; and (iii) Licensor’s use of the Licensee Content in accordance with the Licensee Content License will not violate or infringe upon the rights of any third party including, without limitation, those pertaining to intellectual property.  For purposes of this Section, Licensee Content shall include as all past, present and future images, text, information, intellectual property and/or other materials on licensee’s website and/or which licensee provides to Licensor or permits Licensor to collect from licensee.  You agree to indemnify, defend and hold Licensor, and its successors and assigns, harmless from and against any and all third party claims, damages, liabilities, costs and expenses arising out of or related to a breach of the foregoing warranties or representations.

2. Ownership; Reservation of Rights

Licensor retains exclusive ownership of all right, title and interest in and to the Licensed Software. Licensor reserves all rights not expressly granted to you under this Agreement.

3. Restrictions

You may not sublicense the rights granted under this Agreement. You acknowledge and agree that the rights granted under this Agreement are provided on the condition that you do not (and do not allow any third party to) access, display, copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile the Licensed Software or any part thereof, or otherwise attempt to discover any source code, including, without limitation, for the purpose of building a similar or competitive product.  You agree that you will not resell, rent, lease, lend, frame, use in an application service provider (ASP) or service bureau environment, sublicense or otherwise transfer rights to the Licensed Software to any third party.  You further agree that you will not remove, obscure, cover, alter, erase, deface or overprint any proprietary notices on the Licensed Software, that you will use the Licensed Software only for your own use, and will not exploit the Licensed Software as a price-checking or price-comparison mechanism.

4. Uploading Internal Documentation
You hereby represent that, when uploading any internal documentation of any kind, you have the authority and right to upload the same, you will keep your original(s) and any copy(ies), and that the documentation contains no patient or other confidential information you are prohibited from disseminating.  Any documentation upload services are provided for convenience only and documentation will only be maintained on a temporary basis for up to a 90-day period at the discretion of Licensor.  Licensor makes no guarantee as to documentation availability or security, and shall not be liable for loss, damage, viruses, malware, or the like.  You hereby represent that, when uploading any such documentation, you have the authority and right to view such documentation.

5. Warranty Disclaimer; Limitation of Liability
THE LICENSED SOFTWARE IS PROVIDED “AS-IS” AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE AND ANY ACCESS THERETO, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE ACCESS TO, AND OPERATION OF, THE LICENSED SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE ACCESS, OPERATION OR USE OF THE LICENSED SOFTWARE, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST YOU BY ANY THIRD PERSON, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY CASE, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR FOR LICENSE OF THE LICENSED SOFTWARE OR TEN UNITED STATES DOLLARS ($10.00), WHICHEVER IS GREATER.

6. Termination
Licensor reserves the right to prohibit your access to, and use of, the Licensed Software if you violate any provision of this Agreement, as determined by Licensor in its sole discretion.  This Agreement will automatically terminate upon any breach of the terms and conditions of this Agreement by licensee.  Licensor may terminate this Agreement at any time upon notice to you.

7. Effect of Termination
Upon the termination of this Agreement for any reason: (i) your access to, and license to the Licensed Software will immediately and automatically terminate; and (ii) you will return to Licensor any and all copies of Licensed Software, documentation and other deliverables provided to you by Licensor including any copies thereof held by you.

8. Indemnification
You agree to defend, hold harmless and indemnify Licensor, its affiliates, and their officers, directors, agents, employees, successors and assigns from and against any and all liabilities, expenses, claims, losses, damages, suits, judgments, costs and attorneys’ fees arising from or related to (i) the use of the Licensed Software by you; or (ii) a breach by you of any covenant or obligation under this Agreement.

9. Miscellaneous

Licensor reserves the right to correct errors in pricing, discount calculation, or billing (e.g., typographical errors, formula errors, etc.), and will notify Licensee of the corrected price; if Licensee does not choose to pay the corrected price, Licensor may cancel the order without further obligation, except for the obligation of refund if payment was made in advance. You hereby agree that you will remain in compliance with all applicable laws and regulations in the use of the Licensed Software, and will adhere to all of Licensor’s applicable terms of use, terms and conditions and policies, in their latest form, as they relate to the Licensed Software.  This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of law principles, and you consent to the jurisdiction of the courts of the State of Ohio.  PURSUANT TO ARTICLE 6 OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (“UN CONVENTION”), LICENSEE AND LICENSOR AGREE THAT THE UN CONVENTION WILL NOT APPLY TO THIS AGREEMENT. This Agreement may not be assigned by you without the prior written consent of Licensor, and any attempted assignment will be null and void. Licensor may assign this Agreement without your consent. The waiver by Licensor of a breach of any provision hereof shall not be held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of the Agreement or the application of such provision in other circumstances will not be affected thereby, and each provision will be valid and enforced to the fullest extent permitted by law. The Paragraph headings in this Agreement are for convenience only and will not affect in any way the meaning of the provisions of this Agreement. The provisions of Paragraphs 2, 5, 7, 8 and 9 will survive any termination of this Agreement. 

10. U.S. Government Restricted Rights
The Licensed Software is a “commercial” item provided with restricted rights.  Use, access, duplication, or disclosure by the United States Government is subject to restrictions as set forth in this Agreement and at DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (c)(1)(ii) (Oct. 1988), FAR 12.212(a) (1995), FAR 52.227-19 (June 1987), or FAR 52.227-14 (ALT III), as applicable.  Manufacturer is PartsSource, Inc., 777 Lena Drive, Aurora, OH  44202.