PROCEDURE WIZARD END USER LICENSE AGREEMENT
This End User License Agreement (the "Agreement") contains the terms and conditions governing access to and use of any and all of the Software and Services obtained from Technology Transfer Services, Inc. (TTS) by you and any entity or individual you represent or for whose computer, smartphone or other device you acquire one or more versions of Procedure Wizard ("Procedure Wizard"). By purchasing and using Procedure Wizard, you agreed to be bound by these terms and conditions not just with respect to the software you are obtaining at the time, but also for any additional software you later acquire directly or indirectly related to the initial purchase, including new and different products or services, or updates and upgrades to a prior version of Procedure Wizard, for which you do not accept a separate end user license agreement.
TTS may amend this Agreement at any time by notice provided to you in accordance with this Agreement, and your continued use of, or decision not to seek a refund for, any version of Procedure Wizard at any point at least 30 days after the notice date will constitute your acceptance of the amendment of this Agreement. TTS may require that you accept the amendment of this Agreement in order to continue using Procedure Wizard that you have previously purchased. If you decline to accept the amendment of this Agreement, TTS may terminate your use of Procedure Wizard.
Note as well that in this Agreement that you:
  1. Represent that you are 18 years of age or older, and are authorized to accept this Agreement on behalf of all of the individuals and entities for whom you obtain Procedure Wizard;
  2. Represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and that you are not a person who is either barred or otherwise legally prohibited from receiving or using the Procedure Wizard under the laws of the country in which you are resident or from which you access or use the Procedure Wizard;
  3. Acknowledge that:
    1. This software is owned by Technology Transfer Services (TTS). This agreement does not provide you the title or ownership of the software, but only a limited right of use.
    2. You may not decompile, reverse engineer, disassemble or otherwise reduce the software to a human perceivable form. You may not modify, rent or resell for profit the software, or create derivative works based upon the software.
    3. TTS does not warrant that the software will meet your requirements, nor that the operation of the software will be uninterrupted or error-free. The software is provided 'AS IS.'
    4. There are no other warranties with respect to the software. TTS disclaims all other warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose or those arising from trade usage or course of dealing. No oral or written information or advice given by TTS, its employees, distributors, dealers, or agents shall increase the scope of the above warranties or create any new warranties.
  4. In no event will TTS be liable to you for damages, whether based on contract, tort, warranty, or other legal or equitable grounds, including any loss of profits, lost savings, or other incidental or consequential damages arising out of your use or inability to use the software, even if TTS has been advised of the possibility of such damage. TTS's entire liability and your exclusive remedy shall be at TTS's option to either return the price paid for the software or repair or replace the software. This limited warranty does not apply if the failure of the software has resulted from accident, abuse or misapplication. In no event shall TTS's liability exceed the purchase price of the software.
  5. For an online subscription, TTS may from time to time update functionality without requesting or obtaining your separate consent, and your access or certain functions may not be available to you while the update is in process;
  6. Some Procedure Wizard versions may contain an expiration or time out feature that automatically will render the Procedure Wizard inoperative at the end of the subscription period, if applicable.
DETAILED TERMS
  1. Grant of License. TTS, subject to the terms and conditions of this Agreement, hereby grants you a non-exclusive and non-transferable license to use the version or versions of Procedure Wizard that you purchase or otherwise properly acquire, for a period based on the version with the online version being for a period of one year and other downloadable versions being perpetual on an "As Is" basis.
  2. Limitations. You will not, and will not permit any third party to, (i) use any license or other authorization number supplied by TTS in connection with any version of Procedure Wizard on more than one "device" with a device defined as any technology capable of running the Procedure Wizard software (ii) disclose any license or authorization number to any party other than TTS or TTS designated representatives, except as expressly authorized by law, (A) reverse engineer, disassemble, decompile, translate, reconstruct, transform or extract Procedure Wizard or any portion thereof, or (B) change, modify or otherwise alter Procedure Wizard (iv) publish, resell, distribute, broadcast, transmit, communicate, transfer, pledge, rent, share or sublicense Procedure Wizard, (v) grant any third party access to or use of Procedure Wizard on a service bureau, timesharing, subscription service or application service provider or other similar basis, (vi) test or benchmark, or disclose or publish testing or benchmark results, for Procedure Wizard without TTS's prior written consent or (vii) defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any third party in defeating or circumventing controls on the installation or use of copies of Procedure Wizard.
  3. Procedure Wizard Installation and Backup. Additionally, you will not (i) copy Procedure Wizard for any purpose other than as reasonably necessary to use the same as contemplated by this Agreement, and to preserve one uninstalled/off-line copy for disaster recovery purposes; (ii) install the Software on any operating system not supported by TTS as reflected in the System Requirements at www.procedurewizard.com or (iii) remove any copyright, trademark or other proprietary notices from Procedure Wizard.
  4. Administrator Rights. Certain Procedure Wizard versions grant you or another user administrative privileges that, among other things, may allow the administrator to monitor other Devices and/or the status of Procedure Wizard deployed on other devices. You represent and warrant that you will exercise administrator privileges only with respect to devices and Procedure Wizard for which you are authorized and for no other purpose. You also represent and warrant that you have the authority to accept this Agreement on behalf of owners and users of those administered devices, and hereby accept this Agreement on their behalf.
  5. Material Breach. If you use procedure wizard for purposes or in a manner not expressly authorized by this agreement, you are committing a material breach of this agreement and may violate applicable copyright laws, and all warranties provided by tts for the product will terminate immediately following your breach.
  6. Third Party Fees. You may incur access fees or data or usage fees from third parties (such as your Internet provider or mobile carrier) in connection with your download, update, and use of Procedure Wizard. You are responsible for all such fees.
  7. Updates. TTS may, from time to time without your permission or consent, issue updates for any version of Procedure Wizard, and you may not be able to use the software until the Update is fully installed. Updates will be deemed a part of Procedure Wizard for all purposes under this Agreement. Updates may include both additions to and removals of particular functionality offered or may replace it entirely, and the content and functionality of such updates is at the sole discretion of TTS. TTS may stop providing support for your version of Procedure Wizard until you have accepted and installed all Updates. TTS will determine when and if updates are appropriate and has no obligation to make any updates available to you.
  8. Conflicting Functionality and Uninstallation. Some third-party applications may not allow the Procedure Wizard to install or run correctly. If you choose to ignore the warnings provided during the installation of the Solution, such Procedure Wizard may not function properly, and notwithstanding anything to the contrary in this Agreement, TTS disclaims any and all warranties and liability with respect to such Procedure Wizard. Additionally, TTS does not support third-party applications which provide uninstallation functionality for our Procedure Wizard as they may cause further problems for the end user. Should you choose to use such third-party uninstallers, notwithstanding anything to the contrary in this Agreement, TTS disclaims any and all warranties and liability with respect to such Procedure Wizard.
  9. User Content. Procedure Wizard enables you to publish or share with others content you have generated or obtained from other sources ("User Content"). You retain any and all intellectual property rights you already hold under applicable law in User Content you publish or share through the Solution, subject to the rights, licenses, and other terms of this Agreement, including any underlying rights of others in any User Content that you may use or modify. The User Content does not infringe any intellectual property or other right of any third party; and the User Content will not violate this Agreement or cause injury or harm to any person. You shall indemnify and hold TTS, its affiliates, officers, and employees harmless for any injury or harm caused by procedures created by you.
  10. Termination. TTS, in addition to such other rights as may be available at law, in equity or otherwise, may terminate your license to any or all Procedure Wizard versions without liability for cause at any time without notice if you commit a breach of this Agreement. TTS shall have no obligation to provide notice in the case of a termination for your breach of this Agreement.
  11. Effect of Termination. On the expiration of the applicable subscription period for Procedure Wizard online or termination of the license for other versions of Procedure Wizard, you shall cease using the applicable version Procedure Wizard.
  12. Ownership. TTS reserves all rights in Procedure Wizard not expressly granted by this Agreement. All copyrights, trademarks and other intellectual property rights in and to Procedure Wizard are owned by TTS, and are protected by United States and foreign copyright laws, international treaties and other applicable laws. Any copy of a Solution you are permitted to create pursuant to this Agreement must contain the entire copyright notice and other notices included with the original copy of the Solution.
  13. Warranty. TTS represents with respect to each Solution that, on delivery of the Solution and for a period of thirty (30) days thereafter (i) the medium (if any) on which the Solution is delivered will be free of material defects, and (ii) subject the Solution will conform to the description, if any, set forth in the Applicable Conditions and/or the Technical Specifications. The foregoing warranty applies only to the Solution as originally delivered, and does not apply to updates or defects caused by the combination, operation or use of Procedure Wizard with software, hardware or other materials not provided by TTS, Your sole and exclusive remedy for breach of the warranty in this Section is replacement of the defective media or, in the sole discretion of TTS, return of the software for a full refund. In order to exercise your rights under this Section, you must uninstall and destroy all copies of the Solution you may have made (including all archival copies).
  14. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, TTS PROVIDES EACH VERSION OF PROCEDURE WIZARD ON AN "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE" BASIS, AND TTS AND ITS AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, SUPPLIERS, DISTRIBUTORS, RESELLERS, WIRELESS CARRIERS OVER WHOSE NETWORK THE SOLUTION IS PROVIDED, OR OTHER BUSINESS PARTNERS AND EACH OF THEIR RESPECTIVE AFFILIATES, REPRESENTATIVES, VENDORS, AGENTS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS WITH RESPECT TO PROCEDURE WIZARD, MEDIA AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, WHETHER GIVEN BY ANY THIRD PARTY LICENSORS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY OR CONDITION OF NONINFRINGEMENT. TTS DOES NOT WARRANT THAT THE OPERATION OF PROCEDURE WIZARD WILL BE UNINTERRUPTED OR ERROR FREE, THAT PROCEDURE WIZARD WILL WORK PROPERLY ON ANY GIVEN DEVICE OR WITH ANY PARTICULAR CONFIGURATION OF HARDWARE AND/OR SOFTWARE. Some jurisdictions do not allow limitations on certain warranties, so the above limitations may not apply to you. You may have other rights that vary from jurisdiction to jurisdiction.
  15. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TTS OR ITS AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, SUPPLIERS, DISTRIBUTORS, RESELLERS, WIRELESS CARRIERS OVER WHOSE NETWORK THE SOLUTION IS PROVIDED OR OTHER BUSINESS PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, WITHOUT REGARD TO CAUSE OR THEORY OF LIABILITY, OR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) INCURRED FOR LOSS OF BUSINESS, PROFITS OR REVENUE, LOSS OF PRIVACY, LOSS OF USE OF ANY DEVICE OR SOLUTION INCLUDING THE SOLUTION, COSTS OF PROCURING SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS ARISING OUT OF THIS AGREEMENT OR THE SOLUTION PROVIDED HEREUNDER, EVEN IF TTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TTS WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION, INADVERTENT DISCLOSURE OR LOSS OF DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED BY OR IN CONNECTION WITH PROCEDURE WIZARD REGARDLESS OF THE CAUSE. IN NO EVENT SHALL THE LIABILITY OF TTS RELATED TO ANY SOLUTION EXCEED THE LESSER OF (I) THE FEES YOU ACTUALLY PAID OR ARE REQUIRED TO PAY FOR THE PROCEDURE WIZARD, AND (II) THE TTS RETAIL PRICE FOR YOUR PROCEDURE WIZARD VERSION AS OF THE DATE YOU RECEIVED IT. THE FOREGOING LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  16. INDEMNIFICATION. YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS TTS, ITS AFFILIATES, AGENTS, LICENSORS, REPRESENTATIVES, SUPPLIERS, DISTRIBUTORS, RESELLERS AND OTHER BUSINESS PARTNERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING FROM YOUR USE OF THE SOLUTION OR ANY VIOLATION OF THIS AGREEMENT BY YOU, INCLUDING BUT NOT LIMITED TO ANY BREACH OR ALLEGED BREACH OF ANY OF YOUR REPRESENTATIONS, WARRANTIES, OBLIGATIONS OR UNDERTAKINGS HEREUNDER. TTS RESERVES THE RIGHT TO ASSUME, AT ITS SOLE EXPENSE, THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH TTS IN ASSERTING ANY AVAILABLE DEFENSES.
  17. COMPLIANCE MONITORING DISCLOSURE.TTS MAY MONITOR YOUR USE OF A SOLUTION TO CONFIRM THAT IT COMPLIES WITH THE TERMS OF THIS AGREEMENT. SHOULD TTS DETERMINE THAT YOU ARE IN BREACH OF THIS AGREEMENT, TTS, IN ADDITION TO SUCH OTHER RIGHTS THAT MAY BE AVAILABLE AT LAW, EQUITY OR OTHERWISE, SHALL BE ENTITLED TO EXERCISE ITS RIGHTS UNDER THIS AGREEMENT.
  18. Notice. TTS may at any time deliver any notice to you via electronic mail, pop-up window, dialog box or other means, even though in some cases you may not receive the notice unless and until you launch Procedure Wizard.
  19. Choice of Law. The construction, validity and performance of this Agreement and all obligations arising from or connected with this Agreement shall be governed by the laws of the State of Florida, USA, excluding and without regard to its conflict of laws principles.
  20. Binding Arbitration Agreement and Class Action Waiver. This Binding Arbitration Agreement and Class Action Waiver applies to any Dispute arising from or related to a Solution or this Agreement and involving you and TTS. Dispute, for purposes of this provision, means any dispute, action, or other controversy regardless of the particular cause of action(s) asserted ("Dispute"). In the event of a Dispute, you must provide TTS with a notice of Dispute, which is a written statement of the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. You must send such notice by email to support@procedurewizard.com and to info@techtansfer.com with the subject line of Notice of Dispute Under EULA.If you and TTS do not resolve any Dispute by informal negotiation, any other effort to resolve the Dispute will be conducted exclusively by binding arbitration governed by the United States Federal Arbitration Act ("FAA"), 9 U.S.C. § 1 et seq. You are giving up the right to litigate (or participate in litigation as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court with jurisdiction over the parties may enforce the arbitrator's award.Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. You will not seek to have any Dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
  21. Arbitration Process. Any arbitration will be conducted by the American Arbitration Association (the "AAA") with each party assuming their own costs. However, if you accepted this Agreement as a consumer, (A) the proceedings will be subject to AAA's "Supplementary Procedures for Consumer Related Disputes" effective September 15, 2005, and the associated "Costs of Arbitration (Including AAA Administrative Fees)" effective March 1, 2013 (collectively, the "Consumer Procedures"), (B) TTS will pay the consumer cost specified in section (i) of "Costs of Arbitration (Including AAA Administrative Fees)" effective March 1, 2013, and (C) TTS does not agree to pay for any other cost. If you are a business customer, the proceedings will be subject to the AAA's Commercial Arbitration Rules (the "Commercial Procedures"). Those Consumer Procedures or Commercial Procedures (as applicable, the "Procedures") are appropriately applied to any Dispute between the Parties, and you will not advocate otherwise in any proceeding. You will commence arbitration only in the county or other similar political subdivision in which you reside. Except as you and we agree, the arbitration proceedings will be conducted by conference call. Such arbitration will be governed by the laws of the State of Florida.
  22. Interpretation. The headings in this Agreement do not affect its interpretation. The singular includes the plural and vice-versa. Where a word or phrase is defined, its other grammatical forms have the same meaning.
  23. Severability. Should any provisions of this Agreement be deemed illegal, invalid or unenforceable under any applicable laws and regulations, all other provisions of this Agreement shall remain in full force and effect.
  24. Impossibility. TTS shall be not liable for any failure or delay in performance due in whole or in part to any cause beyond its reasonable control, including but not limited to utility or transmission failures, failure of phone lines or phone equipment, power failure, strikes or other labor disturbances (including without limitation a strike or other labor disturbance arising with respect to TTS and its Affiliates, agents, licensors, representatives, suppliers, distributors, resellers and other business partners ), acts of war or terror, floods, sabotage, fire, natural disasters, or Acts of God.
  25. Waiver. The failure of either party to insist on the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance with the Agreement, and the terms, conditions and provisions of this Agreement shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party. The waiver by either party of a breach of any provision of this Agreement by the other party shall not be construed as a continuing waiver of such breach or as a waiver of other breaches of the same or of other provisions of this Agreement.
  26. Assignment. You may not assign your rights or obligations under this Agreement without the prior written consent of TTS. TTS may assign this Agreement at any time in its sole discretion without any prior written consent by you.
  27. Export Controls. You must comply with all applicable U.S. and international laws governing export and re-export of the Procedure Wizard, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. Without derogating from the generality of the foregoing, (i) you represent that you are not a member of any of the denied person list, unverified list, entity list, specially designated nationals list, debarred list or any other lists published by the U.S. Government, (ii) you shall not use, export or re-export the Solution to territories, destinations, companies or individuals in violation of U.S. and E.U. embargos or trade sanctions, including without limitation, in the following countries: Cuba, Iran, North Korea, Sudan and Syria.
  28. No Third Party Beneficiaries. This Agreement is intended solely for the benefit of you and TTS, as well as its Affiliates, and their respective agents, licensors, representatives, suppliers, distributors, resellers and other business partners.
  29. Internet connection. Certain Procedure Wizard may require an active and stable connection to the Internet in order to function. It is therefore your responsibility to ensure that you have at all times an active and stable Internet connection.
  30. Construction. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. In the event that an ambiguity or question of intent or interpretation arises, in any judicial proceeding or otherwise, the terms of this Agreement shall be construed as having been drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
  31. Complete Agreement. This Agreement, as well as the Technical Specifications and Privacy Policy incorporated herein by reference, constitutes the complete Agreement between the parties and supersedes all previous communications and representations or agreements, either oral or written, with respect to the subject matter hereof.
© Copyright 2018 Technology Transfer Services.
The Procedure Wizard and Technology Transfer Services logos are trademarks of Technology Transfer Services
All Rights Reserved