This End-User License Agreement ("Agreement") is a legal contract between RegLantern LLC ("RegLantern"), an Ohio limited liability company, and the person or entity on whose behalf the Product is being accessed or used ("Customer"). By indicating acceptance of this Agreement during the setup process or by using the Product, you are agreeing that Customer is bound by and your use of the Product on behalf of the Customer is governed by the terms and conditions of this Agreement.
1.1 Grant. Subject to the terms and conditions of this Agreement, RegLantern grants Customer a personal, non-exclusive, and non-transferable license to access and use the RegLantern software selected by Customer during the setup process ("Product"), which is a web-based product for use by Federally Qualified Community Health Centers.
1.2 Product Availability. RegLantern will take commercially reasonable steps to keep the Product operating smoothly and efficiently. However, since the Product operates using computer equipment, computer software programs, and the Internet, RegLantern is not responsible for delays or service interruptions, including, without limitation, limitations on the availability of transmission lines and facilities, failures of other communications equipment, Internet access delays or failures, failures or deficiencies of Customer's equipment, or Customer's failure to meet its responsibilities under this Agreement. RegLantern will employ commercially reasonable measures to maintain the security of and protect Customer's data stored on or through the Product. In addition, RegLantern will maintain adequate back-up arrangements and equipment in order to maintain Customer's data stored on or through the Product in the event of the failure of any of RegLantern's equipment. Service interruptions for maintenance and system upgrades will be scheduled, to the extent reasonably practicable, to minimize interference with Customer's daytime business activities. For unscheduled service interruptions attributable to causes within RegLantern's reasonable control, as RegLantern's sole obligation and Customer's exclusive remedy, RegLantern shall make reasonable efforts to restore access to the Product.
1.3 Proprietary Rights. Customer acknowledges that the Product, and associated report formats, screen displays, and features, and all derivative works, constitute copyrighted works protected by federal and international copyright laws and are owned by RegLantern or its licensors. The Product and all copies, versions, and derivative works of the Product shall remain the sole property of RegLantern or its licensors. Customer shall not make and shall not permit anyone else to make any copies of the Product. Customer shall not modify or create any derivatives of the Product. Customer shall not decompile or otherwise reverse engineer or decode the Product. Customer shall not take or refrain from taking, directly or indirectly, any action that may in any way lead to the unauthorized dissemination, reproduction, access, or use of the Product. Customer shall not export the Product, or any direct product thereof, directly or indirectly, in violation of the export laws and regulations of the United States of America.
1.4 Consent to Use Data. RegLantern may collect and use information about Customer's computers, other devices, and usage of the Product, including aggregated usage data in anonymized format, to facilitate support, updates, and improvements to the Product and RegLantern's services, and to provide best practices guidance. RegLantern will not use such information in any way that personally identifies Customer.
1.5 U.S. Government Rights. The Product and related materials are commercial in nature and developed solely at private expense. The Product and related materials are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end-users only as Commercial Items and with only those rights as are granted to all other end-users pursuant to the terms and conditions of this Agreement.
1.6 Survival; Injunctive Relief. Customer's obligations under this Section 1 shall survive termination of this Agreement. Customer acknowledges that a breach of its obligations under this Section 1 will cause irreparable harm to RegLantern or its licensors for which monetary damages would be inadequate. RegLantern or its licensors will be entitled to injunctive relief for any such breaches, threatened or actual.
1.7 Advertising. If Customer selected a Product that RegLantern provides at no charge to Customer, Customer acknowledges that RegLantern may include advertising that appears during the use of such Product in order to recoup RegLantern's costs of making such Product available and other costs.
1.8 Support. RegLantern will provide support resources at reglantern.com at no additional charge.
1.9 Consulting Services. Upon Customer's request, RegLantern will provide Customer with consulting services related to the use of the Product on a time and expenses basis at RegLantern's then-current standard rates or as otherwise mutually agreed to by the parties in writing.
2.1 Authorized Users. Customer shall be responsible for identifying those users who are authorized by Customer to access and use the Product ("Authorized Users"). Customer shall require each Authorized User to safeguard his or her user name and password for accessing the Product and otherwise comply with the provisions of this Agreement. An Authorized User may not disclose his or her user name and password to any other person, including another Authorized User. If Customer determines that another person has gained access to an Authorized User's user name and password, or that anyone has wrongfully accessed the Product, Customer shall promptly notify RegLantern. Customer is responsible for misuse of the Product by Authorized Users and by unauthorized users who gain access due to Customer's or any Authorized User's failure to maintain security.
2.2 Operations. Customer is responsible for the operational aspects of accessing and using the Product, including, but not limited to, (a) acquiring, installing, and maintaining computer equipment and computer software programs at its premises compatible with and as necessary to use the Product, (b) obtaining access to the Internet, (c) downloading and installing any necessary plug-ins, (d) determining the accuracy of all data it uploads to and downloads using the Product, and (e) adopting reasonable policies, procedures, and quality assurance measures to limit Customer's exposure with respect to potential losses and damages arising from use, non-use, errors and omissions of the Product or the results thereof, and system downtime, including, but not limited to, examining and confirming data prior to use, identifying and correcting errors and omissions, preparing and storing backup data, replacing lost or damaged data or media, reconstructing data, and providing network security.
2.3 Uploaded Data. Customer warrants (a) that all data uploaded by it or its users using the Product is true and correct, (b) that none of the data uploaded contains any protected health information or other personally identifiable information, and (c) that it has the right to upload all data uploaded by it or its users. RegLantern will provide Customer with a unique URL address that Customer may give third parties so that such third parties may view certain data selected by Customer.
2.4 Regulatory Compliance. RegLantern does not warrant that the Product is compliant with the regulations applicable to Customer or will meet Customer's particular requirements. Customer is solely responsible for ensuring that Customer is in compliance with all applicable laws and regulations. Customer acknowledges that it does not rely on RegLantern or the Product for any advice or guidance regarding compliance with laws and regulations.
3.1 License Fees. If Customer has selected a Product bearing a subscription fee, Customer shall pay RegLantern the applicable subscription fees due under this Agreement for the version of the Product and the subscription option selected by Customer during the setup process. Fees are non-refundable.
3.2 Other Fees and Expenses. Customer shall pay all other fees and expenses as agreed in this Agreement or otherwise in writing with RegLantern, e.g., fees and expenses for requested consulting services.
3.3 Taxes. Customer shall pay when due or, if necessary, reimburse RegLantern for, all sales, use, property, excise, and other similar taxes, including penalties and interest arising from Customer's failure to pay such taxes timely, resulting from any activities under this Agreement, exclusive of taxes based on RegLantern's net income or corporate franchise. If Customer has tax exempt status, it shall supply RegLantern with its tax-exempt certificate or number as necessary. Taxes are due as assessed.
3.4 Payment. Payment of the subscription fees is due in advance on the first day of the applicable subscription period. Customer shall pay the subscription fees and any other applicable charges via automatic credit card debit or via direct payment as agreed during the setup process. If Customer opts for automatic credit card debit, while this Agreement is in effect, Customer shall provide and maintain proper authorization for RegLantern to debit Customer's credit card account for the amounts owed under this Agreement. RegLantern shall debit such accounts in advance for any fees due under this Agreement. Customer represents that the accounts from which Customer pays RegLantern are valid and that Customer is an authorized user of the accounts. Customer will promptly notify RegLantern of any pertinent changes in Customer's account information.
4.1 Right. RegLantern warrants that it has the right to grant the license and other rights granted to Customer under this Agreement.
4.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, REGLANTERN MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY MATTER WHATSOEVER. REGLANTERN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR FROM USAGE OF TRADE.
5.1 Indemnification by Customer. Customer shall indemnify and hold RegLantern harmless from any claims resulting from Customer's use of the Product, including, without limitation, any breach of Customer's warranties in Paragraph 2.3 above, except to the extent such claims arise from RegLantern's gross negligence or willful misconduct.
5.2 Limitation of Liability. The total liability of RegLantern for all claims, whether in contract, tort, or otherwise, arising out of, connected with, or resulting from the Product or any other services under this Agreement shall not exceed the amount of $50.00.
5.3 Exclusion of Liability. REGLANTERN SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, OR OTHER INFORMATION PROVIDED THROUGH OR USED WITH THE PRODUCT. IN NO EVENT SHALL REGLANTERN, ITS LICENSORS, SUPPLIERS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, OR LOST SAVINGS, INCURRED BY CUSTOMER OR ANY THIRD PARTY, EVEN IF REGLANTERN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.4 Survival. The indemnification obligations and the limitations of liability under this Agreement shall survive the termination of this Agreement.
6.1 Term. This Agreement shall commence upon Customer's acceptance of the terms and conditions of this Agreement and shall continue until terminated in accordance with this Agreement.
6.2 Termination for Convenience. Customer may terminate this Agreement at any time upon written notice to RegLantern. RegLantern may terminate this Agreement at any time upon 60 days' prior written notice to Customer.
6.3 Termination for Default. If Customer fails to make any payment as required by this Agreement or otherwise fails to comply with any material term or condition of this Agreement, this Agreement shall automatically terminate without notice from RegLantern and, upon such termination, RegLantern may deny Customer access to the Product. Such termination is in addition to any other rights and remedies provided under this Agreement or otherwise under law.
6.4 Effect of Termination. Upon termination of this Agreement, Customer shall cease all access and use of the Product. RegLantern may delete and discard any uploaded data or other Customer data stored on or through the Product at any time following six months after the termination of this Agreement.
7.1 Excused Performance. Neither party shall be liable for any delay in or failure of performance resulting from any cause or condition beyond its reasonable control, whether foreseeable or not.
7.2 Waiver. The failure of either party to act upon any right, remedy, or breach of this Agreement shall not constitute a waiver of that or any other right, remedy, or breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
7.3 Notices. Unless provided otherwise in this Agreement, any notice required or permitted under this Agreement shall be personally delivered, or sent by e-mail, telefax, courier, express or overnight delivery service, or by certified mail, postage prepaid, return receipt requested, if to RegLantern, to the address set forth at the end of this Agreement, if to Customer, to the address Customer specified at the time it originally entered this Agreement, or to such other address as shall be advised by either party to the other in writing. Notices shall be effective as of the date of receipt.
7.4 Third-Party Beneficiaries. RegLantern's licensors shall be third-party beneficiaries under this Agreement for the limited purpose of protecting and enforcing their intellectual property rights to the extent that RegLantern fails to do so.
7.5 Dispute Resolution. Any claim or controversy arising out of or relating to this Agreement, including any anticipatory breach or disagreement as to interpretation of this Agreement, that is not resolved by the parties themselves or through mediation, shall be settled by binding arbitration in Cincinnati, Ohio administered by Cincinnati Bar Association Arbitration Services pursuant to its rules and procedures in effect at the time the dispute is submitted. The arbitrator(s) shall decide all discovery issues. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Neither party nor the arbitrator(s) may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties, except to the extent necessary in connection with a court action to enforce an arbitration award. All fees and expenses of the arbitration shall be borne by the parties equally. However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proofs, except that the prevailing party shall be entitled to an award of reasonable attorney's fees.
7.6 Governing Law. This Agreement and any claim arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, excluding its conflict of laws principles. The United Nations Convention on Contracts of the International Sale of Goods shall not apply to this Agreement.
7.7 Provisions Severable. The provisions of this Agreement are severable. If any provisions are held to be invalid, unenforceable, or void, all other provisions shall remain valid.
7.8 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties relating to the object and scope of this Agreement. Any representation, statement, or warranty not expressly contained in this Agreement shall not be enforceable by the parties. This Agreement may be amended from time to time by RegLantern upon written notice to Customer.