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The Axle Healthcare Benchmark is released under the PostgreSQL license.
Copyright (c) 2014, Portavita B.V.
Permission to use, copy, modify, and distribute this software and its documentation for any purpose, without fee, and without a written agreement is hereby granted, provided that the above copyright notice and this paragraph and the following two paragraphs appear in all copies.
IN NO EVENT SHALL PORTAVITA B.V. BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THE USE OF THIS SOFTWARE AND ITS DOCUMENTATION, EVEN IF PORTAVITA B.V. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
PORTAVITA B.V. SPECIFICALLY DISCLAIMS ANY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE PROVIDED HEREUNDER IS ON AN "AS IS" BASIS, AND PORTAVITA B.V. HAS NO OBLIGATIONS TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, ENHANCEMENTS, OR MODIFICATIONS.
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The Axle Healthcare Benchmark uses the following commercial products
* MGRID Healthcare Datatype Libary (HDL)
* MGRID Healthcare Data Model (HDM)
* MGRID Messaging SDK (MSG)
for which the following license agreement holds.
Copyright (c) 2014, MGRID B.V.
IMPORTANT-READ CAREFULLY: BY INSTALLING OR OTHERWISE USING THIS SOFTWARE AND ANY ASSOCIATED DOCUMENTATION, YOU, ON BEHALF OF YOURSELF OR AS AN AUTHORIZED REPRESENTATIVE ON BEHALF OF AN ENTITY ("LICENSEE") AGREE TO ALL THE TERMS OF THIS LICENSE AGREEMENT (THE "AGREEMENT") REGARDING YOUR USE OF THE SOFTWARE. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND THE LICENSEE TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, DO NOT INSTALL OR OTHERWISE USE THE SOFTWARE. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE DATE ON WHICH YOU INSTALL OR USE THE SOFTWARE.
1. License Grant. Subject to Licensee's compliance with the terms and conditions of this Agreement, MGRID BV hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-free, limited license to install and use the Software only for Licensee's own internal non-production use for the purpose of evaluation and/or development on an unlimited number of Licensed Servers. Evaluation and/or development purposes do not include the right to use the Software for production use, sublicensing, resale, or distribution, including without limitation, operation on a time sharing, software as a service or service bureau basis or distributing the Software as part of an ASP, VAR, OEM, distributor or reseller arrangement.
2. Restrictions. Licensee will not: (a) copy or use the Software in any manner except as expressly permitted in this Agreement; (b) use or deploy the Software on any server unless it is covered by a valid license; (c) transfer, sell, rent, lease, lend, distribute, or sublicense the Software to any third party; (d) use the Software for providing time-sharing services, service bureau services or as part of an application services provider or as a service offering primarily designed to offer the functionality of the Software; (e) reverse engineer, disassemble, or decompile the Software (except to the extent such restrictions are prohibited by law); (f) alter, modify, enhance or prepare any derivative work from or of the Software; (g) alter or remove any proprietary notices in the Software; (h) make available to any third party the functionality of the Software or any license keys used in connection with the Software; (i) publically display or communicate the results of internal performance testing or other benchmarking or performance evaluation of the Software, without prior written consent of MGRID.
3. Proprietary Rights. The Software, and any modifications or derivatives thereto, is and shall remain the sole property of MGRID BV and its licensors, and, except for the license rights granted herein, MGRID BV and its licensors retain all right, title and interest in and to the Software, including all intellectual property rights therein and thereto. The Software may include third party open source software components. These open source programs are distributed under open source licenses and not this Agreement.
4. Records Retention and Audit. Licensee shall maintain complete and accurate records to permit MGRID BV to verify the number of Licensed Servers used by Licensee hereunder. Upon MGRID BV's written request, Licensee shall: (a) provide MGRID BV with such records within ten (10) days; and (b) will furnish MGRID BV with a certification signed by an officer of Licensee verifying that the Software is being used pursuant to the terms of this Agreement. Upon at least thirty (30) days prior written notice, MGRID BV may audit Licensee's use of the Software to ensure that Licensee is in compliance with the terms of this Agreement. Any such audit will be conducted during regular business hours at Licensee's facilities and will not unreasonably interfere with Licensee's business activities. Licensee will provide MGRID BV with access to the relevant Licensee records and facilities. If an audit reveals that Licensee has used the Software in excess of the authorized Licensed Servers, then (i) MGRID BV will invoice Licensee, and Licensee will promptly pay MGRID BV, the applicable licensing fees for such excessive use of the Software, which fees will be based on MGRID BV's price list in effect at the time the audit is completed; and (ii) Licensee will pay MGRID BV's reasonable costs of conducting the audit.
5. Confidentiality. Licensee and MGRID BV will maintain the confidentiality of Confidential Information. The receiving party of any Confidential Information of the other party agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The terms of this Confidentiality section shall survive termination of this Agreement. Upon termination or expiration of this Agreement, the receiving party will, at the disclosing party's option, promptly return or destroy (and provide written certification of such destruction) the disclosing party's Confidential Information.
6. Disclaimer of Warranty. THE SOFTWARE AND ANY SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MGRID BV DOES NOT WARRANT THAT THE SOFTWARE OR THE SERVICES PROVIDED HEREUNDER WILL MEET LICENSEE'S REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS LICENSEE MAY SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. MGRID BV HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
7. Agreement Term and Termination. The term of this Agreement shall begin on the Effective Date and will continue until terminated by the parties. Licensee may terminate this Agreement for any reason, or for no reason, by providing at least ten (10) days prior written notice to MGRID BV MGRID BV may terminate this Agreement if Licensee materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for ten (10) days following written notice of the breach. Upon termination of this Agreement, Licensee will, at MGRID BV's option, promptly return or destroy (and provide written certification of such destruction) the applicable Software and all copies and portions thereof, in all forms and types of media. The following sections will survive termination or expiration of this Agreement: Sections 2, 3, 6, 7, 8, 9, 10 and 11.
8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MGRID BV OR ITS LICENSORS BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN ANY WAY RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION OR THE SERVICES PROVIDED BY MGRID BV HEREUNDER INCLUDING, WITHOUT LIMITATION, DAMAGES OR OTHER LOSSES FOR LOSS OF USE, LOSS OF BUSINESS, LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT WILL MGRID BV'S OR ITS LICENSORS' AGGREGATE LIABILITY TO LICENSEE, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED ONE THOUSAND DOLLARS (US $1,000). The parties expressly acknowledge and agree that MGRID BV has set its prices and entered into this Agreement in reliance upon the limitations of liability specified herein, which allocate the risk between MGRID BV and Licensee and form a basis of the bargain between the parties.
9. General. MGRID BV shall not be liable for any delay or failure in performance due to causes beyond its reasonable control. Neither party will, without the other party's prior written consent, make any news release, public announcement, denial or confirmation of this Agreement, its value, or its terms and conditions, or in any manner advertise or publish the fact of this Agreement. Notwithstanding the above, MGRID BV may use Licensee's name and logo, consistent with Licensee's trademark policies, on customer lists so long as such use in no way promotes either endorsement or approval of MGRID BV or any MGRID BV products or services. Licensee may not assign this Agreement, in whole or in part, by operation of law or otherwise, without MGRID BV's prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. All waivers must be in writing and signed by both parties. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person, by confirmed facsimile, overnight courier service or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified above or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt. This Agreement shall be governed by Dutch law. Any amendment or modification to the Agreement must be in writing signed by both parties. This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof. To the extent there is a conflict between this Agreement and the terms of any "shrinkwrap" or "clickwrap" license included in any package, media, or electronic version of MGRID BV-furnished software, the terms and conditions of this Agreement will control. Each of the parties has caused this Agreement to be executed by its duly authorized representatives as of the Effective Date. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.
10. Definitions. Capitalized terms used herein shall have the following definitions: "Confidential Information" means any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, the Software and any non-public technical and business information. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure. "Documentation" means any technical user guides or manuals provided by MGRID BV related to the Software. "Licensed Server" means an instance of the Software running on one (1) operating system. Each operating system instance may be running directly on physical hardware, in a virtual machine, or on a cloud server. "MGRID" means MGRID BV. "MGRID Website" means www.mgrid.net. "Software" means the object code version of the applicable MGRID HDL and/or HDM extension module software and/or Messaging SDK provided by MGRID BV.
If you have any questions regarding this Agreement, please contact [email protected].