Client hereby agrees to purchase from equiDOCx and equiDOCx hereby agrees to provide to Client the System (Software and any related Equipment specified on the cover page) including any other services indicated herein on the following terms and conditions:
1. TITLE AND RISK OF LOSS: All risks of loss or damage pass to Client for each item of the System upon shipment by equiDOCx.
2. SECURITY INTEREST: equiDOCx is hereby grants a purchase money security interest in the System until payment of the full purchase price and equiDOCx may execute a Financing Statement in the name of Client in order to perfect such security interest.
3. PRICE AND PAYMENT: If Equipment is being purchased (as indicated on face hereof), Client shall pay to equiDOCx the total Equipment purchase price set forth on the face hereof and all taxes and other charges applicable thereto. Payment shall be made upon receipt of invoice from equiDOCx in accordance with the terms thereof. Charges for System Software License and Support will be billed and are payable to equiDOCx in advance on a per annum basis. If System is being acquired by Client by lease (as indicated on face hereof), prior to delivery of the System, Client shall enter into a Lease Agreement on a standard form with a Leasing or Finance Source selected by the client. Additionally, if Leasing the Support & License Agreement will be included in said Lease with a term matching the selected Lease term. If such source issues a purchase order, equiDOCx will invoice that entity. Client remains fully liable for payment should that entity not make payment in accordance with the terms herein.
4. SHIPPING: The client may be required to pay additional shipping costs beyond standard Ground shipping.
5. TAXES: The Customer will pay all taxes, however levied, designated or based arising out of or in connection with this Agreement or the charges made hereunder, including any federal, state, municipal, withholding, personal property, use, excise or other taxes levied arising from the purchase, installation, use or possession of the System, exclusive of any taxes based on the income of equiDOCx.
6. EXCLUSIONS OF WARRANTIES: Other than the obligations of equiDOCx expressly set forth in this Agreement, all conditions and warranties, express or implied, statutory or otherwise, including but not limited to any implied warranties or merchantability or fitness for a particular purpose are hereby excluded. equiDOCx will not be responsible for direct or consequential damage or loss which might be claimed due to failure of the System (Equipment or Software) or any other cause.
7. SYSTEM SOFTWARE LICENSE AND SUPPORT: The term "System" as used in this Agreement means any software programs or equipment, technical information and other documentation that equiDOCx makes generally available for sole use by the Client under this Agreement. All Software provided to Client is owned by equiDOCx or third parties and will remain the property of its owner. equiDOCx hereby grants to Client a personal, non- transferable and non-exclusive sublicense to use such System for its own internal purposes, subject to the following terms and conditions:
530 Crockett St. #1118 Granbury, Texas 76048 Phone: (682)498–3190 Web Page: www.equidocx.com
c) equiDOCx or its licensors retains all right, title, and interest in and to the original, and any copies, of the Software and any derivative works thereof, including, but not limited to, all patent, copyright, trade secret, trademark and other intellectual property rights associated therewith. Client’s rights in the Software and any and all copies thereof are limited to the rights licensed under this Agreement while this Agreement is in effect and are subject to all of the terms and conditions in this Agreement. Without limiting the generality of the foregoing, Client will not itself, directly or indirectly: (a) modify, port, translate, or create derivative works of the Software; (b) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, or algorithms of the Software by any means (except to the extent permitted by mandatory laws); (c) sell, lease, license, sublicense, copy, market or distribute the Software, or use the Software for timesharing, hosting, or service bureau purposes or otherwise, except as expressly permitted in this Agreement, (d) remove any proprietary notices, labels or marks from the Software or (d) release to a third party the results of any benchmark testing of Software. In no event shall anything in this Agreement or in equiDOCx’s conduct or course of dealing convey any license, by implication, estoppel or otherwise, under any patent, copyright, trademark or other intellectual property right not explicitly licensed. This Agreement grants licenses to the Software only as set forth in this Section 7. All rights not expressly granted to Client under this Agreement are reserved by equiDOCx and/or its licensors
8. CONFIDENTIALITY: Subject to the exceptions contained in this Section, "Confidential Information" shall mean all information disclosed by either party (the “Disclosing Party”), in whatever tangible form or otherwise, to the receiving party (the “Receiving Party”) that is clearly marked “confidential” or with some other proprietary notice, (b) disclosed orally or otherwise in intangible form by the Disclosing Party and designated as confidential or proprietary at the time of the disclosure; and (c) for equiDOCx, the Software and information provided as part of Support. Notwithstanding the above, information shall not be deemed Confidential Information to the extent that it: (i) was generally known and available in the public domain at the time it was disclosed or subsequently becomes generally known and available in the public domain through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party at the time of disclosure without any obligation of confidentiality; (iii) is disclosed with the prior written approval of the Disclosing Party; or (iv) was independently developed by developed by the Receiving Party without any use of the Confidential Information of the Disclosing Party ,or (v) is protected health information or any other personally identifiable information (the protection of which is governed by the Business Associate Exhibit).. The obligation not to use or disclose Confidential Information will remain in effect until one of these exceptions occurs. Notwithstanding any other provision of this Agreement, disclosure of Confidential Information shall not be precluded if such disclosure (a) is in response to a valid order of a court or other governmental body, provided, however, that the responding Party shall first have given notice to the other party hereto and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued; (b) is otherwise required by law; or (c) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary. The Receiving Party will not use the Disclosing Party’s Confidential Information for purposes other than as provided in this Agreement. The Receiving Party shall protect the Disclosing Party’s Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, or publication of the Confidential Information to third parties as the Receiving Party uses to protect its own like Confidential Information of a like nature. Confidential Information received by a Receiving Party hereto may be disclosed to and used by such Receiving Party’s employees, agents and contractors in accordance with the terms and conditions of this Agreement, and each party shall be liable for any act or omission by respective employees, agents and contractors, which, if performed or omitted by such party, would be a breach of this Agreement. Each party agrees that its respective employees, agents and contractors, shall be bound by the terms of an agreement protecting against unauthorized use or disclosure of Confidential Information that is at least as protective of the Disclosing Party’s rights as this Agreement. No Confidential Information shall be disclosed to any person who does not have a need for such information. The Receiving Party shall return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party in tangible form: (i) upon the written request of the Disclosing Party; or (ii) upon the expiration or termination of this Agreement, whichever comes first. In both cases, the Receiving Party shall, upon request, promptly certify in writing that it has complied with the obligations of this Section. Notwithstanding the foregoing, each Party may retain a copy of the Confidential Information in electronic format in accordance with its corporate security and/or disaster recovery procedures.
9. FORCE MAJEURE: equiDOCx will not be liable for any delay or failure in performance to the extent such delay or failure is caused by events beyond equiDOCx's reasonable control, including, but not limited to, fire, flood, acts of God, explosion, war or the engagement of hostilities, strike, embargo, labor dispute, government requirement, civil disturbances, civil or military authority, and acts of terrorism.
10. GENERAL: This Agreement may not be assigned by Client without the prior consent of equiDOCx. This Agreement is freely assignable by equiDOCx. This Agreement may be modified only expressly and in writing signed by each party. This Agreement is the sole, complete and exclusive statement of the rights and obligations of the parties hereto and supersedes all previous understandings, negotiations, letters of intent, proposals, or purchase orders pertaining to the System Software License and Support described herein. equiDOCx’s total aggregate liability to Client for any and all claims arising under or in connection with this Agreement, regardless of the form of action, will not exceed the aggregate fees actually paid to equiDOCx during the one year period preceding such claim. equiDOCx’s limitation of liability is cumulative with all Client’s payments during such one-year period being aggregated to determine satisfaction of the limit. The existence of more than one claim shall not enlarge or extend the limit. IN NO EVENT SHALL equiDOCx BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS, EVEN IF equiDOCx HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This Agreement shall be governed by the laws of the State of Texas, USA, without regard to choice of law rules, and Client hereby submits to the jurisdiction of the federal and state courts located in said State and the applicable service of process. All notices to equiDOCx under this Agreement shall be given by certified mail, return receipt requested, or overnight courier service to 530 Crockett St. #1118 Granbury, TX 76048 or at such other address specified in writing by equiDOCx to Client.
530 Crockett St. #1118
Granbury, Texas 76048