Welch Allyn Connex Directions For Use Manual page 94

88 Software license agreement
4. The term of the license to use the Connex Software is perpetual, subject to
termination for the reasons set out in section 1.5. Welch Allyn will provide ongoing
maintenance and support services for the Connex Software only if a maintenance
contract has been obtained, and Welch Allyn may discontinue maintenance and
support services for obsolete versions of the Connex Software. The maintenance
program may include periodic software updates that include error corrections and
improvements. All such updates are subject to the terms of this license. If Welch
Allyn subsequently offers a new release of the Connex Software that contains new
functionality or other enhancements, a new license will be required to obtain the
new release.
5. Welch Allyn shall have the right to terminate the license of the Connex Software if
Customer materially breaches the license and fails to cure the breach within 10 days
after Welch Allyn sends Customer notice of the breach. Material breach of this
license includes: 1) use of the Connex Software outside of the scope of the license,
including use for more patient connections than are covered by the Licenses, or 2)
failure to pay a license fee. Upon termination of this license, Customer shall cease
using the Connex Software, permit Welch Allyn to remove the Connex Software
from the computers on which it was installed, return to Welch Allyn or destroy any
media that contains the Connex Software or documentation, and certify to Welch
Allyn that such actions have been taken within 10 days after termination.
Installation
1. Welch Allyn will use commercially reasonable efforts to deliver and install the
Connex Software in accordance with an agreed-upon implementation schedule.
Installation of the Connex Software will be complete when testing demonstrates
that the Connex Software operates on customer's local area network(s) in
accordance with the specifications published for the Connex Software and any other
acceptance criteria that are agreed upon in writing by the parties.
License and Installation Fees
1. Customer shall pay the license, installation, and training fees identified in the
purchase order for the Connex System. The license and installation fees are based
on device connections covered by the purchase order as well as specific licensed
features, and additional fees are payable if the maximum number of patient input
connections is increased. Additional license fees also are payable if Customer
licenses additional interfaces for the Connex Software not included in the original
license. Welch Allyn will invoice Customer for the license, installation, and training
fees upon completion of installation. All invoices are payable within 30 days after
Customer's receipt.
Warranty
1. Welch Allyn warrants that the Connex Software will perform substantially in
accordance with the technical specifications published for the Connex Software
when operated in the configuration and operating environment in which it was
installed for ninety (90) days after installation is completed. Welch Allyn does not
warrant that the Connex Software will operate error free in all circumstances nor that
the applications contained in the Connex Software will meet Customer's particular
purposes.
2. If a problem covered by this warranty occurs, Customer must enable Welch Allyn to
reproduce the error on Customer's Connex Software via VPN access or by providing
sufficient detail to enable Welch Allyn to reproduce the error in another instance of
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