Notice: This web page contains the Agreement For Use of the LOCUS Reporter Website.
This is not the Agreement for any other Deerfield product or service.
LOCUS P.A.S.© / C&A LOCUS©
Agreement For Use of LOCUS Reporter Website
(Read Carefully Before Accessing, Using or Allowing Software to Be Used)
Whereas, LICENSOR, Deerfield Behavioral Health, Inc., 2520 Hampton Road, Erie, PA 16502, hereinafter referred to as "LICENSOR" develops proprietary computer programs and sells use licenses for such proprietary computer programs together with or apart from accompanying copyrighted material and documentation and;
Whereas, End User desires to obtain the benefits thereof and, in return for which, is willing to abide by the obligations and fee agreements applicable to LICENSOR's use licenses in LICENSOR's proprietary computer programs.
NOW THEN, for good and valuable consideration, including but not limited to license grant in accordance with this Agreement by LICENSOR to End User's covenant regarding LICENSOR's proprietary rights, LICENSOR agrees to permit End User to utilize materials representing LICENSOR's product or products subject to the following terms and conditions:
1. Exclusive Source. End User shall obtain all LICENSOR authorized product materials through LICENSOR or LICENSOR'S authorized representative and no other source. LICENSOR authorized product materials include, but are not limited to, manuals, license agreements and media upon which LICENSOR's proprietary computer programs are recorded, except for archival copies, as defined in Paragraph 3 ARCHIVAL COPIES of this Agreement. End User shall make no copies of any kind of any of the materials furnished by LICENSOR or LICENSOR's authorized representative, unless specifically authorized to do so in writing signed by a duly authorized representative of LICENSOR.
2. Proprietary Rights of Licensor. End User agrees that LICENSOR retains exclusive ownership of the trademarks and service marks represented by its company name and logo and has been granted by the American Association of Community Psychiatrists, the sole right to use the product names including but not limited to "LOCUS" and "LOCUS Level of Care Utilization System", LOCUS CLINCAL REPORTER, and all of the documentation and computer recorded data related thereto. End User also agrees that all techniques, algorithms, and processes contained in LICENSOR's computer program products or any modification or extraction thereof constitute TRADE SECRETS OF LICENSOR and will be safeguarded by End User, but in no event shall End User exercise less than due diligence and care in accordance with the laws of the country of purchase and International Law, whichever operates to best protect the interests of LICENSOR. End User shall not copy, reproduce, re-manufacture or in any way duplicate all or any part of LICENSOR products WHETHER MODIFIED OR TRANSLATED INTO ANOTHER LANGUAGE OR NOT, or in any documentation, or in any other material provided by LICENSOR in association with LICENSOR's computer program products regardless of what manner of storage and retrieval the product exists, except as specified in this Agreement and in accordance with the terms and conditions of this Agreement which remain in force. End User agrees that in the event End User breaches this agreement, End User will be liable for damages as may be determined by a court of competent jurisdiction. End User further acknowledges that except as granted by the license herein, End User is not permitted to use the trademarks, company names, logos or other intellectual property of either The American Association of Community Psychiatrists or Deerfield Behavioral Health, Inc. (DBH) except as specifically granted herein and in writing by the respective entity.
3. Archival Copies. For purposes of the web based software product, End User is not entitled to make archival copies of those portions of LICENSOR's product(s) that are provided on a machine readable media.
4. Multiple Copy Use. LICENSOR use licenses are applicable to each access of the web based SOFTWARE by a single microcomputer installation which shall incur a fee.
5. Restrictions. You may not rent, lease or otherwise assign or transfer the SOFTWARE or accompanying user documentation or any updates of the SOFTWARE which may be provided under this agreement. You may not reverse engineer, decompile, or disassemble the SOFTWARE or alter the images utilized in the web based product and user documentation. You shall communicate to any individual user in your facility that they are bound by the restrictions of this license agreement may not copy or alter the SOFTWARE for use outside End User's facilities.
6. Warranties. To the maximum extent permitted by applicable law, Deerfield Behavioral Health, Inc., and American Association of Community Psychiatrists and their respective suppliers disclaim all warranties either express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to the SOFTWARE, and the accompanying written materials, if any. In any event, LICENSOR will not honor any warranty shown to exist for which inaccurate or incorrect identifying data has been provided to LICENSOR. The product(s) provided are intended for commercial use only and should not be utilized as the sole data source in clinical decisions as to levels of care.
7. Update Policy. LICENSOR may, from time to time, revise the performance of its product(s) and in doing so, incur NO obligation to furnish such revisions to any End User nor shall it warrant or guarantee that any revision to the SOFTWARE will perform as expected by the End User on End User's equipment. At LICENSOR's option, LICENSOR may provide such revisions to the End User. Also, at LICENSOR's option, LICENSOR may provide its agents and End Users with a revision newsletter or memorandum from time to time. (No update information will be provided unless current demographic data including a valid IP address is on file with LICENSOR.)
8. Customer Service. Although it is the LICENSOR's customary practice to provide reasonable assistance and support in the use of its products to its customers, LICENSOR shall not be obligated to any End User to provide technical assistance or support through this Agreement and may at LICENSOR's sole election charge a fee for customer support.
9. Termination of End User License. If any one or more of the provisions of this Agreement is breached, the license granted by this Agreement is hereby terminated. In the event of such termination, all rights of the LICENSOR shall remain in force and effect. Any protected health information data of End User maintained on LICENSOR'S data base shall upon reasonable notice to End User and at the discretion of LICENSOR may be destroyed.
10. Copyright. The SOFTWARE (including any images, photographs, animations, video, audio, music and or text incorporated into the SOFTWARE) whether exists in a tangible media or in an electronic image media such as html on the world wide web is owned by Deerfield Behavioral Health, Inc. or its suppliers and is protected by United States copyright laws and international treaty provisions and all other commonwealth or national laws. Therefore you must treat the SOFTWARE like any other copyrighted material (e.g., book, musical recording). You may not copy any user documentation accompanying the SOFTWARE.
11. Injunctive Relief. It is understood and agreed that, notwithstanding any other provision of this Agreement, LICENSOR has the unequivocal right to obtain timely injunctive relief to protect the proprietary rights of LICENSOR.
12. Governing Law. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Pennsylvania regardless of where the End User's equipment used to access the SOFTWARE is located.
13. Legal Fees. In the event of legal action brought by either party, the prevailing party shall be entitled to reimbursement of legal fees as set by court action.
14. Entire Agreement. Except for any applicable website user agreement of LICENSOR, this Agreement constitutes the entire agreement between the parties and supersedes any prior agreements. This Agreement may only be changed by mutual written consent.
15. End User Agreement Acknowledgment. By accessing the web based SOFTWARE utility, the End User hereby accepts all the terms and conditions of this Agreement without exception, deletion, alteration. End User acknowledges they are authorized to enter this agreement on behalf of any organization for which the license is sought and that the End User, if an individual, is at least 18 years of age. Any unauthorized use of LICENSOR products will be considered a breach of this Agreement, subject to liquidated damages and otherwise unlawful and willful infringement of LICENSOR's trade secrets and/or proprietary products.
16. Payment and Refund Policy. Access to the web based produced is deemed your Agreement with the terms of this license. The use of the SOFTWARE herein is deemed a commercial use and under the terms of this license agreement End User shall not be entitled to any refund of purchase price. End User agrees to pay all user fees promptly . LICENSOR is authorized by End User to suspend any further access to SOFTWARE in the event fees are not fully paid. End user entity shall promptly pay any and all access and use charges incurred regardless of the end user. End user is responsible for protecting any password and user identity supplied to End User.
17. LOSS/THEFT/MISUSE. End user shall promptly report to LICENSOR the theft or other loss of any password and/or user identity required to access SOFTWARE. LICENSOR shall not be responsible for maintaining the integrity of End User data in the event that end user's data base is accessed and/or altered by an unauthorized end user due to the failure of licensed End User to protect its password or user identity. End User shall be responsible for any costs incurred by LICENSOR due to the negligence or reckless disregard of End User's failure to protect its password or user identity.
18. CIVIL/CRIMINAL INVESTIGATION. End user shall fully cooperate with LICENSOR and or any person authorized by LICENSOR (including local, state, or federal law enforcement officials) to investigate any alleged theft, misuse or unauthorized use of SOFTWARE or data related thereto.
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