This Spirometry 360® Express End User License Agreement ("Agreement") is made between the University of Washington, a public institution of higher education and an agency of the state of Washington, acting through its Center for Commercialization ("UW") and End User.
Spirometry 360® Express includes comprehensive web-based spirometry training tools that include training resources and access to the Spirometry 360 Express website including:
("Program") and is the intellectual property of the University of Washington and is protected by copyright laws and international treaties. Spirometry 360® Express is licensed to individuals involved in health care, or administrators of health care organizations on behalf of the individuals, by UW on the terms and conditions set forth below.
NOTE: No confidential client or patient protected health information is used or exchanged in the Spirometry 360® Express
1. License Grant
1.1. Provided that End User pays the license fee and conforms to the terms and conditions of this Agreement, UW hereby grants, and End User accepts, a limited, non-transferable, non-exclusive license to access, display and perform the Program and print output from the Program, provided such printouts are for End User's use and are not a substantial portion of Program.
1.2. End User shall not modify, decompile, disassemble, reverse engineer, distribute, publish, or otherwise transfer or allow to be transferred the copies thereof of the Program in whole or in part, without prior written permission of UW. In no event shall the End User permit third parties or persons to access the Program or Data.
1.3. End Users may copy web pages or user interface screens for End User's personal use and training.
1.4. End User shall gain no ownership in the Program and shall retain in the Program the copyright, trademark, or other notices pertaining to the Program as provided by UW.
1.5. UW reserves the right to modify or make improvements in Program at any time without notice. UW shall endeavor to correct program defects as identified by UW relating to Program's operation.
1.6. End User shall not submit confidential client or patient protected health information to UW.
1.7. End User is solely responsible for obtaining clearance, releases, permissions or any other document from patients, clients, End User's employer, or any credentialing educational, provider, or research institutions for any Data submitted. UW will not hold designated record sets as defined under the U.S. Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder ("HIPAA"), nor medical records as defined under state law. End User is responsible for compliance with all laws, rules, and regulations applicable to its spirometry-related services. UW is not a Business Associate as defined under 45 CFR §164.105(b)(l). See reference at:https://www.hhs.gov/hipaa/for-professionals/privacy/guidance/business-associates/index.html
1.8. End User agrees that nothing in this Agreement shall be deemed to create any form of professional relationship, including, without limitation, that of physician-patient or therapist-client, between UW and the End User's patients, and that the End Users hall retain sole and exclusive responsibility and make all decisions for the care of its patients and clients. In no event shall the UW, its employees, agents, or officers provide any services under this Agreement in the form of medical care, treatment or therapy to End User's patients.
2. Fee, Delivery and Format
2.1. License fee for rights under this Agreement is USD $400.00 ("Fee") and is due upon End User's execution of this Agreement.
2.2. Upon execution of this Agreement and receipt of license fee, UW will send instructions on accessing the Program to the End User at the email address provided below within 3 business days.
2.3. End User access to the Program shall be for 3 months from the End User's execution of this Agreement. ("Term").
2.4. During the Term of this Agreement, UW shall endeavor to correct program defects in the Program. Under this Agreement, the entire scope and extent of the foregoing services shall not exceed the outline of activities in the Program.
2.5. End User hereby agrees that UW may contact End User at mutually convenient times to request information on deployment of the Program by the End User to assist UW in its development of the Program.
3.1. End User may terminate this Agreement at any time upon written notice to UW.
3.2. UW may terminate this Agreement if End User is in default of any of its obligations set forth herein and fails within 30 days of a written demand for performance to cure such default.
3.3. The provisions under which this Agreement may be terminated will be in addition to any and all other legal remedies which either party may have for the enforcement of any and all terms hereof, and do not in any way limit any other legal remedy such party may have.
3.4. Termination of this Agreement will terminate all rights and licenses granted to End User relating to Program. End User's obligation to pay the Fee survives the termination of this Agreement.
4. Warranties and Disclaimers
4.1. Program is intended only for use by health care providers and staff of health care organizations who are knowledgeable in health sciences ("Audience") and that Program is not meant to be a substitute for professional judgement.
4.2. Program is supplied "AS IS", without obligation by the UW to provide accompanying services or support. The entire risk as to the quality and performance of the Program is with End User.
4.3. UW EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, PERTAINING TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF PROGRAM OR ANY OTHER MATERIALS OTHERWISE PROVIDED TO END USER UNDER THIS AGREEMENT.
5. Indemnification and Liability
5.1. End User shall indemnify and hold harmless UW and its officers, faculty, employees, students and agents, against any and all claims, suits, losses, damages, costs, fees and expenses resulting from End User's use of Program, including but not limited to any damages, losses or liabilities whatsoever with respect to death or injury to any person and damage to any property. This indemnification clause shall survive the termination of this Agreement.
5.2. IN NO EVENT SHALL UW BE LIABLE FOR (A) PERSONAL INJURY OR PROPERTY DAMAGES ARISING IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED IN THIS AGREEMENT OR (B) LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, PROGRAM STOPPAGE, LOST DATA OR ANY OTHER RELIANCE OR EXPECTANCY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OF ANY KIND.
6.1. Pursuant to U.S. laws, Program may not be downloaded, acquired or otherwise exported or re-exported a) into, or to a national or resident of any country to which the U.S. has embargoed goods; or b) to anyone on the U.S. Treasury Department's list of Specially Designated Nations or the U.S. Commerce Department's Table of Denial Orders. By executing this License, End User represent that: a) End User is not located in or under the control of a national or resident of any such country or on any such list; and b) End User will not export or re-export the Program to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.
6.2. This Agreement does not grant permission to use the trade names, identifiers, trademarks, service marks, or product names of the UW, Spirometry 360, or Spirometry Fundamentals to the End User except as required for reasonable and customary use in describing the origin of the Program and the Spirometry 360 Feedback Reporting System, or Spiromtery 360 Program. All goodwill associated with the Program and UW marks and identifiers shall inure to UW. The End User shall not use the name "University of Washington," its logo, marks, or any abbreviation thereof to without prior written approval from UW except as otherwise expressly provided in this Agreement.
6.3 This Agreement is made in and shall be governed by the laws of the State of Washington excluding choice of law principles. Any suit, action, or proceeding arising out of or relating to this Agreement shall be decided in King County, Washington, United States of America.
6.4. End User accepts the venue and jurisdiction of the Federal District Court of Western Washington, Seattle, or the King County Superior Courts.
6.5. This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations, or understandings, either oral or written, between the parties relating to the subject matter hereof. Any amendment of these terms and conditions must be in writing and signed by both parties.
6.6. This Agreement and the rights and benefits conferred upon the parties hereunder may not be assigned or otherwise transferred by End User without the prior written consent of UW.
6.7. Contact for additional information about the Program and notification of defects:
Spirometry 360® Express, UW Child Health Institute, 6200 NE 74th Street, Suite 210 Seattle, WA 98115, Email: email@example.com