"Software" is defined as the Bioexsystems software with which this License Agreement (this "Agreement") is included and any updates or maintenance releases. If you disagree with the terms and conditions of this Agreement you may return this Software before your receipt of a registration code for use of the Software. No return or refund is allowed after your receipt of a registration code. You may not use the Software unless you agree with this Agreement.
- Exercise Pro, Exercise Pro-Active Care, Exercise Expert, Ergo Pro Software, Fitness Maker, Fitness Maker Professional, Nutrition Maker, Nutrition Maker Focus, Nutrition Maker Plus, Software programs are licensed only for use under the direct supervision of properly licensed qualified professionals ("licensed persons"). These programs are not to be used by individual clients or by any person who is not properly supervised by a licensed person. Any person who receives any exercise or nutrition instructions generated by these programs should consult a licensed person prior to use. These programs do not provide medical, therapeutic or nutritional advice and are designed for use solely by licensed persons to generate exercise and nutrition instructions. No representation is made that any particular recipe, meal plan, exercise or protocol is appropriate in any circumstance, and no inference should be drawn by any label or category in the program. These labels and categories have been used solely to assist licensed persons in locating exercises or meal plans. The licensed person has the full and sole responsibility for the accuracy, completeness and appropriate use of any exercise, recipe or meal plan, and the sole responsibility of the authors is contained in the following Warranty/Disclaimer. These programs are licensed solely for the purpose of teaching, treatment or rehabilitation of clients within the purchaser's facility.
- All Programs With respect to all of our Software, including the programs described above, subject to the terms and conditions of this Agreement, you are granted a limited, non-exclusive license to use the Software. Unless you have purchased a Network License you may install the Software only on one computer; you may make one backup copy of the Software to be used only if the original copy becomes unusable; and you may transfer your rights in the Software to a third party only if you sell the computer on which the Software is installed to a third party; provided you do not keep a copy of the Software for yourself and the person to whom you transfer the software agrees to the then offered license terms by Bioexsystems. If you purchase a Network License the installation is limited to one network and to the number of computers authorized under the license. Network Licenses are not transferable, except in connection with the sale of the entire business of the licensee.
- Restrictions You agree not to
- make additional copies of the Software except as provided above;
- enable others to use your registration codes;
- give copies of the Software to persons who have not purchased an appropriate license from Bioexsystems;
- install the Software on computers used by individuals who have not purchased an appropriate license from Bioexsystems;
- duplicate the Software by any means, including by electronic transmission;
- copy the printed materials and other documentation included with or in the Software;
- reproduce program output, such as recipes, meal plans, exercises and exercise instructions, in advertising or other publications; or
- except as required for compliance with medical record keeping requirements, scan and store the program output into electronic storage devices without the prior written permission of Bioexsystems.
The Software includes trade secrets of Bioexsystems and of third parties, and you may not decompile, reverse engineer, disassemble or otherwise reduce the Software to human-perceivable form or disclose trade secrets or disable the functionality which limits the use of the Software. You may not attempt to modify, adapt, translate rent, sublicense, assign, loan, resell for profit, distribute or network the Software or related materials or create derivative works based on the Software or any part thereof. These restrictions may be modified only by a written agreement signed by you and by an authorized representative of Bioexsystems.
- Termination This Agreement may be terminated by Bioexsystems immediately and without notice if you fail to comply with any term or condition of this Agreement. Upon such termination you must immediately destroy all complete and partial copies of the Software, including all backup copies. Bioexsystems reserves the right to change the terms of this Agreement and to modify the Software to add, change or eliminate features.
- Warranty DisclaimerTHE SOFTWARE, CDs, MEDIA AND RELATED MATERIALS AND CONTENT ARE PROVIDED "AS IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIOEXSYSTEMS AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR THEIR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. BIOEXSYSTEMS DOES NOT WARRANT THAT THE SOFTWARE IS SECURE OR FREE FROM BUGS, VIRUSES, ERRORS OR OTHER PROGRAM LIMITATIONS, INCLUDING BUT NOT LIMITED TO ACCURATE THIRD-PARTY CONTENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. SO THE THESE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED TO SIXTY (60) DAYS FROM YOUR DATE OF PURCHASE OF THE SOFTWARE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS. SO THIS LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY FROM STATE TO STATE.THE SOFTWARE AND RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT BIOEXSYSTEMS AND ITS REPRESENTATIVES ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING, MEDICAL, NUTRITIONAL OR OTHER PROFESSIONAL SERVICES. IF LEGAL, MEDICAL, NUTRITIONAL OR OTHER PROFESSIONAL ADVICE IS REQUIRED AND YOU ARE NOT A QUALIFIED PROFESSIONAL YOU SHOULD SEEK THE SERVICES OF SUCH A PERSON. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOU USE OF THE SOFTWARE OR ITS CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.
- Limitation of Liability and DamagesTHE ENTIRE LIABILITY OF BIOEXSYSTEMS FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIOEXSYSTEMS AND ITS REPRESENTATIVES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO: DAMAGES OR LOSS OF BUSINESS, LOSS OF PROFITS AND THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF BIOEXSYSTEMS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BIOEXSYSTEMS AND ITS REPRESENTATIVES TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BIOEXSYSTEMS AND YOU. BIOEXSYSTEMS WOULD NOT HAVE BEEN ABLE TO PROVIDE THE SOFTWARE TO YOU WITHOUT THESE LIMITATIONS.
- Export Restrictions You acknowledge and agree that the Software is subject to the restrictions and controls imposed by the Export Administration Act of 1979, as amended, and the Regulations thereunder (the "Act"). You agree that the Software will not be used for any purpose prohibited by the Act. You further agree that the Software will not be exported to countries subject to US trade embargoes or transferred to persons on the "Specially Designated Nationals List" and "Entities List."
- Privacy Bioexsystems privacy policies are set forth at its Web Site. Please refer to http://www.bioexsystems.com. You agree to be bound by those policies, insofar as they apply to the Software.
- General Provisions This Agreement sets forth Bioexsystems' and its representatives' entire liability and your exclusive remedy with respect to the Software. This is the entire agreement relating to the software between you and Bioexsystems. It may be amended only by an agreement in writing signed by you and by an authorized representative of Bioexsystems. This Agreement does not limit any rights that Bioexsystems may have under trade secret, copyright, trademark or other laws. The validity and enforceability of this Agreement shall be governed by Texas law (without reference to choice of law principles), except as to copyright, trademark and other issues that are specifically governed by federal laws.