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Digital Orientation Resolutions Inc. is proud to introduce Katiba™ OBUS Worksheet to assist sonographers and members of sonographers.ca in preparing their technical worksheet for obstetrical ultrasound examinations. Katiba™ OBUS Worksheet provides instant access to all your BC Women's Obstetrical charts, automatic calculation of gestation age by LMP or dating ultrasound, MSD, CRL, BPD, HC, AC, FL, and interval growth, percentile of growth, percentile of AFI, estimated fetal weight in grams and ounces as well as quick reference for checking fetal anatomy under and over 14 weeks. A one click Print button will automatically print the worksheet through your default printer. Katiba™ OBUS Worksheet is designed to assist sonographers in creating worksheets which are clear, consistent, accurate and faster compared to manual calculations. As a member of sonographers.ca, you may install and use the trial version of the worksheet for free for a limited time. You must read and agree to the END USER LICENSE AGREEMENT (EULA) below before installing Katiba™ OBUS Worksheet. If you have not received the installation password yet, please Contact us after reading the EULA.
Digital Orientation Resolutions Inc.
Katiba™ OBUS Worksheet
END USER LICENSE AGREEMENT
FREE LIMITED TRIAL VERSION
This is a legal agreement between the end user individual or entity reviewing this Agreement (“You”) and Digital Orientation Resolutions Inc. (the “Licensor”, “DORI”, and (“We”) by which certain software referred to by the Licensor as Katiba™ OBUS Worksheet (the “Software”) is being licensed, not sold, to You.
**Please review the Confidentiality provisions set forth below in Section 12**
By installing, copying, or otherwise using the Licensor’s Software, You agree to the terms and conditions of this Agreement with the Licensor. If You do not agree with all of these terms and conditions, You are not licensed to use the Software and thus should not install the Software on any computer system. If You click on the icon below marked “I ACCEPT THE AGREEMENT” or otherwise continue to use the Software, such conduct will be deemed to indicate your acknowledgement that You have read, understand and accept these terms and conditions.
TERMS AND CONDITIONS
1. License Grant. We grant You a personal, non-exclusive, non-transferable right and license to use this copy of the Software in accordance with and subject to the terms of this Agreement.
2. Trial Version. This license applies to the trial version (unpaid) of the Software. There is no warranty and no technical support available for this version of the Software. If you want a fully functional version of the Software with accompanying technical support services, please contact us.
3. Limitations. This Software will only function until September 01, 2010 and thereafter become inoperable. During such period, You will be able to generate and print worksheets but will be unable to save any information in a data file.
4. Representation and Indemnity. This Software is intended only for use by sonographers in Canada and the United States of America. By downloading and installing or otherwise using the Software, You are representing to the Licensor that You are a member in good standing of sonographers.ca. If You are not a member of sonographers.ca, then despite any other provisions of this Agreement, the license hereby granted is terminated and You must (a) not use the Software, and (b) delete the Software from your computer system. You hereby agree to indemnify and hold harmless the Licensor and its employees, licensors, and independent contractors (together, the “Indemnified Parties”) from and against any and all liabilities, costs and damages incurred by any of the Indemnified Parties in connection with any claim, demand, suit or proceeding arising out of any breach by You of any of the foregoing representations and covenants, including, without limitation, reasonable actual legal and expert fees and costs. You will cooperate fully in the defense of any claim, demand, suit or proceeding made against any of the Indemnified Parties. The Licensor reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and You shall not in any event settle any matter without the prior written consent of the Licensor.
5. Installation and Use. You may install and use the Software on any number of computers.
6. Ownership of Software. The Software is licensed, not sold, to You pursuant to, and solely for your use under, the terms and conditions of this Agreement and the license granted herein. DORI retains all right, title, and interest relating to or embodied in the Software, including without limitation all copyrights, trade secrets rights, trademarks and any other intellectual property rights relating to the Software. For the avoidance of doubt, all rights not expressly granted in this Agreement are reserved to the Licensor.
7. Ownership of Marks. All graphics, logos, domain names, trademarks and trade names relating to this Web Site or the Software (collectively, the “Marks”) are the property of DORI. DORI retains all right, title and interest, including all copyrights, trademarks and related intellectual property rights, in and to the Marks. You are prohibited from using any of the Marks.
8. Restrictions. You may not sell, lease, sublicense, loan, copy or rent the Software to any third party. You may not reverse engineer, modify, alter, disassemble, decompile, adapt or translate any part of the Software, or prepare any derivative works of the Software.
9. Warranty. The Software is licensed to You on an "as is" basis and without any warranty of any kind, whether express or implied. YOUR USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. DORI DOES NOT WARRANT THAT THE USE OF SOFTWARE WILL BE UNINTERRUPTED OR THAT THE SOFTWARE WILL BE ERROR-FREE. You assume the entire risk as to the results and performance of the Software. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DORI HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND DUTIES OF ANY KIND (IF ANY), WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE, OF ACCURACY, OF AVAILABILITY OR COMPATIBILITY, OF WORKMANLIKE EFFORT OR OF NON-NEGLIGENT PERFORMANCE.
10. Limitation of Liability. Independent of, severable from and to be enforced independently of any other enforceable or unenforceable provision of this Agreement, IN NO EVENT WILL THE LICENSOR’S AGGREGATE LIABILITY to you (including liability to person or persons whose claim or claims are based on or derived from a right or rights claimed by you), with respect to any and all Claims at any and all times arising from or related to the USE OF THE SOFTWARE, in contract, tort (INCLUDING NEGLIGENCE OR BREACH OF ANY DUTY), strict liability, statutory liability or otherwise exceed the greater of either the consideration paid by you to the licensor under this Agreement or the sum of $5.00. In no event will the COMPANY be liable to you for any consequential, indirect, special, PUNITIVE, EXEMPLARY or incidental damages, LOSS OF GOODWILL OR BUSINESS PROFITS, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT AND EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW regardless of the success or effectiveness of other remedies.
11. Hazardous Environments or High Risk Activities. The Software is not designed for use in connection with any hazardous or high risk environments or activities or any circumstances requiring fail-safe performance or controls, including without limitation, critical care facilities, rescue or emergency situations, surgery, or any other environment or situation in which the failure of the Software could lead, directly or indirectly, to death, personal injury or material property damage. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR OF ANY LIMITS OR DISCLAIMERS OF THE LICENSOR CONTAINED IN THIS AGREEMENT, DORI HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR ANY OF THE FOREGOING PURPOSES. YOU ACKNOWLEDGE AND AGREE THAT ANY USE BY YOU OR ON YOUR BEHALF OR AT YOUR INSTRUCTION (WHETHER EXPRESS OR IMPLIED) OF THE SOFTWARE IN CONNECTION WITH ANY OF THE FOREGOING USES SHALL BE DONE SOLELY AND WHOLLY AT YOUR OWN RISK, AND THAT DORI SHALL HAVE NO LIABILITY WHETHER UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY FOR ANY SUCH USE UNDER ANY CIRCUMSTANCE WHATSOEVER.
12. Confidentiality. As used in this Agreement, “Confidential Information” means the Software, data or information licensed or otherwise provided by DORI to You, except for any information that is: (a) publicly available or later becomes available other than through a breach of this Agreement; (b) known to You or your employees, agents, or representatives prior to such disclosure or is independently developed by You or your employees, agents or representatives subsequent to such disclosure; (c) subsequently lawfully obtained by You or your employees, agents or representatives from a third party without obligations of confidentiality; or (d) subject to any express obligation of confidentiality imposed on You, inherently disclosed in the use, lease, sale or other distribution of any present or future product or service produced by, for or under authorization of the Licensor or in publicly available supporting documentation for any such product or service.
DORI hereby advises You that the Software and its functionality constitutes proprietary and Confidential Information of DORI. You agree to keep and use the Software in confidence and to take all reasonable precautions to ensure that no unauthorized persons have access to the Software and that no unauthorized copies are made. For the avoidance of doubt, You may disclose the existence of the Software and the general benefits of using the Software however You will not permit another person to view the Software’s operation or use or access the Software on any computer upon which You have installed the Software without first obtaining the Licensor’s prior written permission in each instance to any such proposed disclosure. Breach of this provision shall, despite any other provision of this Agreement and without limiting any other remedies to which the Licensor may be entitled, be grounds for immediate termination of this Agreement without further obligation to You and grounds for recovery of all damages resulting from any breach of confidentiality.
13. Invalidity. Each provision of this Agreement is declared to be a separate and distinct promise and to be separable from all other such separate and distinct promises. If any promise, provision or part thereof is determined by a court of competent jurisdiction or other constituted legal authority to be void, unenforceable or unreasonable in whole or in part, it will not be deemed to affect or impair the enforceability or validity of any other promise or provision in this Agreement or any part thereof and the said court or other constituted legal authority will have the authority to limit such promise or provision as it deems proper to most closely match the intent of the original provision and the remainder of the Agreement will continue in full force and effect.
14. No Waiver. Any failure by the Licensor to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless expressly agreed to by the Licensor in a non-electronic writing manually signed by a duly authorized officer of the Licensor.
15. No Third Party Beneficiaries. This Agreement is solely for the benefit of You, on the one hand, and DORI, on the other hand. There are no third party beneficiaries of this Agreement.
16. Entire Agreement. This Agreement constitutes the entire agreement and understanding between DORI and You with respect to the Software and supersedes all other prior or contemporaneous communications, agreements, understandings and proposals, whether written, oral, electronic or non-electronic, between DORI and You regarding its subject matter.
17. Admissibility. A printed version of this Agreement and of any notice given to you in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
18. Updates and Amendments. DORI may, at any time, amend the provisions of this Agreement. If you do not accept an amendment, this Agreement will terminate. This Agreement shall automatically incorporate and include any and all add-on components, amendments, features, modifications, supplements, updates and other functionality or messages related thereto, including without limitation alterations of availability, content, features, functionality, security, storage and other information relating to the Software (collectively, “Updates”) that DORI may provide or make available generally to its licensees of this version of the Software, subject to any additional terms and conditions provided by DORI applicable to such Updates. You hereby authorize DORI to, and agree that DORI may, in accordance with our standard operating procedures as in effect at the applicable time, automatically and in good faith transmit, access, install and otherwise provide Updates from time to time, without further notice to You or need for consent from You. DORI has no obligation to, and nothing in this Agreement may be construed to require DORI to, create, provide or install Updates. Your use of the Software will always be subject to the most current versions of this Agreement.
19. Authority. If You are an individual and are entering into this Agreement on behalf of an entity, You represent and warrant that You have due authorization from the governing body of such entity to enter into this Agreement and to bind such entity to all of the terms and conditions of this Agreement.
20. Headings. The headings to, and the division of this Agreement into Sections, Subsections, Paragraphs, and Subparagraphs are for ease of reference only and will not in any way affect or be used in interpreting any of the provisions of this Agreement. Unless the context otherwise requires, a reference to a Section, Subsection, Paragraph, Subparagraph or Schedule by number or letter is a reference to the appropriate Section, Subsection, Paragraph, Subparagraph or Schedule in this Agreement.
21. Exclusion of CISG. The application of the United Nations Convention on Contracts for the International Sale of Goods will not apply to any part of the transactions contemplated by this Agreement and the same is hereby strictly excluded.
22. Termination and Survival. This Agreement is effective until terminated. You may terminate this Agreement at any time. The Licensor may terminate this Agreement in the event You fail to comply with the terms and conditions of this Agreement. If this Agreement is terminated for any reason, You must destroy all copies of the Software in your possession or under your control including permanently deleting all copies of the Software residing on or accessed by any computer owned or controlled by You. Sections 4 (Representation), 6 (Ownership of Software), 7 (Ownership of Marks), 8 (Restrictions), 9 (Warranty), 10 (Limitation of Liability), 11 (Hazardous Environments or High Risk Activities), 12 (Confidentiality), 13 (Invalidity), 14 (No Waiver), 16 (Entire Agreement), 19 (Authority), 21 (Exclusion of CISG), 22 (Termination and Survival), 23 (Amendment) and Sections 24 to 29 inclusive, will survive any cancellation, termination, expiration, or suspension of this Agreement.
23. Amendment. This Agreement will not be and is incapable of being amended or varied, verbally or in writing, unless any such amendment or variation is in writing and signed by a senior officer of DORI expressly referring to this Agreement.
DISPUTE RESOLUTION
24. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws (procedural and substantive) of the Province of British Columbia and Canada as if made and performed by and between parties situate in such province and without regard to any conflict of laws doctrine.
25. Mediation. Except to the extent that any equitable relief may be required by the Licensor to protect its interests under this Agreement, and particularly, in regards to the provisions of Section 12, any and all disputes, controversy or claims arising out of or in connection with or in relation to this Agreement or the breach thereof, including any question regarding its existence, validity, performance or termination and any tort or other common law or statutory claim arising out of or relating to its negotiation, execution or performance (collectively, the “Dispute”), will be first subject to non-binding mediation in an effort to resolve any such Dispute by participating in a structured negotiation conference with a mediator under the Commercial Mediation Rules of the British Columbia International Commercial Arbitration Centre. The mediation will be held in Vancouver, British Columbia, Canada. The parties agree to use best efforts to conduct any dispute resolution procedures herein as efficiently and cost effectively as possible. All aspects of the mediation will be treated as confidential. The costs of the Mediator will be shared equally between the parties. The mediation may, at the option of either party, occur by videoconference transmission. The party electing to participate in the mediation by videoconference will be responsible for paying the costs of one Mediator who must attend and participate in the mediation at the videoconference facility selected by the party engaging such person.
26. Arbitration. If You and the Licensor are unable to resolve the Dispute by the mediation procedures contemplated under Subsection 24 within 15 days of the appointment of a Mediator, or such longer period of time which we may both agree to, all Disputes will be referred to and finally resolved by arbitration under the Domestic Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre with the losing party paying all costs of arbitration (including reasonable legal fees and expenses). The place of arbitration will be Vancouver, British Columbia. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be administered by the British Columbia International Commercial Arbitration Centre and the determination of such arbitrator will be final and binding upon the parties hereto. Judgment on the award of an arbitrator may be entered into any court having jurisdiction over the person or property of the person against whom enforcement of the judgment is sought and each of the parties agrees to and hereby waives any defences against the enforceability and execution of any such judgment awarded by the arbitrator as hereby contemplated. The award of the arbitrator will earn interest, from the date of the award until satisfied in full at the rate of 18% per year calculated and compounded annually. You hereby waive (a) any right to object to venue or jurisdiction based on inconvenient forum or for any other reason; and (b) any statutory or other right pursuant to the laws of the jurisdiction in which You are ordinarily resident to have a case or hearing relating to this Agreement adjudicated or resolved in that jurisdiction.
27. Appointment of Mediator and Arbitrator. Any mediator or arbitrator will be appointed, pursuant to Subsections 24 and 25, by agreement between the parties or, in default of agreement, such mediator or arbitrator will be appointed by a Judge of the Supreme Court of British Columbia sitting in the Courts of Vancouver, upon the application of either party.
28. Procedure. In any arbitration proceeding contemplated by these terms and conditions, the parties agree that they will be entitled to discovery to the same extent permitted by the Supreme Court of British Columbia as if the matter were being adjudicated in such Court.
29. Dispute Resolution. The parties agree that, unless otherwise required in order to comply with deadlines under the law, they will not file any action or institute legal proceedings with respect to any Dispute until:
(a) notice has been given to the other party of its grievance;
(b) the other party has failed to provide a prompt and effective remedy;
(c) the party with the grievance has requested that representatives for both parties meet and discuss the matter in order to consider informal and amicable means of resolution; and
(d) either such meeting as contemplated by Paragraph 29(c) failed to occur within 30 days after such request or the meeting did not produce a mutually satisfactory resolution of the matter.
By clicking the “I Accept the Agreement” icon above, You confirm that You agree to be bound by the terms and conditions of this Agreement.
By clicking the “I Do Not Accept the Agreement” icon above, You confirm that You do not agree to be bound by the terms and conditions of this Agreement.
For License information, please contact:
Digital Orientation Resolutions Inc.
Email: support@digitalorientation.com
Copyright © 2005-2012 Digital Orientation Resolutions Inc. All Rights Reserved.
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