SMARTOB® END USER LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY:  Please carefully read this End User License Agreement ("EULA").  By clicking the “I Agree” button below, you are agreeing that the terms and conditions contained in this EULA govern your use of this software, which is being licensed to you by SmartOB® Software (Medical Data Products), a Florida company, with a place of business in Sebastian, Florida (“SmartOB® Software”) (Medical Data Products).

This EULA is a legal agreement between you and SmartOB® Software (Medical Data Products) for the software application accompanying this EULA, which software code, together will all associated printed or electronic documentation is referred to herein as the "SOFTWARE".  If you do not agree to the terms of this EULA, you must click the “I Do Not Agree” button below and destroy any and all copies of the SmartOB® Prenatal Forms (SOFTWARE) in your possession.

SOFTWARE PRODUCT LICENSE.  The SOFTWARE, and all intellectual property rights therein, are the exclusive property of SmartOB® Software (Medical Data Products) and/or its licensors or suppliers.  You are provided with no rights to the SOFTWARE other than the limited license rights described in this EULA.  A User is defined as an individual Practitioner that will interact with this Software (SmartOB® Prenatal Forms). The License Fee is dependent on the number of Users and is indicated on the SmartOB.com website or negotiated with SmartOB in the event of more than 10 Users. Upon your acceptance of this EULA, as demonstrated by your clicking the “I Agree" button below and the successful transaction of the correct License Fee corresponding to the number of User(s) of these forms, you are hereby granted a non-exclusive, non-transferable right and license to install, use, access, display, run, or otherwise interact with the SOFTWARE by the USER(s) during the License period.  If you are licensing the SOFTWARE as part of a Trial, the term of the above license shall be unlimited from the date that this EULA is accepted.  At the end of the Trial period you may continue to license the SOFTWARE pursuant to this EULA only if you have paid the then-current software license fees.  Your access to and use of the SOFTWARE at all times is subject to the terms and conditions of this EULA.  All title and intellectual property rights in and to any content which may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties.  This EULA grants you no license rights in or to such content.  Nothing in this EULA shall be deemed to constitute or provided for the sale of the SOFTWARE or any copies thereof.  All rights not expressly granted in this EULA are reserved by SmartOB® Software (Medical Data Products). 

RESTRICTIONS.  You must maintain all copyright, trademark and other notices on all copies of the SOFTWARE.  Except to the extent permitted under applicable law, you may not copy, reverse engineer, decompile, or disassemble the SOFTWARE.  You may not rent, lease, lend, transfer or sublicense the SOFTWARE to any party. 

SUPPORTSmartOB® Software  (Medical Data Products) may, but is not obligated, to provide you with support services related to the SOFTWARE ("Support Services").  Any software code provided to you as a part of any Support Services shall be considered part of the SOFTWARE and subject to the terms of this EULA.  With respect to any requests, recommendations or other information that you provide to SmartOB® Software (Medical Data Products) about the SOFTWARE and/or as part of the Support Services (collectively, “Feedback”), SmartOB® Software (Medical Data Products) may use such Feedback for its business purposes, including for product support and development without compensation to you of any kind, and you hereby assign any and all rights in and to any Feedback to SmartOB® Software (Medical Data Products). 

TERMINATION.  Without prejudice to any other rights, SmartOB® Software (Medical Data Products) may terminate your license immediately if you fail to comply with the terms and conditions of this EULA.  SmartOB® Software (Medical Data Products) may also terminate this EULA by offering an amended license agreement for the SOFTWARE or any replacement or modified version of or upgrade to the SOFTWARE and conditioning your continued use of the SOFTWARE or such replacement, modified or upgraded version on your acceptance of such amended license agreement.  In addition, SmartOB® Software (Medical Data Products) may terminate your license by notifying you that your continued use of the SOFTWARE is prohibited.  In the event that SmartOB® Software (Medical Data Products) terminates this EULA, you must immediately stop using the SOFTWARE.

DISCLAIMER OF WARRANTIES.  THE SOFTWARE IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS, AND SMARTOB® SOFTWARE (MEDICAL DATA PRODUCTS) HEREBY DISCLAIMS ANY AND ALL WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LACK OF VIRUSES, LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT.  THE SOFTWARE IS DESIGNED SOLELY AS AN AID TO CURRENT PRACTICE AND YOU ACCEPT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SOFTWARE.

LIMITATION ON LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMARTOB® SOFTWARE (MEDICAL DATA PRODUCTS) OR ANY ASSOCIATED ENTITY OR PERSON BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, FOR LOSS OF PRIVACY FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LEANING BIRCH SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS EXCLUSION OF DAMAGES SHALL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  TO THE FULLEST EXTENT ALLOWED UNDER LAW, YOU HEREBY RELEASE SMARTOB® SOFTWARE (MEDICAL DATA PRODUCTS) AND ITS SUPPLIERS AND CREATORS FROM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ALL CLAIMS CONCERNING THE SOFTWARE OR ITS USE.  WITHOUT IN ANY WAY LIMITING THE FOREGOING LIMITATIONS, YOUR SOLE REMEDY AGAINST SMARTOB® SOFTWARE (MEDICAL DATA PRODUCTS) SHALL BE A REFUND OF ANY LICENSE FEE THAT YOU HAVE PAID FOR THE SOFTWARE LICENSED HEREUNDER DURING THE IMMEDIATELY PRECEDING ONE (1) YEAR PERIOD.
 

GOVERNING LAW.  The laws of the State of Florida, U.S.A will govern the interpretation and enforcement of this EULA.

ENTIRE AGREEMENT.  This EULA constitutes the entire agreement between you and SmartOB® Software (Medical Data Products) and replaces any and all prior or contemporaneous agreements, representations or understandings, oral or written, with respect to your license rights in and to the SOFTWARE.

FURTHER ASSURANCES.  You agree that you shall perform any further acts, including the execution of further documents, which may be reasonably necessary to carry out the purposes of this EULA.

SEVERABILITY.  If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this EULA will continue in full force and effect. 
 

If you have any questions or concerns regarding the terms and conditions contained in this EULA, you should NOT click the “I Agree” button below, not install the SOFTWARE and destroy all copies (electronic or otherwise) of the SOFTWARE and related documentation in your possession.   If you accept the terms and conditions set forth in this EULA, please click the “I Agree” button below and proceed with the purchase of the SOFTWARE LICENSE. 

SmartOB® is a registered trademark of Charles S. Bloom, MD
SmartOB® Prenatal Forms are Copyright Charles S. Bloom, MD