MEDITECH Third Party Content End User Agreement

MEDITECH has entered into separate license agreements (“Third Party Vendor Agreements”) whereby various Third Party Vendors licensed to MEDITECH certain content, software or solution (“Third Party Content”) for use in the MEDITECH Service (“The Service”). Customer acknowledges and agrees to the following End User License Agreement (“EULA”) terms and conditions with respect to any/all Third Party Content:

  1. License Grant. The Third Party Content is licensed, not sold, to MEDITECH under the Third Party Vendor Agreements, pursuant to which MEDITECH is permitted to sublicense the right to Customer to access and use the Third Party Content in conjunction with The Service. All ownership and intellectual property rights (including, without limitation, copyrights, trademarks, trade secrets, or know-how) in the Third Party Content are the sole and exclusive property of the licensing Third Party Vendor. Other than those listed explicitly herein, no rights in the Third Party Content are granted to Customer. 

  2. Use. Customer may access and use the Third Party Content solely in conjunction with its internal use of The Service and in full compliance with all applicable laws and regulations. 

  3. Restrictions. Customer shall not: (a) transfer, market, sell, rent, distribute, or otherwise make available the Third Party Content to any third party entity; (b) modify, reverse engineer, disassemble or decompile the Third Party Content; (c) remove, alter or deface any copyright, trademark or other proprietary notices from the Third Party Content; or (d) use the Third Party Content in any manner that violates any individual’s privacy right(s) set forth by statute, rule, regulation or case law. 

  4. Breach. Customer shall promptly notify MEDITECH of any known or suspected breach of this EULA. 

  5. Termination. Unless explicitly permitted otherwise in writing, Customer's use of Third Party Content shall automatically terminate upon termination of Customer’s Agreement with MEDITECH for use of The Service and/or upon termination of MEDITECH’s agreement with Third Party Vendor for the right to distribute the Third Party Content. Where applicable and appropriate, Customer may apply directly to Third Party Vendor for continued use rights in the Third Party Content. 

  6. Territory. Customer shall limit use of the Third Party Content to the territory defined in Customer’s Agreement with MEDITECH for use of The Service.

  7. Data Rights. Where applicable, Third Party Vendors shall have the right to collect and analyze data relating to the provision, use and performance of various aspects of the Third Party Content and related systems and will be free to (i) use such information and data to improve and enhance the Third Party Content and for other development, diagnostic and corrective purposes in connection with the Third Party Content and other offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. 

  8. U.S. Government Restricted Rights. As defined in section FAR section 2.101, certain Third Party Content and associated documentation are "commercial items" and according to DFAR section 2.52.227-70l(a)(l) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the Agreement and will be prohibited except to the extent expressly permitted by the terms of the Agreement.

  9. Disclaimer of Liability.

    1. Third Party Content is provided “AS-IS” and Third Party Vendor disclaims any warranty of any kind to Customer.

    2. Customer disclaims and waives Third Party Vendor’s liability for damages, whether direct or indirect, incidental or consequential, arising in connection with Customer’s use of the Third Party Content.

  10. Sale, Acquisition or Merger. Third Party Content is non-sublicensable, non-assignable and non-transferable, except in connection with any sale, merger, or corporate reorganization of substantially all of the assets of Customer. In the event that Customer is acquired by a third party entity (whether via any sale, merger, or corporate reorganization of all or substantially all of the assets of Customer), then its affiliates shall not be permitted to access or use the Third Party Content included in The Service unless a separate agreement has been or will be executed between such parties. 

  11. Audit. During the term of this EULA and upon reasonable notice to Customer, MEDITECH may, at Third Party Vendor’s request, audit Customer’s use of Third Party Content to assure compliance with this EULA and report the results to the respective Third Party Vendor.

  12. Third Party Beneficiary. Customer agrees that Third Party Vendors are third party beneficiaries of this EULA entitled to enforce its provisions.