Micromedex LLC End User Agreement

For the benefit of Micromedex LLC, as “third party Licensor,” the Sublicense Agreement shall include, at a minimum, contractual provisions:

  1. Prohibiting use of the Product (as incorporated in the Integrated Package) by, or for the benefit of, a third party;
  2. Restricting use of the Product (as incorporated in the Integrated Package) to the Territory;
  3. Prohibiting the Customer from placing the Product (as incorporated in the Integrated Package) on, or making the Product accessible via, the Internet, notwithstanding Reseller’s delivery of the Integrated Package via Reseller’s SAAS distribution method;
  4. Prohibiting title or any right or interest in the Product (as incorporated in the Integrated Package) from passing to the Customer;
  5. Prohibiting the reverse engineering, disassembly or decompilation of the Product (as incorporated in the Integrated Package);
  6. Requiring the Customer to retain and ensure that all disclaimer notices as contained in the Products are displayed in the Integrated Package;
  7. Prohibiting assignment, transfer or duplication of the Product (as incorporated in the Integrated Package), except one copy may be made for back-up purposes, if applicable;
  8. Requiring the Customer, upon expiration or termination of the Sublicense Agreement, to discontinue all use of the Products, as incorporated into the Integrated Package, and to destroy all copies thereof, as well as all Documentation;
  9. Prohibiting the Customer from using any version of the Products, as incorporated into the Integrated Package, other than the most current version;
  10. Disclaiming any warranty or representation by third party Licensor to the Customer;
  11. Excluding any direct, indirect, incidental, consequential, special, punitive or exemplary damage remedies against third party Licensor;
  12. Limiting third party Licensor’s maximum liability substantially as set forth in this Agreement; and
  13. Specifying that the Customer shall restrict use of any information generated or provided by the Product (as incorporated in the Integrated Package), in connection with the treatment of patients, to a licensed healthcare professional directly connected with the Customer, either as an employee or an authorized affiliate; and then, only under the supervision of, and reliance upon, the clinical discretion and judgment of a licensed physician. As between the Customer and third party Licensor, the Customer assumes full responsibility for ensuring the appropriateness of using and relying upon the information in view of all attendant circumstances, indications and contraindications.