Terms and Conditions for Use of Software

Software Partners LLC ("SWP", "we" or "us") appreciates how important understanding your health is to you and your stakeholders to exchange data and treatment options and are pleased to make our MatchMerge tools (the "Software") available. When using this Software, please remember that the tools and data are intended for data exchange and informational purposes only. Neither we nor our suppliers provide medical management advice or diagnostic recommendations. Decisions about the best medical treatments should be made in consultation with a qualified physician.

As with any Software there are limitations on what you can and cannot do, and what we can and cannot do. These are captured below in our Terms and Conditions. Please read them carefully and make sure you understand and accept them prior to using the Software.

The following terms constitute an agreement between you and us. This agreement ("Terms and Conditions") governs your use of the Software.

BY USING THE SOFTWARE, YOU SIGNIFY THAT YOU AGREE TO THESE TERMS AND CONDITIONS.

The Software is protected by U.S. and international copyright laws. Other than is permitted by the terms of this agreement, you may not: (i) copy the Software, (ii) create derivative works of or from the Software (i.e., create any new works that include any portion of the Software, or that are translations, abridgments, transformations, or adaptations of the Software), (iii) distribute the Software, (iv) or publicly display the Software. There are very substantial damages and attorneys' fees recovery available to copyright owners for infringement of their copyrights.

You may not:

You have the limited right to use the Software solely for your internal business operations and subject to the terms of this agreement, including the definitions and rules set forth in your purchase order and the program documentation. You may allow employees of your organization to use the Software for this purpose and you are responsible for their compliance with this agreement in such use. You may allow your stakeholders to use the human and electronic interfaces that are provided for the purpose of exchanging public health data with San Diego County Health and Human Services. You are responsible for their compliance with this agreement in such use. Other parties, including vendors performing other work on your behalf, may not use the Software without prior written agreement from Software Partners LLC. Upon payment, you will have a perpetual, non-exclusive, non-assignable, royalty free license to use for your internal business operations, anything delivered to you under this agreement; however, certain additional deliverables may be subject to additional license terms provided in the ordering document. Please note that we offer the Software "AS IS" and without warranties.

We retain all ownership and intellectual property rights to the programs and anything developed by us. You may make a sufficient number of copies of each program for your licensed use and one copy of each program media.

The Software is subject to a restricted license and can only be used in conjunction with the application package as delivered. Modifications to the programs are not permitted. Development of additional programs, reports, etc., using any underlying third party software (JBoss, Microsoft SQL Server, etc) are not permitted.

Upon 45 days written notice, we may audit your use of the Software. You agree to cooperate with our audit and provide reasonable assistance and access to information. You agree to pay within 30 days of written notification any fees applicable to your use of the programs in excess of your license rights. If you do not pay, we can end your technical support, licenses and/or this agreement. You agree that we will not be responsible for any of your costs incurred in cooperating with the audit. We can also end your technical support, licenses and/or this agreement for nonpayment of invoices that are 30 days or more past due.

Your license includes the right to run the Software on an unlicensed spare computer in a failover environment for up to a total of ten separate days in any given calendar year. Any use beyond the right granted in the previous sentence must be licensed separately on the same terms and conditons under which the original Software was licensed.

For the purpose of testing physical copies of backups, your license includes the right to run the database on an unlicensed computer up to four times, not exceeding two days per testing, in any given calendar year.

Microsoft SQL Server embedded software is also governed by this agreement.