END USER AGREEMENT
This End User Agreement
(“Agreement”) contains the terms and conditions under which Northern
California Medi-Cal Administrative Services Joint Powers Authority (“NMAS-JPA”)
agrees to provide you, the subscriber, with a non-exclusive, limited license to
use its EASYMAA time survey and data collection software (“Program”)
located on the Internet at http://www.easymaa.org (“Site”).
By clicking on the “I Accept” button
below, you acknowledge your acceptance of this Agreement. This is a legal agreement between you
and NMAS-JPA, and you are granted this limited license to use the Program only
if you accept all of the terms contained in this Agreement. Before clicking on
the “I Accept” button below, please read all of the terms and
conditions of this Agreement.
1. LICENSE. NMAS-JPA
grants to you a nonexclusive, nontransferable, limited license to use the Program
in connection with managing data relating to certain Medi-Cal administrative
services. You agree not to disclose or make the Program available to any third party
and you shall protect the confidentiality of the Program with the degree of
care which you use to protect the confidentiality of your own proprietary
information of like nature, but with no less than a reasonable degree of care. You may not lease,
assign, sublicense or transfer this license and any attempt to lease,
sublicense, assign or transfer all or any of your rights hereunder is void and
will result in an immediate termination of this Agreement.
2. ACCESS
TO SITE. You will be
provided with a password and account designation (“Password”) after
you register with the Site. The
Password will enable you to access the Site and use the Program. As a material condition to your
continued access to and use of the site and the Program, you are responsible
for maintaining the confidentiality of the Password, and are fully responsible
for all activities that occur under your Password. You agree to immediately notify NMAS-JPA of any unauthorized use of your Password or any other breach of
security, and ensure that you exit from the Site at the end of each
session. NMAS-JPA is not responsible or liable for any losses or damages arising from your
failure to comply with this Section 2.
3. RESTRICTIONS. The Program (and all
content, including without limitation, images, animation, object or font files
and all other items) and the accompanying printed or written materials are
protected by applicable national copyright laws and are also subject to trade
secret laws. Unauthorized copying
of the Program or any related materials, including those instances where any
aspects of the Program or related material have been modified, merged, or
included with other data, code or software for any reason, is expressly forbidden.
You will be liable for copyright infringement and all damages that result from
any such unauthorized copying. You
further agree not to de-compile, reverse engineer or disassemble the Program,
or otherwise reduce the Program to a human perceivable form. You may not
modify, adapt, translate, rent, lease, loan, resell for profit, distribute or
create derivative works based on all or any part of the Program
or accompanying content or documentation.
4. TERMINATION. NMAS-JPA may terminate this Agreement
and the license granted to you hereunder, immediately and without notice to you
upon your breach of any provision of this Agreement.
5. DISCLAIMER
OF DAMAGES. THE PROGRAM IS
PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER
EXPRESSED OR IMPLIED, AND THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY
DISCLAIMED. NMAS-JPA DOES NOT
WARRANT THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF
THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE PROGRAM IS WITH YOU.
NO ORAL OR WRITTEN INFORMATION, ADVICE OR ADVERTISEMENT GIVEN BY
NMAS-JPA, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY
AND YOU MAY NOT RELY ON ANY SUCH INFORMATION, ADVICE OR ADVERTISEMENT FOR SUCH
PURPOSES. SHOULD THE PROGRAM PROVE
DEFECTIVE, YOU (AND NOT NMAS-JPA OR ANY AUTHORIZED REPRESENTATIVE) ASSUME THE
ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
6. LIMITATION
OF LIABILITY. IN NO EVENT WILL NMAS-JPA OR ANYONE ELSE
WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, USE OR DELIVERY OF THE PROGRAM
BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL
DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, SAVINGS, LOST OR
DAMAGED DATA OR OTHER PROGRAMS ARISING OUT OF THE USE OR INABILITY TO USE THE
PROGRAM, EVEN IF NMAS-JPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTHWITHSTANDING ANY FAILURE
OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR ANY CLAIM BY YOU OR ANY OTHER
PARTY. NMAS-JPA’S SOLE LIABILITY TO YOU OR ANY THIRD PARTY AND YOUR SOLE
REMEDY ARISING OUT OF OR RELATED TO THIS AGREEMENT HOWEVER CAUSED AND ON ANY
THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE WILL NOT EXCEED THE LICENSE FEE PAID BY YOU FOR THE PROGRAM.
7. GENERAL. This Agreement will be governed by
the laws of the State of
California
.
This Agreement is the complete agreement between NMAS-JPA and you, and
supersedes all prior agreements, oral and written, with respect to the subject
matter contained herein. This Agreement may only be modified by a written
document signed by NMAS-JPA and you. If any provision of this Agreement is held
unenforceable or invalid, the remaining provisions shall be given full effect,
and the parties agree to negotiate, in good faith, a substitute valid
provision. If any remedy provided by this Agreement is determined to have failed
of its essential purpose, all limitations of liability and exclusions of
damages shall remain in effect. Any waiver of any right or remedy under this
Agreement must be in writing and signed by the party to be bound. No delay in
exercising any right or remedy shall operate as a waiver of such right or
remedy or any other right or remedy.