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c. Licensee acknowledges and agrees that the Licensed GAIN Products are <br /> proprietary products of Chestnut protected under the U.S. Copyright Law. All right, title and <br /> interest in and to the Licensed GAIN Products including associated intellectual property rights <br /> are and shall remain with Chestnut. This License Agreement does not convey to Licensee an <br /> interest in or to the Licensed GAIN Products, but only a limited right of use. <br /> d. The license fees paid by Licensee are identified in Section 9 hereto and are in <br /> consideration of the licenses granted under this License Agreement. <br /> e. This License Agreement is effective for a period of 5 years from the effective date <br /> of this agreement. Licensee may terminate this License Agreement at any time by providing <br /> written notice to Chestnut and complying with the terms in Section 3f and 3g herein. Chestnut <br /> may terminate this License Agreement upon the breach by Licensee of any term hereof. <br /> f. In the event of termination, Chestnut shall have no obligation to refund any <br /> amounts paid to it under this Agreement. <br /> g. Upon expiration or termination, Licensee will discontinue use of GAIN Products <br /> but can maintain archival copies of the Licensed GAIN Products. <br /> h. The licenses granted under this License Agreement are to be used only for the <br /> clinical practice and research conducted by the Licensee at locations indicated in Section 8 of <br /> this Agreement. <br /> Section 4 No Warranty <br /> a. Licensee shall be solely responsible for any use of the Licensed GAIN Products <br /> in its operations. Licensee agrees that Licensed GAIN Products are suitable for supportive <br /> clinical decision-making only when used under the supervision of someone qualified to make <br /> diagnosis and placement decisions under any and all applicable agency and local regulations and <br /> guidelines. Licensee bears full responsibility for the supervision of its own staff and how <br /> Licensee's staff utilizes Licensed GAIN Products. <br /> b. In no event shall Chestnut be liable for damages of any kind (direct, indirect, <br /> special, incidental, or consequential) resulting from any deficiency, defect, error or malfunction <br /> in the Licensed GAIN Products, even if it has been advised of the possibility of such damage. <br /> Section 5 Confidentiality <br /> Licensee shall be responsible for maintaining and securing on behalf of Chestnut the Licensed <br /> GAIN Products in its possession or under its control. Licensee: (i) will protect the Licensed <br /> GAIN Products in the same manner that it protects its own confidential information and (ii) will <br /> not remove or destroy any proprietary notice on the Licensed GAIN Products. Any termination <br /> of this License Agreement shall not terminate Licensee's obligation of confidentiality under this <br /> Section 5. <br /> GAIN License Agreement 022212.doc Page 2 of 5 <br />