Welch Allyn Cardioperfect Software Unlimited Viewing License - Installation Guide - Manual (Page 2)

Software. The maintenance program includes periodic software updates that include error corrections and minor
enhancements. All such updates are subject to the terms of this license. If Welch Allyn subsequently offers a
new release of the CardioPerfect Software that contains new functionality or other major enhancements, a new
license will be required to obtain the new release.
2.5 Welch Allyn shall have the right to terminate the license of the CardioPerfect Software if Customer materially
breaches the license and fails to cure the breach within 30 days after Welch Allyn sends Customer notice of the
breach. Material breach of this license includes: 1) use of the CardioPerfect Software outside of the scope of
the license, including recording or viewing on more computers than are covered by the purchased licenses, or 2)
failure to pay a license fee. Upon termination of this license, Customer shall cease using the CardioPerfect
Software, permit Welch Allyn to remove the CardioPerfect Software from the computers on which it was
installed, return to Welch Allyn or destroy the CardioPerfect Software and documentation, and certify to Welch
Allyn that such actions have been taken within 30 days after termination.
3. Installation
3.1 Welch Allyn will use commercially reasonable efforts to deliver and install the CardioPerfect Software in
accordance with an agreed-upon schedule. Welch Allyn will provide Customer with the technical specifications
for hardware required to run the CardioPerfect Software, and, with the exception of computers delivered with
stress test systems, Customer will be solely responsible for obtaining all servers, personal computers, and any
related network hardware that is compatible with the technical specifications in a timely manner that conforms
to the implementation schedule. Installation of the CardioPerfect Software will be complete when the program
(including its interface) is executable on Customer's hardware and testing demonstrates that it performs in
accordance with its specifications. Interfacing the CardioPerfect software to Electronic Medical Record (EMR)
software is the responsibility of Customer and its EMR software vendor.
4. License and Installation Fees
4.1 Customer shall pay the license and installation fees identified in the purchase order for the CardioPerfect
System. The license and installation fees are based on the number of licenses covered by the purchase order,
and additional fees are payable if the maximum number of patient licenses is increased. Additional license fees
also are payable if Customer licenses additional interfaces for the CardioPerfect Software not included in the
original license. Welch Allyn will invoice Customer for the license, installation, and training fees upon
completion of installation. All invoices are payable within 30 days after Customer’s receipt.
5. Warranty
5.1 Welch Allyn warrants that the CardioPerfect Software will perform substantially in accordance with the
technical specifications published for the CardioPerfect Software when operated in the configuration and
operating environment in which it was installed for ninety (90) days after installation is completed. Welch
Allyn does not warrant that the CardioPerfect Software will operate error free in all circumstances nor that the
applications contained in the CardioPerfect Software will meet Customer's particular purposes.
5.2 If a malfunction covered by this warranty occurs, Customer must enable Welch Allyn to reproduce the error on
Customer’s CardioPerfect Software via internet access or by providing sufficient detail to enable Welch Allyn
to reproduce the error in another instance of the CardioPerfect Software. Welch Allyn’s warranty obligations
will be to correct a reproducible error such that the CardioPerfect Software meets its technical specifications, or
to refund the purchase price if the reproducible error cannot be corrected.
5.3 This warranty shall not apply: 1) if the Software is not used in accordance with the documentation; 2) if the
defect is caused by Customer or a malfunction of third-party software or 3) if the malfunction is reported after
expiration of the warranty period.
5.4 Welch Allyn DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
6. Limitation of Liability
6.1 Customer’s sole and exclusive remedies for any damages or loss in any way connected with the CardioPerfect
Software or services furnished by Welch Allyn shall be, at Welch Allyn’s option: 1) to bring the performance of
the CardioPerfect Software into substantial compliance with the functional specifications; 2) re-performance of
services; or 3) return of an appropriate portion of any payment made by Customer with respect to the
CardioPerfect Software or associated services. Welch Allyn will not be responsible for the correction of any
defects resulting as a result of misuse of the CardioPerfect Software by Customer or ensuring the security of
Customer’s networked installation of the CardioPerfect Software.
6.2 Neither Welch Allyn nor Customer will be liable to each other or any other person or entity for an amount of
damages in excess of the license and installation fees for CardioPerfect Software paid by Customer. Neither
Welch Allyn nor Customer shall be liable in any amount for special, incidental, consequential, or indirect
damages, loss of good will or business profits, or loss of data. The license fees reflect this allocation of risk and
these limitations of liability.
7. Assignment
7.1 Customer may not, without Welch Allyn’s prior written consent (which shall not be withheld unreasonably),
assign or otherwise transfer this license, or any of its rights or obligations under this license. Welch Allyn may
assign this license to an affiliate that controls, is controlled by, or under common control with Welch Allyn.
This license shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
706572 REV. B