End User License Agreement (EULA)
Software Terms and Usage Agreement
Last modified: January 2024
This is a license agreement between you and Accra Solutions Inc. (hereinafter referred to as the "Licensor"), the manufacturer of the Filopto Practice Management System. Please read it carefully before installing, copying or otherwise using the software product.
The Software Product for which a license is granted to you under this agreement includes the computer software, information databases, Internet services, the associated media, any printed materials and any "online" or electronic documentation or services.
By installing, copying or otherwise using the software product, you are agreeing to be legally bound by the terms of this agreement. If you do not agree with the terms of this agreement, then the Licensor is unwilling to license the software product to you. In such event, you may not copy or use the software product, and you must promptly contact the Licensor for instructions on the return of the unused product(s).
1. Interpretation. For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below:
1.1 “Software Product” means the computer software called Filopto, including the associated modules, programs, media, publications, information databases, Internet services, any printed materials, and any “online” or electronic documentation associated with the computer software Filopto, but excludes the patient and user data created by the Licensee;
1.2 "Computer" means the one computer on which you are authorized to install the Software Product;
2. Grant of License. Subject to the terms and conditions contained hereunder and in consideration for the payment of the license fees set forth herein, the Licensor grants you a personal, non-transferable and non-exclusive right to use the Software Product, solely in object code format, solely for your own business or personal purposes and solely on the Computer at any one time, subject to the terms and conditions contained hereunder.
3. Licensee's rights and obligations. You may:
3.1 Install the Software Product on the Computer. the Software Product cannot be moved, transferred or displaced without the Licensor's express authorization;
3.2 Use and execute the Software Product exclusively for your own business or personal purposes, in accordance with the user's instructions provided with the Software Product;
3.3 Use within Geographic Restriction. The Software Product is marked and license for use in a specific geographic region, you are only permitted to activate and make use of the Software Product in the geographic region indicated on the software and by the license. The Software Product cannot be used outside of the geographic area for which it is licensed.
3.4 Use a backup utility to make one copy of the Software Product in machine-readable, object code form, for non-productive backup or archival purposes only. You can make as many copies of the patient and user data as required. As the Licensee, you retain ownership of the user and patient data.
3.5 Add users to the Software Product by first obtaining the Licensor's express authorization and by paying the additional fees for each user added, or for each software feature used in accordance with the prices and terms then required by the Licensor; any additional users must be employed by you;
3.6 Distribute and use the Software Product on your other computers over a network, so long as you first obtain the Licensor's express authorization and pay the additional fees required by the Licensor; It is the users responsibility to make certain that appropriate licenses are acquired for all users and software features in accordance with the prices and terms then required by the Licensor;
3.7 Use Multiplexing – The use of hardware or software you use to
•pool connections,
•reroute information, or
•reduce the number of devices or users that directly access or use the software (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses you need;
3.8 Use with Virtualization Technologies. Instead of using the software directly on the licensed device, you may install and use the software within only one virtual (or otherwise emulated) hardware system on the licensed device, so long as you first obtain any required licenses from the Licensor;
3.9 Use via Remote Access. Any licensed user of the licensed device, with remote access permission, may access and use the software installed on the licensed device remotely from any other device. You may allow others to access the software to provide you with support services. You do not need additional licenses for this support access. No other person may use the software under the same license at the same time for any other purpose;
4. Subscription Software. If you licensed the software on a subscription basis, your rights to use the software are limited to the subscription period. You may have the option to extend your subscription or convert it to a perpetual license. If you extend your subscription, you may continue using the software until the end of your extended subscription period. After the expiration of your subscription, most features of the software will stop running. At that time you can continue to open, view and print any information you created with the software;
5. You are responsible for selecting an operator who is qualified to operate the Software Product on your own equipment. The Licensor reserves the right to refuse assistance or to charge additional fees if you or one of your operators seeks assistance with respect to basic background information or any other matters not directly relating to the operation of the Software Product.
6. Except as otherwise agreed in writing, you assume responsibility for obtaining or providing any peripheral equipment and/or accessories that may be necessary to use or access the Software Product. You are also responsible for ensuring a proper environment and proper utilities for the Computer on which the Software Product will operate, including an uninterrupted power supply. You are responsible to regularly backup the software and associated data. You are responsible for ensuring that all operating systems and third-party software including the Software Product, are up to date and using the most current versions available. Accra Solutions Inc. offers important updates, which include security and other critical updates, to help protect the Software Product against defects and other security threats that can spread over the Internet or a network. Other updates contain enhancements, such as upgrades and tools that can help your Software Product run more smoothly. You must insure that all updates are installed as they become available. Software update, support and availability is subject to the Licensor Product End of Life Policy (EOL).
Except as agreed otherwise in writing, you assume responsibility for converting your data files for use with the Software Product.
7. Licensor's rights and obligations. Upon entering into this agreement, the Licensor will provide a copy of the Software Product for installation on the Computer. The Licensor is authorized to enter your premises in order to inspect the Software Product in any reasonable manner during regular business hours and to verify your compliance with the terms of this agreement.
7.1 Authorization to Send Emails When you request, accept, or use our products, you authorize us to send you information by email, regarding the renewal, revocation, or update of products purchased, and information regarding other products and services provided by us, our partners or associates.
8. Mandatory Activation. Activation associates the use of the software with a specific device. You agree that during activation, the software may send information about the software and the device to the Licensor. This information includes the version, the license version, language, country, and product keys of the software, the Internet protocol address of the device, network card and CPU information and information derived from the hardware and software configuration of the devices.
9. Internet-based Services. The Licensor provides Internet-based services with the software product. It may change or cancel them at any time.
10. Misuse of Internet-based Services. The software product makes use of Internet-based services. You may not use these services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.
11. Computer Information. The Software Product and following features use Internet protocols, which send to the appropriate systems, computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the software you are using, license keys, performance measurement and software product utilization information, and the language code of the device where you installed the software. BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION.
11.1 Web Content Features. Features in the software can retrieve related content from the Licensor or from its providers and provide it to you.
11.2 Digital Certificates. The software uses digital certificates. These digital certificates confirm the identity of Internet users sending X.509 standard encrypted information. They also can be used to digitally sign files and macros to verify the integrity and origin of the file contents. The software retrieves certificates and updates certificate revocation lists using the Internet, when available.
11.3 Automatic Updates. The Software Product contains technology which periodically checks with the Licensor for updates and supplements to the software. If it finds any, these updates and supplements may be automatically downloaded and installed on your licensed device(s). They may cause the Windows Operating System on your device(s) to be automatically updated before or during the process. Licensee accounts must be in good standing to obtain the updates. By accepting this agreement, you agree to receive these automatic updates with no additional notice.
11.4 Updates and Error Reports: During the Software Product update process and during the sending of an error report, you agree that the software may send information about the software and the devices making use of the software product. This information includes the version, registered licensee name, address and contact information, the license version, language, country, and product keys of the software, User account number, the Internet protocol address of the device, network card and CPU information and information derived from the hardware and software configuration of the devices. In addition non-user identifiable performance measurements, error reports, codes and utilization information of the Software Product will be transmitted.
11.5 Live Support: The Live Support feature use Internet protocols, which send to the appropriate systems, computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the software you are using and the user identification information entered to initiate the connection including the location (country) where you are located.
11.6 Use of Information. The Licensor and its providers uses the information to make the Internet-based services available to you. The Licensor may use the device information, error reports, and performance measurements and utilization information to improve the software product and services.
12. Fees and Payments. The license fee for the Software Product is determined by the Licensor at the time of purchase or subscription service enrollment. You must pay this amount directly to the Licensor in advance at the beginning of the license term, or upon invoice, whichever is the earliest.
You are solely responsible for payment of any taxes (including sales or use taxes, intangible taxes, and property taxes) resulting from your acceptance of the license granted herein and for your possession and use of the Software Product, exclusive of taxes based on the Licensor's income. The Licensor reserves the right to have you pay any such taxes as they fall due to the Licensor for remittance to the appropriate authority. You hereby agree to hold harmless the Licensor from all claims and liability arising from his failure to report or pay such taxes.
13. Technical Support. You may communicate with the Licensor to obtain technical support with respect to the use of the Software Product at the then applicable rates.
However, the Licensor offers support only for the most current version of the Software Product issued by Licensor from time to time; consequently, you must ensure to obtain and substitute or incorporate all new releases or fixes issued by the Licensor pursuant to its warranty and support programs.
13.1 Disclaimer: By initiating a technical support request, you accept responsibility for any changes made to the desktop content or system settings.
The Licensor does not assume and is not responsible for any liability for the linking and viewing of any desktop content. As such, the Licensor recommend you remain at your desktop and observe the entirety of the remote session. You will retain control for the duration of the remote session and can terminate the remote session at anytime.
Please close any personal or confidential information on your screen, as the technician will be viewing your desktop.
The client understands that some problems may not be able to be rectified via the support session. It is the Licensee responsibility to backup all applications and data prior to the support session.
14. Limited warranty and limitation of liability. The Licensor warrants, for your benefit alone, that the Software Product is free of defects in material and workmanship for a period of sixty (60) days from the original date of purchase. This warranty is expressly conditioned on your observance of the operating, security, and data-control procedures set forth in the Software Product and in the online help file included in the software.
You have sixty (60) days from the date of purchase of the Software Product to notify the Licensor of any defects in the Software Product. In the case of such a notification, the Licensor shall attempt through reasonable effort to correct or cure any reproducible defect by replacing or correcting any defective material. In the event the Licensor does not correct or cure such nonconformity or defect after it has had a reasonable opportunity to do so, then the Licensor shall provide you with a new copy of the Software Product without defects, free of charge.
The Licensor shall not be obligated to correct, cure, or otherwise remedy any non-conformity or defect in the Software Product if you have made any changes whatsoever to the Software Product, if the Software Product has been misused or damaged in any respect, or if you have not reported to Licensor the existence and nature of such non-conformity or defect in the above noted period of sixty (60) days from the date of purchase.
In no event shall the Licensor be liable for any loss of profits; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against you, even if the Licensor has been advised of the possibility of such claims or demands. This limitation upon damages and claims is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.
The Licensor does not warrant that the Software Product will meet your requirements or that its operation will be error free.
The Licensor is not responsible for problems that may occur as a result of any incompatibility between the Software Product and any other software or hardware. You assume responsibility for the selection of the Software Product to achieve your intended purposes, for making backups of your data regularly, and for choosing, maintaining and matching your hardware, operating system software and other applications software. We cannot guarantee you uninterrupted service or the correction of any errors.
Except as expressly set forth in this agreement, the licensor disclaims any and all promises, representations, and warranties with respect to the Software Product, including its condition, its conformity to any representation or description, the existence of any latent or patent defects, any negligence, and its merchantability or fitness for a particular use.
UNLESS OTHERWISE PROVIDED BY WRITTEN AGREEMENT WITH Accra Solutions Inc., THIS PUBLICATION, THE SOFTWARE SOLD WITH THIS PUBLICATION, AND ALL DATABASES MADE AVAILABLE TO YOU ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THIS PUBLICATION , SOFTWARE, AND ALL DATABASES REMAINS WITH YOU. IN NO EVENT WILL Accra Solutions Inc., OR ANY OF ITS SUPPLIERS AND INFORMATION PROVIDERS, BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, DIRECT, INCIDENTAL OR INDIRECT DAMAGES OR OTHER ECONOMIC OR CONSEQUENTIAL DAMAGES, EVEN IF Accra Solutions Inc., OR ITS PROVIDERS AND INFORMATION SUPPLIERS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Accra Solutions Inc. RESERVES THE RIGHT TO MODIFY THIS DOCUMENT AT ANY TIME WITHOUT OBLIGATION TO NOTIFY ANYONE. IN NO EVENT SHALL Accra Solutions Inc.'S OR ITS SUPPLIERS' OR INFORMATION PROVIDERS' LIABILITY UNDER THIS AGREEMENT EXCEED THE SUM OF ANY AMOUNTS PAID HEREUNDER BY THE CUSTOMER TO Accra Solutions Inc. OR ITS SUPPLIERS AND INFORMATION PROVIDERS.
15. Proprietary Protection and Restrictions. The Licensor shall have sole and exclusive ownership of all rights, title, and interest in and to the Software Product and all modifications and enhancements thereof (including ownership of all trade secrets, intellectual property rights, and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to you herein by the Licensor. This Agreement does not provide you with title or ownership of the Software Product, but only a right of limited use.
You must keep the Software Product free and clear of all claims, liens, and encumbrances.
You may not copy, transfer, lease, loan, assign, distribute, commercially host or sublicense the Software Product in any way or in any circumstances, except as authorized by the Licensor in writing.
You may not work around any technical restrictions or limitations in the software.
When using Internet-based features or services you may not use those features or services in any way that could interfere with anyone else's use of the, or to try to gain access to or use any service, data,account, or network, in an unauthorized manner.
You must not modify, adapt, decompile, reverse engineer or disassemble the Software Product or attempt to do so, or merge any portion of the Software Product in any way or in any circumstances, except as authorized by the Licensor in writing.
No service bureau work, multiple-user license, or time-sharing arrangement is permitted, except as expressly authorized by the Licensor.
You may not install the Software Product in any other computer system or use it at any other location without the Licensor's express authorization obtained in advance (which will not be unreasonably withheld); provided that you may transfer the Software Product to another computer temporarily if the Computer is inoperable.
The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
16. Term of Agreement.
16.1 Term of Agreement for Subscription Option: The license of the Software Product granted herein shall become effective upon your installing, copying or otherwise using the Software Product on the Computer and shall continue for a period of one (1) year, unless sooner terminated as provided herein. The Software Product will become partially disabled at the end of the one (1) year period unless a Renewal Agreement is concluded between the parties before the term of this Agreement has elapsed.
16.2 Term of Agreement for Purchase Option: The license of the Software Product granted herein shall become effective upon your installing, copying or otherwise using the Software Product on the Computer.
17. Termination of Agreement. The Licensor may terminate this agreement and the license granted herein at any time, without notice to you, upon breach of the provisions contained in sections 12 and 15 of this agreement.
The Licensor may terminate this agreement and the license granted herein at any time, upon written notice of thirty (30) days to the Licensee, upon breach of any other provisions contained in this agreement and upon failure on your part to correct this breach within a period of thirty (30) days from the time of breach.
Moreover, this Agreement may be terminated by the Licensor in accordance with Section 16, without written notice to you.
Upon termination of this Agreement, all rights granted to you will terminate and revert to the Licensor. Promptly upon termination of this Agreement, for any reason or upon discontinuance or abandonment of your possession or use of the Software Product, you must return or destroy, as requested by Licensor, all copies of the Software Product in your possession (whether modified or unmodified), and all other materials pertaining to the Software Product (including all copies thereof).
18. Concluding Provisions
18.1 Licensor's Remedies - You acknowledge that, in the event of breach on your part of any of the provisions contained herein, the Licensor will not have an adequate remedy in money or damages. The Licensor shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. The Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies.
18.2 Modification - No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against whom enforcement of the modification is sought.
18.3 Entire Agreement - This agreement is the complete and exclusive statement of the Licensor's obligations and responsibilities to you. This agreement supersedes and replaces all former agreements or undertakings, oral or written, between the parties hereto.
18.4 Severability - In the event that any of the terms of this Agreement are or become or are declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this agreement and all the remaining terms of this agreement shall remain in full force and effect.
18.5 Governing Law - This Agreement shall be governed by, construed and enforced in accordance with the laws of the province of New Brunswick, Canada. You also hereby specifically submit to the jurisdiction of the Courts of New Brunswick, Canada.
