32 | End User License Agreement
S230.200 ADVANCED ZACK™
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USER GUIDE
19.
Bankruptcy. Except as may be prohibited by applicable bankruptcy laws, a Party to this Agreement may elect
to terminate this Agreement (including any Purchase Orders) if any of the following situations arise: (1) the other
Party becomes insolvent or is unable to pay debts as they become due; (2) a voluntary or involuntary bankruptcy
proceeding is instituted by or against a Party hereto; or (3) an appointment of a receiver or assignee for the benefit
of creditors occurs on behalf of a Party hereto.
20.
Waiver and Severability. If either Party fails to perform obligations under this Agreement, such nonperformance
shall not affect the other Party’s right to enforce performance at any time. Waiver of any remedy or material breach
of any subject matter contained in this Agreement shall not be viewed as a waiver unless agreed to by the Parties in
writing. Each provision of this Agreement is separate and independent of one another, and the unenforceability of
any provision will not affect the enforceability of any other provision. If any provision is held to be excessively broad
or unenforceable, such provision shall be modified so that it is enforceable to the fullest extent possible by law.
21.
Assignment. Customer shall not assign this Agreement without the prior written consent of Gaumard, which
consent shall not be unreasonably withheld or delayed. Subject to the foregoing, the rights and obligations herein
will be binding upon the successors and assigns of Customer.
22.
Notices. Any required notices will be given in writing to Gaumard as set forth in the applicable Gaumard
Purchase Order or other purchasing document.
23.
Governing Law. Upon execution, this Agreement shall be governed and viewed under the laws of the State
of Florida without reference to its conflict of laws provisions. Customer and Gaumard specifically agree that any
action relating to the relationship between the Parties, the Agreement, or Products provided, purchased or licensed
hereunder, shall be brought and tried in the Courts of Dade County, Florida. Customer waives all objections to, and
consents to the jurisdiction of such Courts.
24.
Miscellaneous. See applicable Gaumard Purchase Order documents, Gaumard Warranty documents, and
Gaumard Cares Service Plan documents for other terms and conditions, which may include, but are not limited to:
Term, Termination, Customer Training and Support, and Product Repairs and Tune Ups.
6.4 END USER LICENSE AGREEMENT
GAUMARD END USER LICENSE AGREEMENT
This End User License Agreement (“EULA”) sets forth the respective rights and responsibilities between the entity named in the Purchase Order
associated with this EULA (“End User”) and Gaumard Scientific Company, Inc., a Florida corporation (“Gaumard”), relative to the Gaumard Software
(as defined below). This EULA is effective as of the date Gaumard accepts and confirms the Purchase Order (the “Effective Date”). BY USING THE
GAUMARD SOFTWARE, END USER IS AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF END USER DOES NOT AGREE, END USER MAY
NOT USE THE GAUMARD SOFTWARE.
1. Definitions.
1.1 “Gaumard Documentation” means the Gaumard user and operations manuals, guides, and related materials provided by Gaumard to End User to
facilitate use of the Gaumard Products.
1.2
“Gaumard Equipment” means Gaumard hardware components for medical simulation and training, including manikins and associated
instrumentation, and other hardware and tangible products sold by Gaumard to End User.
1.3 “Gaumard Products” means Gaumard Software licensed and Gaumard Equipment sold or otherwise made available by Gaumard to End User
currently or in the future.
1.4 “Gaumard Software” means the object code form of computer programs and Gaumard Documentation owned by Gaumard or its licensors and
licensed to End User in accordance with this EULA. Gaumard Software includes (a) computer programs embedded in firmware in the Gaumard
Equipment; (b) computer programs embedded in a separate medium (such as CD or flash drive) for use in conjunction with the Gaumard Equipment;
(c) computer programs downloaded or received via mail from Gaumard; (d) computer programs used on servers storing or processing data related
to the Gaumard Products; and (e) computer programs used to create and manage a network for the Gaumard Equipment, interface with the
components of the Gaumard Equipment, manage and compute location information related to the Gaumard Equipment, and monitor health of the
Gaumard Equipment.
2. Software License and Restrictions.
2.1 License. Subject to End User’s compliance with the terms and conditions of this EULA, the Gaumard Sales Terms and Conditions, the Purchase
Order, and the Gaumard Cares Service Plan Agreement, Gaumard grants End User a non-exclusive, non-transferable (except as otherwise set forth
herein), personal license to execute and use the Gaumard Software for End User’s internal purposes, but only so long as the Gaumard Software is
installed on the Gaumard Product on which it was originally installed. End User may not, directly or indirectly, sell, sublicense, display, timeshare, loan,
lease, distribute, or create derivative works of the Gaumard Software.
2.2 Ownership. All rights, title, and interest in and to the Gaumard Software, and any derivative works thereof, whether created by Gaumard, End User,
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