Omeda End User License Agreement (EULA)

EFFECTIVE:  March 7, 2024

 

  1. End User License Agreement

These Specific Product or Service Terms (“Agreement”) apply to You (sometimes referred to as “User”, “Your”) and Omeda Holdings, LLC or its affiliated entities (sometimes referred to as “www.omeda.com”, “Omeda”, “us”, “we”, or “our”) and all products and services (as defined below) available under this Agreement.

CAREFULLY READ THIS AGREEMENT AND ANY APPLICABLE TERMS, SPECIFIC PRODUCT OR SERVICES AS DESCRIBED IN THE MASTER SERVICE AGREEMENT (“MSA”) BEFORE USING THE SERVICES BECAUSE THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.  THIS AGREEMENT REQUIRES YOU TO GRANT US CERTAIN CONSENTS, RIGHTS, AND LICENSES, AND LIMIT OUR LIABILITY AND OBLIGATIONS TO YOU. BY USING THE SERVICES, YOU AGREE TO THIS AGREEMENT AS SET FORTH IN THIS AGREEMENT AND THE MSA.  DO NOT USE THE SERVICES IF YOU DO NOT AGREE TO THIS AGREEMENT.

This Agreement is supported by good and valuable consideration that includes, without limitation, your use of the Services and the services, materials, data, and information available there.

 

  1. Definitions:

“Content” means Omeda’s proprietary property including without limitation text, Trademarks (defined below), logos, images, graphics, data and information displays, photos, video files, application functionality, or any other digital media, and their arrangement on Portal-Based Services (defined below).

“Licensee” “You,” or “Your,” means, the individual user of the Services (defined below) the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

“Licensor” means Omeda.

“Master Service Agreement” or “MSA” means the documents that describe the Software Product or Services for Company as set forth in the MSA hereunder, including addenda thereto, that are entered into between You or Your Affiliates from time to time, including addenda and supplements thereto. By your authorization of an Affiliate hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Authorization requests shall be deemed incorporated herein by reference.

“MSA Term” is the term indicated on the Master Service Agreement when you can use Services provided by Omeda.

“Services” or “Software Product” means the online, Web-based, and electronic or digital applications provided by Omeda, including without limitation the Omeda user portal (“Portal” or “Portal-Based Services”), each service as described in the MSA that is provided as a service by Omeda and collectively represents all current versions of the product, API suite or SFTP processes (“Omeda Application Services”) that are purchased by you under the MSA, and/or SOW, including associated maintenance and support for said applications.

“Term” or “MSA Term” means collectively the MSA Term and/or the specific term related to Services purchased under the MSA or SOW.

“Users” means individuals who are authorized to use the Services under the terms of the MSA, and who Company or Client (as defined in the MSA) has authorized to obtain or have been issued user identifications and passwords. Each individual User of the Services is required to have valid and assigned access credentials.

 “Your Data” means electronic data and information, compiled and/or submitted by or for You to Omeda in connection with the Services or collected and processed by or for You using the Services.

 

  1. Rights

Subject to the terms of this Agreement, Omeda as Licensor grants to you as Licensee during the MSA Term, a non-sublicensable, non-transferable, worldwide, non-exclusive right to access and use the Services in accordance with this Agreement (“License”). You may use Services solely for Your internal business purposes. Access to the Services is licensed, not sold, for use. This License confers no title or ownership in this Services and should not be construed as a sale of any rights in this Software Product or source code.

 

  1. Your Responsibilities 

You shall (i) be responsible for Your compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services (iv) use the Services only in accordance with this Agreement and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users authorized pursuant to the terms of the MSA , (b) sell, resell, rent or lease the Services, (c) knowingly or intentionally use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, or (d) You may not reproduce, distribute, publicly display, publicly perform, create derivative works, publish, transmit Content or any element of the Portal-Based Services, except as permitted by this Agreement.

 

  1. Users 

You may access and use the Services only as authorized pursuant the terms of MSA, or SOW, as applicable. The License to use the Services is limited to one user per account and cannot be shared with any other user. If Company wishes to add additional Users during the MSA Term, an authorized Company representative must submit a written request through the Portal. Upon mutual execution of the terms of the MSA, Omeda shall make Services available to all Users on the terms and conditions set forth in this Agreement and the MSA.

 

  1. Prohibited Uses

Access to and uses of the Services is solely for your access to Omeda Software Product and Services. You may not circumvent, disable, or otherwise interfere with security-related features of the Omeda’s Services, including, without limitation, any features that prevent or restrict use, or copying of any Content, or enforce limitations on the use of the Services or Content. You may not reproduce, distribute, publicly display, publicly perform, create derivative works, publish, or transmit Content or any element of the Services, except as permitted by this Agreement.

You are prohibited from using the Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to stalk, bully, harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of Omeda’s Services, other related Services, third-party devices, or the Internet; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services, other related Services, third-party devices, or the Internet. We reserve the right to terminate your account or otherwise deny you access to the Services in our sole discretion for any or no reason without notice and without liability.

 

  1. Use Limitations and Restrictions

Services may be subject to both internal and external limitations. Internal limitations are controlled by Omeda and Omeda in all cases can use it discretion to apply internal limitations to ensure the most efficient use of its resources. Any such limitations may be specified in the MSA. External limitations are imposed by parties outside the control of Omeda and may impact the Service. External limitations are subject to change without notice from Omeda and You accept that they may negatively impact the Service.

 

  1. Intellectual Property

Trademarks.

The trademarks, trade names, trade dress, logos, and service marks (collectively, the “Trademarks”) displayed on Omeda’s Services are the registered and/or unregistered Trademarks of Omeda, or such other third party that may own the displayed Trademarks. Nothing contained in the Services or in this Agreement or MSA serve to grant to you, by implication or otherwise, any license or right to use any Trademarks displayed on Omeda’s Services without the written permission of Omeda or such other third party that may own the displayed Trademarks.

Site Contents and Copyright.

All of Omeda’s Service Content is subject to patent, copyright, trademark and other intellectual property protection. Content may not be copied for commercial use or redistribution, nor may Content be modified, processed, or reposted to other Services outside of Omeda. Access to and uses of said Services are solely for your use in accordance with Omeda’s MSA terms or this Agreement. No right, title or interest in any Content is transferred to you as a result of any downloading, copying, printing or use of Omeda’s Services. All rights not expressly granted to you by this Agreement are reserved.

 

  1. User Registration

In order to access or use some of the features of Omeda’s Services, you may have to become, and remain opted-in, as a registered user. For some of Omeda’s Services you will be required to create unique login credentials that you are responsible to secure. You will be responsible for all activity on or related to your account that occurs via access based on your login credentials.

Under this Agreement, each User agrees to: (a) create only one account per individual user; (b) provide accurate, truthful, current and complete information when creating your account; (c) maintain and promptly update your account information; (d) maintain the security of your account by not sharing your username or password with others and restricting access to your account and your device(s) used to access the Services (“Access Device”); (e) promptly notify us if you discover or otherwise suspect any security breaches relating to your account or the Services at: privacy@omeda; (f) not sell, transfer or assign your username and password; and (g) accept sole responsibility for all activities that occur under your username and password whether or not you have authorized the activity.

 

  1. Indemnification

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY OTHER AGREEMENT, YOU AGREE TO INDEMNIFY AND HOLD OMEDA ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, BUSINESS PARTNERS AND AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEY FEES, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES COVERED BY THIS AGREEMENT OR BREACH OF THIS AGREEMENT.  YOU AGREE TO COOPERATE FULLY WITH US IN THE DEFENSE OF ANY CLAIM THAT IS THE SUBJECT OF YOUR OBLIGATIONS UNDER THIS AGREEMENT.

 

  1. Warranty

YOU AGREE THAT THE SOFTWARE PRODUCT AND SERVICES ARE PROVIDED “AS IS”. OMEDA HAS MADE NO PROMISE NOR IS THERE ANY EXPECTATION THAT THE SOFTWARE PRODUCT OR SERVICES ARE CAPABLE OF OR WILL BE CAPABLE OF PERFORMING ANYTHING OVER AND ABOVE WHAT IS PROVIDED IN THE PURCHASED SERVICES. YOU ACKNOWLEDGE AND ASSUME THE RISK OF OUTAGES AND THAT FUTURE INCOMPATIBILITIES MAY ARISE BETWEEN THE SOFTWARE PRODUCT AND ANY DEPENDENT OR INDEPENDENT COMPUTER APPLICATIONS, PLATFORMS OR SYSTEMS, AND ASSUME ALL RISKS THAT ANY SUCH DEPENDENCIES COULD AFFECT THE SOFTWARE PRODUCT IN UNINTENDED OR UNDESIRABLE WAYS, OR RENDER THE SOFTWARE PRODUCT INOPERABLE. TECHNOLOGIES PROVIDED BY THIRD PARTY VENDORS, INCLUDING INTERNET CONNECTIVITY, MAY INTRODUCE CHANGES THAT HAVE UNINTENDED CONSEQUENCES AND RESULT IN THE SOFTWARE PRODUCT BECOMING UNUSABLE. YOU ASSUME ALL SUCH RISK.  OMEDA DOES NOT WARRANT THAT SERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, OR COMPLETELY SECURE.

 

  1. Limitation On Liability

YOU ACKNOWLEDGE, BY YOUR USE OF OMEDA’S SERVICES: (1) THAT YOUR USE OF SAID SERVICES IS AT YOUR SOLE RISK; (2) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT THAT YOU USE IN CONNECTION WITH YOUR USE OF THE SERVICES; AND (3) THAT YOU WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF OR UNAUTHORIZED USE OUR THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, DATA CORRUPTION OR ADULTERATION, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, COMPUTER VIRUS, OR NETWORK OR INTERNET FAILURE, OR INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF OMEDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHERMORE, YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED TO THE SERVICES, THIS AGREEMENT OR APPLICABLE SPECIFIC PRODUCT OR SERVICES TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. FAILURE TO BRING THE CLAIM OR CAUSE OF ACTION WITHIN THE ONE (1) YEAR PERIOD SHALL RESULT IN THE CLAIM OR CAUSE OF ACTION BEING PERMANENTLY BARRED.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OMEDA, ITS PARENT’S, SUBSIDIARIES’, AFFILIATES’, AGENTS’, BUSINESS PARTNERS’ LICENSORS’ AND SUPPLIERS’ DAMAGES IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

 

  1. Choice Of Law; Jurisdiction And Venue

This Agreement shall be construed in accordance with the laws of the State of Illinois without regard to its conflict of laws rules. Any legal proceedings against Omeda that may arise out of, relate to, or be in any way connected with our Services, this Agreement or applicable Specific Product or Services Terms, shall be brought exclusively in the state and federal courts located in Lake County, Illinois and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

 

  1. Miscellaneous

Events Beyond Our Control.

You expressly release Omeda from any claim of harm resulting from a cause beyond our control, including, without limitation, failure of electronic or mechanical equipment or communication lines, Access Devices, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars or governmental restrictions.

 

Assignment.

You may not assign any of the rights or obligations hereunder, whether by operation of law or otherwise, without the Omeda’s prior written consent (not to be unreasonably withheld). Omeda may assign this Agreement in its entirety in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

 

Consent to Electronic Communications.

By registering via Omeda’s Services or sending e-mails or text messages to us or engaging in any other form of electronic communication via any of the Services, you are communicating with us electronically. And in doing so, you consent to receive communications from us electronically. We will communicate with you by e-mail, text message, or by posting notices on our Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

 

Severability.

If any one or more of the provisions contained in this Agreement, Privacy Policy or Services Terms shall for any reason be found to be invalid, illegal, or unenforceable in any respect, said finding shall not affect the remaining provisions, which shall be enforceable to the fullest extent permitted by law, provided that such severance does not alter the fundamental benefit of the bargain to either party.

 

Entire Agreement and Conflicting Terms.

Subject to the terms of the MSA, this Agreement represents the entire agreement between You and Omeda with respect to the Services communications, representations, statements, agreements, and understandings, whether in oral, written, or electronic form, between you and Omeda concerning the use of the Services.

 

No Assignment or Third-Party Beneficiaries.

No provision of this Agreement is intended to create or creates any rights in or benefits to any third party.