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i. General - The information appearing on this web site, other than this web page, is for information only and not intended to provide advice of any kind and is subject to change without notice. The agreements appearing on this web page below are binding on the Licensee of ISIS Solutions, Inc, who has entered a contract with ISIS Solutions, Inc. and where the contract references the Agreement(s) on this web page.  Please use your own due diligence and independent advisors prior to taking any action based on information appearing on this web site or any site to which it may be linked. There is no warranty expressed or implied of the fitness for use, merchantability, accuracy or completeness of the information in this website.  The design and layout of this website are the copyrighted property of ISIS Solutions, Inc. THE INFORMATION, DOCUMENTS, HYPERLINKS AND ANY SOFTWARE MADE AVAILABLE ON THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND WHETHER ARISING BY LAW, USAGE OR TRADE.

ii. Documents - any documents or portion of this website may be copied, excluding trademarks or trade names, subject to the following (a) any copy must contain the Copyright Notice that accompanies the document, and (b) the document cannot be changed, and (c) the document is for internal use only and for personal non-commercial use.

iii. Links - This web site may contain hyperlinks, which will take you out of this site and connect you to third party sites. These hyperlinks are provided only as a convenience and does not imply any endorsement by ISIS Solutions, Inc. Accessing a hyperlink site is done at your own risk.

iv. Laws - This web site is controlled by ISIS Solutions, Inc. in Orange County, California, U.S.A. By accessing this site, you agree that any legal matter that may arise between you and ISIS relating to the contents of this web site shall be governed by the laws of the State of California and exclusively by its courts.

ISIS License Agreement

The following is the standard ISIS Solutions END USER NON-EXCLUSIVE SOFTWARE LIMITED LICENSE contract:

 1. GRANT OF NONEXCLUSIVE LIMITED LICENSE

ISIS hereby grants to Licensee a limited, non-exclusive, non-transferable, license (“License”) to Use that software and documentation more particularly described in the Software Table of Appendix A.  The term "use" as it applies to the Software shall mean only the installation and operation of the Software on Licensee or Company computer(s) over a network, for the internal business purposes of the Licensee.  Subject to the provisions of paragraph 4 in this Appendix (i) each copy of the Software, up to the number of copies identified in the Software Table of Appendix A, may only reside on one server, and (ii) Licensee may not disclose, publish, translate, release, or distribute copies of the Software or accompanying written materials to any third party.  Licensee may not sub-license, lease, rent, sell, assign, or in any way convey or distribute the Software in any form, to any third party, at any time.  The transfer of the Software to any third party without the express written consent of ISIS is prohibited.  This License specifically excludes the right to (i) make any modifications to the Software, (ii) create any program or documentation which is a derivative work thereof, (iii) except as provided in paragraph 4, physically or electronically transfer the Software outside the Licensee site(s) of business, (iv) except as provided in paragraph 4, allow the Software to be used by any third party, and (v) use the Software to provide time-sharing, multi-user service bureau, outsourcing or any other processing services to any third parties.  Licensee expressly understands and agrees that it has not been granted any right to use or receive source code of the Software.

 2. TITLE

This License is not a sale of the Software, or of any copy, or of the copyright to the Software. This License does not transfer or convey any title, interest, or intellectual property rights to any part of the Software.  All rights in the Software and all copies thereof shall at all times remain in ISIS. 

 3. COPY RESTRICTIONS

The Software and all accompanying materials are protected by various intellectual property rights including, but not necessarily limited to copyrights, trademarks, and patents.  Unauthorized copying, duplication, modification, revision, or addition of and to this Software, including merging of this Software and/or documentation with any other software or written materials is expressly forbidden.  Any attempt to remove, emulate, replicate, or in any way circumvent the security features or mechanisms of the Software shall constitute an unauthorized modification to the Software and is specifically prohibited and shall cause the immediate termination of this License.  In such event, Licensee shall be required to immediately return all Software and associated written materials to ISIS and ISIS shall not be obligated to refund any portion of the license or maintenance fees.  Licensee may be held legally responsible for any copyright, trademark or patent infringement that is directly or indirectly caused or incurred by Licensee material failure to abide by the terms of this License.  Subject to these restrictions, Licensee may make one (1) archival copy of the Software solely for backup purposes as permitted by 17 U.S.C. § 117 and one (1) copy of the Software for disaster recovery purposes; however, Licensee must reproduce and include the original copyright notice with this copy. This clause does not provide any rights beyond those provided by 17 U.S.C. § 117.

 4. ADDITIONAL USE

The Party hosting the Software may copy the Software to another network server or storage device for backup purposes only however, the back-up copy may only be used if the original copy of the Software from which the back-up copy is made from should fail to be accessible.  Both the back-up and original Software may not be used concurrently.  Licensee may permit third parties that are distributors or vendors of the Licensee access to the Software in order to share Licensee data or results contained in the Software over the Internet to enable Licensee to enhance its revenue, reduce its expenses or improve its customer service or quality.  This permission to share does not include access, directly or indirectly, by direct competitors of ISIS and Licensee may not receive compensation directly or indirectly from its distributors or vendors for providing access to the Software.  This provision to share the Software is strictly limited to the internal business of Licensee, however, any third party that does access the Software must agree to all the terms of confidentiality of the Agreement and the terms of this License and Licensee shall be liable for any breach of these terms by the third party. 

ISIS may make a public announcement that the Licensee has obtained a license of the Software, the general content of which is structured as follows: "(Licensee Name, Licensee Description of Business,) has obtained a license for ISIS Software for (Use of Software)".  No other public announcements by ISIS may be made regarding the Licensee without the prior expressed written consent of Licensee.   

 5. INDEMNIFICATION AND WARRANTY

ISIS shall indemnify, defend and hold harmless Licensee from and against any claim, suit, or proceeding (collectively “Claim”), and pay costs, including reasonable attorneys fees, settlement amounts or damages awarded arising out of third party claims that Licensee use of the Software in the manner permitted by this License infringes on a copyright, patent, trademark, trade secret or other intellectual property of a third party, provided Licensee (i) provides ISIS with written notice of any Claim or threatened Claim within ten (10) business days from receipt by Licensee of the Claim or threatened Claim, and (ii) at the option of ISIS, grants ISIS authority to assume the sole defense thereof through ISIS own counsel and to settle any Claim, and (iii) uses its best efforts to cooperate with ISIS to defend or resolve the Claim or threatened Claim providing available information and assistance.  If in any Claim the Software is held to constitute an infringement and its use is enjoined, or, if in the sole and reasonable opinion of ISIS, the Software is likely to become the subject of a claim for infringement, ISIS shall in its sole determination, undertake one of the following courses of action: (i) procure for Licensee the right to continue using the Software, or (ii) modify the Software to render it non-infringing providing it is substantially the functional equivalent of the Software, or (iii) grant to Licensee a pro-rata refund (based on depreciation over a seven year period) of the License fee paid by Licensee and accept return of the Software.  ISIS shall have no indemnification obligation to the extent such infringement: (a) relates to use of the Software in combination with other software, data products, processes, or materials not provided by ISIS and the infringement would not have occurred but for the combination; (b) arises from or relates to modifications to the Software not made or authorized by ISIS; or (c) where Licensee continues the activity or use constituting or contributing to the infringement after notification thereof by ISIS.

LICENSEE IS AWARE THAT THE SOFTWARE CONTAINS A KEY THAT ENABLES ITS USE AND SHOULD LICENSEE FAIL TO MAKE SCHEDULE PAYMENTS FOR THE RIGHT TO USE THE SOFTWARE, THEN USE OF THE SOFTWARE WILL BE DISABLED.  ISIS will assure that the Software when installed on its specified operating system will be compatible for use with that operating system and that the key will remain enabled once the Licensee has made all its scheduled payments regarding the right to use License.  Further, ISIS warrants that the key is not designed to damage, disable, interfere, impair or adversely affect other computer programs, data or hardware.

  6. WARRANTY BY LICENSEE

LICENSEE EXPLICITLY WARRANTS THAT IT SHALL NOT (A) ATTEMPT TO MODIFY, ADAPT, TRANSLATE, REVERSE ENGINEER, DECOMPILE, OR DISASSEMBLE THE SOFTWARE, OR CREATE ANY DERIVATIVE WORKS BASED ON THE SOFTWARE, OR (B) DIRECTLY OR INDIRECTLY DERIVE THE SOURCE CODE OF THE SOFTWARE.  ANY BREACH OF THIS SECTION 6 DIRECTLY OR INDIRECTLY SHALL CAUSE THE IMMEDIATE TERMINATION OF THIS LICENSE.

ISIS Maintenance Agreement

The following is the standard ISIS Solutions END USER SOFTWARE MAINTENANCE AGREEMENT contract:

This End User Software Maintenance Agreement (“Maintenance Agreement”) provides maintenance services to the Licensee on the Software listed in the Software Table of Appendix A.  “Maintenance Services” include (i) correction of defects in the Software, (ii) providing ongoing updates, improvements, and enhancements to the Software as they become available, and (iii) correcting and repairing failures of the Software to operate as described in the appropriate documentation on the hardware and operating systems platforms for which it was designed as specified by ISIS.  A defect is defined as a material deviation from the Software’s performance to its documentation or specification.  If a defect has been reported to, and validated by ISIS, the program causing the defect will be removed or repaired, at the option of ISIS, and the correction made available in the next scheduled maintenance release.  Unless specified differently herein, Maintenance Services shall cover all modules of the Software. Periodic maintenance updates to the Software that may include defect fixes or enhancements and all documentation related to such updates will be made available to Licensee at no additional cost. 

All such maintenance updates will be made available to Licensee via the Internet.  This Maintenance Agreement does include ancillary services (“Ancillary Services”).  Ancillary Services cover (i) Licensee training on the features, functionality or operations of the Software, (ii) Software installation, implementation, analytical model specification or development, (iii) data collection, analysis, authentication, verification, acquisition, clean-up, or extraction from any system, or posting or entry of any data to the Software, or (iv) any form of financial, operational, management, information systems, programming or other consulting which may be performed in support of, in connection with, or which may be supported by the Software.  If requested by Licensee, Ancillary Services provided by ISIS are billable in accordance with Appendix A as General Consulting Services.  The Maintenance Agreement may subject the Software to revisions of its feature, functionality, operability, scalability and performance resulting from support, enhancements, upgrades and other modifications and new versions of the Software, however, the terms and conditions of the License shall apply. 

 1. USER SUPPORT SERVICES

ISIS agrees to provide support services on only the Software between the hours of 8 AM to 5 PM Pacific Time Monday to Friday (excluding all U.S. national holidays) by calling the ISIS Support Line at the telephone number identified on the ISIS website at www.isis-solution.com.  ISIS will use commercially reasonable efforts to respond, verify, diagnose and correct reported failures of the Software within two (2) business days of notification but makes no warranty to the response and correction time.  Licensee will identify up to two (2) employees (“Licensee Contacts”) for each copy of the Software that runs on a server identified in the Software Table in Appendix A who shall be responsible for accumulating questions and Software errors from Licensee employees and presenting these questions and errors to ISIS whenever Licensee employees require support from ISIS.  Licensee agrees that ISIS will only be obligated to answer support questions for the designated Licensee Contacts. 

ISIS Hosting Service Level Agreement

The following is the standard ISIS Solutions END USER HOSTING SERVICE LEVEL AGREEMENT contract:

ISIS Solutions, Inc. ("ISIS) will provide that the data center network access, infrastructure and hardware are available 98% of the time in a given month excluding scheduled maintenance.  The data center network means the portion of the network extending from the outbound port on your edge device to the outbound port of the data center border router and includes data center managed switches, routers, cabling.  Infrastructure is that data center HVAC and power which includes includes UPSs, PDUs and cabling, but does not include the power supplies on Licensee servers. Infrastructure downtime exists when Licensee server is shut down due to power or heat problems.  Hardware covers the server hardware components and will replace any failed component at no cost. "Hardware" means the processor(s), RAM, hard disk(s), motherboard, NIC card and other related hardware included with the server. Hardware replacement will begin once ISIS identify the cause of the problem. Hardware replacement is guaranteed to be complete within one hour of problem identification.  ISIS will credit Licensee's account 5% of the monthly fee per additional hour of downtime of the network access, infrastructure and hardware, up to 100% of Licensee monthly fee for the affected network access, infrastructure or hardware downtime. 

To receive a credit, Licensee must contact ISIS within two business days from the unscheduled downtime and identify the time, date and duration of the downtime.  If verified by ISIS, which verification shall not be unreasonably withheld or delayed, ISIS will credit the appropriate amount to the Licensee's next monthly fee. 

ISIS Information Confidentiality

The following is the general policy ISIS uses regarding information it receives from sources that it does not have a formal non-disclosure agreement with: 

ISIS Solutions, Inc. (“ISIS”) treats information (“Information”) received from prospective customers and partners that it does not have a formal non-disclosure agreement with (the “disclosing party”) as confidential.  ISIS may use the information it receives for statistical analysis for the benefit of the disclosing party and ISIS may use the information it receives for general statistical analysis (so long as the source of the information remains confidential or the information is aggregated or sanitized to hide the source of the information) and ISIS shall not use the information for resale.  ISIS shall restrict disclosure of such Information and shall hold and maintain the Information in a safe and secure place with reasonable safeguards.   These restrictions on the use or disclosure of Information shall not apply to any Information: (1) after it has become generally available to the public without breach of this policy; or, (2) which at the time of disclosure to ISIS was known and free of restriction and evidenced by documentation; or, (3) which the disclosing party agrees in writing is free of such restrictions; or, (4) which is independently developed by ISIS without reference to the Information; or, (5) must be disclosed by ISIS under compulsion of law, provided that ISIS shall first in any such circumstances immediately give written notice to the disclosing party and the opportunity to obtain a protective order prohibiting or restricting such disclosure of the Information.  No license to ISIS under any trademark, patent, copyright, mask work protection right, or any other intellectual property right, is either granted or implied by conveying of Information.