Delsys, manufacturer of wireless EMG systems provide the following terms and conditions for the use of their control software:
(a) Any Software shall be licensed to the Customer in accordance with this clause.
(b) Subject to the payment of all amounts due under these Terms, Delsys grants the Customer a non-exclusive, terminable license to use the Software listed in the Order Acknowledgement, in accordance with all user documentation which is provided with the Software and in accordance with these Terms.
(c) The Software License permits the Customer to install on a computer one copy only of each item of Software that may only be accessed and used by the number of concurrent users in the Order Acknowledgement. The Software may only be accessed and used at the Customer’s premises specified in the Order Acknowledgement.
(d) The Customer may not:
(i) loan, rent, lease or license the Software or any copy of it;
(ii) reverse engineer or decompile the Software except to the extent permitted by applicable law notwithstanding a contractual prohibition; or
(iii) sublicense the Software.
(e) The Customer may assign all its rights to use the Software to another person or entity provided that such assignment occurs with the transfer if Goods on which the Software is installed and the Customer
(i) transfers the Software License, the physical medium in which the Software is made available, user documentation and all copies of the Software and user documentation;
(ii) retains no copies of the Software, including copies stored on a device;
(iii) remains liable under these Terms for any breach of its terms by the assignee; and
(iv) notifies Delsys in writing that the assignment has taken place and tells Delsys the identity of the assignee.
(f) The Software License automatically terminates if the Customer fails to comply with any provision of these Terms or an Insolvency Event occurs in relation to the Customer.
(g) The Customer is entirely responsible for the use made of the Software. In particular, the Software is not intended to replace the clinical skill of a medical practitioner or the independent professional judgment of individual clinical circumstances to make a diagnosis or determine a patient's treatment. The Software should only be used by those who have familiarized themselves with its operation, functions, capabilities and limitations; and should not be relied upon, by itself, as the sole method of making any diagnosis or determining any treatment.
(h) The use of the data produced by the Software is the sole responsibility of the Customer. Delsys strongly advises the Customer to review the data for any peculiarities or inconsistencies.