CONTRACT DATASCAN, INC. (CDLP) WEB LICENSE AGREEMENT (“License Agreement”)

In addition to all other terms or conditions in any other agreement between your employer and/or company and Contract Datascan, Inc. (called “CDLP”), to include, but not limited to the Rental Agreement, and which are incorporated by reference, you (either an individual or an entity) and CDLP enter this Web License Agreement (“License Agreement”) regarding the use of CDLP’s website (“Website”) together with all related documentation and accompanying items including, but not limited to, the executable programs, drivers, libraries, source code, and data files associated with such programs (collectively, the "Software").  Use of the Website and Software is solely intended for use by employees of CDLP customers who have executed a Rental Agreement or other agreement with CDLP, and only by those employees who have been given a password and/or access code (each such employee is referred to in this License Agreement as a “User,” “you” or “your”).  ANY OTHER USE OF THIS WEBSITE IS UNAUTHORIZED AND STRICTLY PROHIBITED.  CDLP retains all title to, and ownership of, the Website and the Software and reserves all rights not expressly granted to the User herein. 

USE BY AUTHORIZED PERSONNEL ONLY.  User agrees to limit access to the Website to those personnel or authorized agents who reasonably have a need to access the information stored at the Website and only for the legitimate business purposes set forth in the Rental Agreement and in accordance with all applicable laws in the jurisdiction in which you use the Website. 

COPYRIGHT.  The Website and Software is owned by CDLP and is protected by United States copyright laws and international treaty provisions. You may not remove the copyright notice from the Software or accompanying documentation.  You shall only copy web pages containing your employer’s data.  You shall not copy any part of the Website for use in another website, merge or integrate any portion of the Software into another other website or program, except by prior written consent of CDLP.  No license is granted to you in this Agreement, either expressly or implicitly, to use any trademark, service mark, names, or logos of CDLP. 

NO TRANSFER OF LICENSE; UPDATES.  You shall not transfer your license to use the Website or Software.  You shall not attempt to, or assist others in attempting to, create an identical, similar or a derivative Website or Software.  You shall not transmit, assist in the transmission of, the Software or display the Software’s object code, binary codes or source codes on any computer screen or to make hard copy memory dumps of the Software’s object code, binary codes or source codes.  If you require information related to the interoperability of the Software with other programs, you shall make written request for such information to CDLP.  CDLP will determine, in its own discretion, whether to grant such request.  You shall notify CDLP of any information derived from reverse engineering or such other activities, and the results thereof will constitute the confidential information of CDLP that may be used only in connection with the Website and Software.  This License Agreement does not grant you any right to any enhancements or updates to the Software, nor any support services.  You agree that CDLP may, in its own discretion, through an autoupdate function, download updates and install them as part of the Software.

TERMINATION.  CDLP reserves the right to revoke this license as to any User who violates any of the terms of this License Agreement.  The license is granted to you as an employee or authorized agent of a customer of CDLP.  It is effective until terminated.  It will terminate immediately upon your ceasing to be an employee or authorized agent of a customer of CDLP.  It will also terminate if your employer’s contract with CDLP expires or is terminated.  Upon termination, you shall not attempt to gain access to the Website and you shall also return the Software and documentation which CDLP has provided you (including any portions or copies thereof) to CDLP. Upon termination, CDLP may also enforce any rights provided by law. The provisions of this License Agreement or the Rental Agreement that protect the proprietary rights of CDLP will continue in force after termination.

DISCLAIMER OF WARRANTY.  THE WEBSITE AND THE SOFTWARE IS PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF REMEDIES AND DAMAGES.  You agree that in no event will CDLP’s liability or damages to you or any third party exceed the amount paid by you for the inventory services provided by CDLP in one year.

PRIVACY OF PERSONAL DATA.  You understand and agree that, if you are located within the European Economic Area and/or Switzerland, all collection and use by this Website of your “personal data” (as that term is defined by Regulation 2016/679 General Data Protection Regulation of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and any applicable rules, regulations, directives, or laws adopted under or in furtherance thereof (“GDPR”); such data is hereinafter referred to as “Personal Data”) will be controlled by your employer’s Rental Agreement or other service contract with CDLP, and as may be set forth in a data processing addendum thereto.  You further understand and agree (1) that CDLP may collect and process your Personal Data solely as permitted by your employer’s Rental Agreement or other service contract with CDLP, and as may be set forth in a data processing addendum thereto (or otherwise as permitted by the GDPR), and solely for the purpose of facilitating and providing the services to your employer thereunder (or as otherwise may be permitted by the GDPR), and (2) your employer is the “data controller” of your Personal Data, and CDLP is the “data processor,” as those terms are defined by the GDPR.  

GENERAL.  This License Agreement is binding on you as well as your employees, employers, contractors and agents, and on any successors and assignees. This Agreement is governed by the laws of the State of Texas and you hereby consent to the exclusive jurisdiction of the state courts sitting in the State of Texas. This License Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.