1. DEFINITIONS: Any capitalized term defined herein shall have the meaning ascribed to it in these Terms and Conditions. In addition to terms defined as used in these Terms and Conditions, the following definitions shall be used herein:
2. CERTIFICATION OF USE: By accepting these Terms and Conditions, Customer is certifying that (a) the party signing knows how the Software will be used, and (b) that the Software will not be used in a blood bank or transfusion setting as long as Customer continues to use the Software. For purposes of this certification, a blood bank or transfusion setting is any setting involving the collection, processing, compatibility testing, storage and/or distribution of blood and blood components, including the manufacturing and maintaining of these products and associated databases. If Customer’s use of the Software changes in a way that causes this certification to become inaccurate, Customer will notify Roche as soon as possible.
3. LICENSING CONDITIONS:
4. TERM AND TERMINATION :
5. BILLING AND PAYMENT TERMS: Roche will begin billing Customer for the Software Products and Services on the date of installation completion for the first Software Product installed. Service will be billed as per the payment method defined in Appendix D. Roche will provide Customer with payment terms of net thirty (30) days from the date of invoice. Payment by credit card is acceptable at point of sale only. Failure to pay invoices when due may result in non-shipment of all future orders of products that Customer purchases from Roche and/or Customer being notified by Roche that Customer is in default of these Terms and Conditions.
6. SOFTWARE EARLY TERMINATION FEE: Both parties agree and acknowledge that in the event of a default of these Terms and Conditions by Customer which results in the early termination of Customer’s obligations as set forth in these Terms and Conditions and/or Appendix D, the “Software Early Termination Fee” that Customer agrees to pay will be: (a) the sum of Customer’s remaining monthly payments for all rented and leased Software, less unearned interest; plus (b) the sum of Customer’s remaining payments for Software Service, whether or not included in the Software price; plus (c) the pro-rata remaining value of all Software and Software Services identified as “included” or “Included in Reagents”, provided at “No Additional Charge”, or identified as Discounts. Customer agrees that the provisions related to the Software Early Termination Fee are reasonable in light of the circumstances and are not disproportionate to the presumed injury or loss resulting from Customer’s default.
8. SOFTWARE SUBLCIENSES:
9. IT INFRASTRUCTURE:
10. U.S. GOVERNMENT RESTRICTED RIGHTS: The Software licensed under these “Terms and Conditions” is “Commercial Computer Software” and “Commercial Computer Software Documentation” as those terms are defined in the applicable provisions of the Federal Acquisition Regulation (“FAR”) and supplements thereto, including the Department of Defense FAR Supplement (DFARS). The Software and related Documentation licensed hereunder is provided to end users for use, by and for the U.S. Government, with only those rights as are granted to all other end users pursuant to these Terms and Conditions. Use of the Software is permitted only by parties who are authorized by an appropriate U.S. Government official. This provision is in lieu of, and supersedes, any FAR, DFARS, or any other provision that relates to use of the commercial computer software licensed under these Terms and Conditions.
11. LIMITED WARRANTY; LIMITATIONS ON LIABILITY; INDEMNITY:
12. MAINTENANCE AND SUPPORT SERVICES: Customer is required to maintain Service plan coverage for the Software (“Software Services”) for the duration of the Term. The scope of Software Service provided by Roche pursuant to any service plan shall be as follows: