End User License Agreement
By installing OPTUM MP ("software"), the licensee agrees to the terms and conditions for the software license. The liabilities and provisions for the software are provided in this document and it is therefore essential to read this agreement.
The license agreement is a legal agreement between the licensee and the licensor, Optum CE.
1. Software, Ownership, Grant of license
1.1 The software (OPTUM MP), including any upgrades, updates, modifications, revisions, copies, and documentation made available by Optum CE (“Optum”), is available for download by Customer at no charge. To the extent Customer requests and Optum accepts a request to download the Software from Optum’s webpage, each such request will constitute a contract between Customer and Optum, which shall be governed solely and exclusively by the terms and conditions of this Agreement, the applicable terms provided at the time of online registration to download the Software, and the product-specific terms at www.optumce.com, (collectively the “Order”).
1.2 Software, including all copies and documentation, is copyrighted, trade secret and confidential information of
Optum or its licensors, who maintain exclusive title to all Software and retain all rights not expressly granted
by this Agreement. You must hold Optum confidential information in strict confidence. Optum grants to Customer,
subject to Customer’s compliance with the terms and conditions of this Agreement, a nontransferable, nonexclusive
license to use Software solely: (a) in machine-readable, object or executable code form; (b) as specified in the
Order; and (c) for Customer’s internal business purposes. Customer acknowledges that no-charge versions of the
Software may have more limited functionality than commercial versions available for a fee. Customer acknowledges that Optum may discontinue the no-charge program at any time. Each Order for Software will identify the Software, license unit of measure, and any time period restriction, if applicable. Such limitations may be technically implemented through the use of authorization codes, license keys, or similar devices. Customer may choose to, but is not required to, provide suggestions, data, or other information to Optum regarding possible improvements in the operation, functionality or use of Software, whether in the course of receiving services, evaluating Software or otherwise, and any inventions, product improvements, modifications or developments made by Optum, at its sole discretion, will be the exclusive property of Optum.
2.1 Customer shall not loan, rent, lease, distribute, or otherwise transfer Software without Optum’s prior written
consent, except as part of a permanent transfer of the Software as permitted by this Agreement. Customer may copy Software only as reasonably necessary to support the authorized use, as long as the number of licenses in use does not exceed the number of licenses purchased by Customer. Each copy must include all notices embedded in Software as received from Optum. All copies remain the property of Optum or its licensors. Customer shall not: (a) use the Software or allow its use for developing, enhancing or marketing any product that is competitive with the Software; or (b) disclose to any third party the results of or information pertaining to any testing of the Products against a third party’s products for the purpose of competitive comparison. Customer shall not reverse-assemble,
reverse-compile, reverse-engineer or in any way derive source code from Software.
2.2 Customer may allow third party consultants or contractors (“Authorized Third Parties”) to access and use the
Software on Customer’s behalf as long as: (a) the use is solely for Customer’s internal business operations;
(b) each Authorized Third Party is under written confidentiality obligations with Customer protecting Optum’s
intellectual property and Confidential Information with terms no less stringent than this Agreement; (c) Customer
ensures that the Authorized Third Party’s use of the Software complies with the terms of this Agreement; and
(d) on completion of the Authorized Third Party’s services requiring use of the Software, Customer ensures that
the Software are immediately and completely uninstalled from Authorized Third Party’s equipment and/or premises, as applicable.
2.3 Customer may move the Software: (a) from one node (i.e. authorized hardware) to another without charge; and
(b) from one site to another site. No transfer under this section shall increase the license scope or number of
nodes in use by Customer. Except as provided herein, Customer shall not sublicense, assign or otherwise transfer
the Software without Optum’s prior written consent and payment of Optum’s then-current applicable transfer charges. Any attempted transfer without Optum’s prior written consent shall be a material breach of this Agreement and may, at Optum’s option, result in the immediate termination of the licenses and this Agreement. On Optum's written request, Customer will furnish to Optum: (a) a certification signed by an officer indicating whether the Software is being used in accordance with this Agreement; and (b) a copy of any usage reports generated from the Software, if applicable. Optum may engage an independent auditor to review Customer’s Software usage and related records during Customer’s normal business hours to confirm compliance with this Agreement.
2.4 All Software is commercial off-the-shelf computer software.
2.5 Use of the software in connection with scientific research and publications is permitted as long as the use is acknowledged AND Optum is provided with a link to, or a copy of the publication.
2.6 Optum reserves the right to incorporate security elements in the software, and to collect information on users
found to be making unauthorized use of the software. Optum reserves the right to continuously collect anonymous
usage-information to improve our products.
3. Customer responsibilities, Disclaimer of warranties, No support
Customer is solely responsible for selecting the Software to achieve its intended results, and for the installation
of, use of, and results obtained from the Software. Customer is solely responsible for compliance with all laws,
rules and regulations applicable to Customer’s use of the Software. Customer is solely responsible for any taxes,
customs duties or similar charges arising out of Customer’s receipt or use of the Software. The Software is made
available by Optum AS-IS, without warranty of any kind.
OPTUM AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT.
Optum support services are not available for no-charge Software. Optum may, but is not required to, make patches,
updates and upgrades to the Software available from time to time. Installation and use of such releases are
governed by the terms of this Agreement.
4. Disclaimer of liability
The Software is provided to Customer at no-charge.
OPTUM AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER. WITHOUT LIMITING THE FOREGONING, IN NO EVENT SHALL OPTUM OR ITS LICENSORS BE LIABLE FOR DIRECT, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST DATA, LOST PROFITS OR SAVINGS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF OPTUM OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
Customer acknowledges that the Software is provided at no-charge, reflecting the allocation of risk set forth
in this Agreement and that Optum would not enter into this Agreement or offer the Software at no charge without
these limitations on its liability. Some jurisdictions do not allow the exclusion or limitation of liability for
certain damages for certain types of claims, so the above limitation may not apply to you to the extent prohibited
by such local laws.
5. Term and termination
This Agreement remains effective until terminated. This Agreement will immediately terminate upon notice if
Customer exceeds the scope of license granted or otherwise fails to comply with Sections 1 or 2. For any other
material breach under this Agreement, Optum may terminate this Agreement upon 30 days written notice if Customer is in material breach and fails to cure such breach within the 30 day notice period. If a Software license was provided for limited term use, such license will automatically terminate at the end of the authorized term.
Customer may terminate this Agreement at any time by providing written notice to Optum. On termination of this
Agreement or any Software license under this Agreement, Customer shall ensure that all use of the affected
Software ceases, and shall certify the destruction of all copies of the Software used by Customer to Optum’s
reasonable satisfaction. The following sections will survive any termination of this Agreement: 1-4 and 6.
6. General terms
This Agreement shall be governed by and construed under Danish law. Any action or proceeding arising from or
relating to this Agreement, must be brought in a court in Denmark, and each party irrevocably submits to the
jurisdiction and venue of any such court in any such action or proceeding; however, this provision shall not
restrict Optum’s right to bring an action against Customer or its subsidiary in the jurisdiction where Customer’s
or its subsidiary’s place of business is located. The United Nations Convention on Contracts for the International
Sale of Goods does not apply to this Agreement. If a court of competent jurisdiction finds any provision of this
Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the
other provisions of this Agreement will remain in full force and effect. This Agreement may only be modified in
writing by authorized representatives of the parties. All notices required or authorized under this Agreement must
be in writing and shall be sent, as applicable, to Customer’s legal department. Waiver of terms or excuse of breach
must be in writing and shall not constitute subsequent consent, waiver or excuse.
If you have any questions regarding this agreement, please contact Optum CE at firstname.lastname@example.org.