End-User License Agreement

Terms and Conditions

  1. Grant of License. TSI grants and End-User and the Site accept a nonexclusive, nontransferable license to use The T-SYSTEM® Flu T Sheet (“the TEMPLATE”) at the medical facility listed above (“Site”), subject to the terms and conditions of this EULA. End-User or Site, at its expense: (a) print copies of the TEMPLATE; (b) cause the TEMPLATE to be printed and copied in its entirety and will not allow the TEMPLATE (including, but not limited to, copyright notices) to be deleted or modified without TSI’s prior written consent; and (c) keep the TEMPLATE at the Site, and not allow the TEMPLATE to be used at any other location.

  2. Modifications. End-User and Site will not make any modifications to the TEMPLATE without TSI’s written consent. All modifications, adaptations and derivatives of the TEMPLATE will become TSI’s sole and exclusive property.

  3. Title. Title to the TEMPLATE is reserved for TSI. End-User and Site acknowledge and agree that TSI is and shall remain the owner of the TEMPLATE including, but not limited to, all modifications, adaptations and derivatives of the TEMPLATE. End-User and Site agree not to sell, rent, license, distribute, assign or otherwise transfer the TEMPLATE or this EULA. End-User and Site will not develop or implement any system similar to or derived from the TEMPLATE, or any system that contains elements that are proprietary to TSI, at any location, other than the TEMPLATE at the Site pursuant to this EULA. After termination of this EULA, End-User and Site will not continue to use the TEMPLATE, or any system similar to or derived from the TEMPLATE, or any system that contains elements that are proprietary to TSI, at the Site or any other location. The requirements of this Section shall be in effect both during this EULA and after the termination of this EULA.

  4. Disclaimers. THE TEMPLATE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TSI will not be liable to End-User, the Site, or anyone else for any damages allegedly arising out of the use of the TEMPLATE including, but not limited to, damages related to medical malpractice claims, negligence, incidental damages or consequential damages. No physician/patient relationship is established with TSI or any agent, employee, officer, director or shareholder of TSI, by virtue of this EULA. End-User and the Site agree that TSI will not be responsible for any fines, penalties, expenses (including, but not limited to, attorneys’ fees) or other liabilities that result from any violation or alleged violation, by End-User, the Site, or its affiliated entities, of any coding or documentation guidelines, procedures or rules of Medicare, Medicaid, Centers for Medicare and Medicaid Services (“CMS”), other federal agencies, insurance companies, or any other payers. End-User and the Site will defend, and hereby indemnifies and holds harmless TSI, its agents, employees, officers, directors and shareholders, from and against any and all loss or liability resulting from or growing out of any medical malpractice claims or lawsuits brought by any patient of End-User or the Site or any physicians employed by or affiliated with End-User or the Site, including any such claims which are alleged to have been caused by TSI’s negligence or arising out of the use of the TEMPLATE. The relationship between TSI and End-User and the Site is one of licensor and Iicensee, and no partnership or joint venture is established by this EULA. End-User and Site acknowledges that the TEMPLATE is not intended to replace or guide professional clinical judgment and promises not to use it to replace or guide professional clinical judgments.

  5. Miscellaneous. This EULA is effective as of the date the TEMPLATE is downloaded by End-User or Site. If any legal proceeding is necessary to enforce the terms of this EULA, the prevailing party will be entitled to reasonable attorney’s fees in addition to any other relief to which that party may be entitled. If any part of this EULA is declared to be invalid by any court of competent jurisdiction, that part will be severed from this EULA and the remainder of this EULA will remain in full force and effect. A waiver of a breach or default under this EULA will not constitute a waiver of any subsequent breach or default. No failure to exercise or delay in exercising any right under this EULA will operate as a waiver of the right. This EULA will be construed pursuant to the laws of the State of Texas and, to the extent applicable, the laws of the United States. Venue for any action brought in connection with this EULA will be exclusively in Dallas County, Texas. This EULA is the complete and exclusive statement of the understanding of the parties in relation to the license of the TEMPLATE.

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