End User License Agreement

This End User License Agreement (“EULA”) governs Client’s access and use of the Oracle Third-Party Solutions set forth on this Order and any prior Order Form in effect as of the Order Effective Date:

  1. Except as permitted herein, Client shall not permit use of the Oracle Third-Party Solutions to any third party.
  2. Use of the Oracle Third-Party Solutions is limited to the scope of the application package and to the internal business operations of Client. Notwithstanding the limitation in (1) Client’s end users may permit agents or contractors (including, without limitation, outsourcers) to use the Oracle Third-Party Solutions on the applicable end user’s behalf for the end user’s internal business operations as described herein, subject to the terms of this EULA.  Client is solely responsible for its agent’s, contractor’s, outsourcer’s, customer’s and supplier’s use of the Oracle Third-Party Solutions and compliance with this EULA.  
  3. Oracle or its licensor retains all ownership and intellectual property rights to the Oracle Third-Party Solutions.
  4. Client is prohibited from assigning, giving, or transferring the Oracle Third-Party Solutions or an interest in them to another individual or entity.
  5. Client is prohibited from (a) use of the Oracle Third-Party Solutions for rental, timesharing, subscription service, hosting, or outsourcing; (b) the removal or modification of any Oracle Third-Party Solutions markings or any notice of Oracle’s or its licensors’ proprietary rights; (c) making the Oracle Third-Party Solutions available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license); and (d) the transfer of any title to the Oracle Third-Party Solutions to the end user or any other party.
  6. Client is prohibited from the reverse engineering, disassembly or decompilation of the Oracle Third-Party Solutions (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by the Oracle Third-Party Solutions) and prohibit duplication of the Oracle Third-Party Solutions except for a sufficient number of copies of each Oracle Third-Party Solutions for the end user’s licensed use and one copy of each Oracle Third-Party Solutions media.
  7. ORACLE AND WELLSKY DISCLAIM, TO THE EXTENT PERMITTED BY APPLICABLE LAW, LIABILITY FOR (A) ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL, AND (B) ANY LOSS FROM PROFITS, REVENUE, DATA, OR DATA USE, ARISING FROM THE USE OF THE ORACLE THIRD-PARTY SOLUTIONS.
  8. Upon termination, Client shall discontinue use and destroy or return to WellSky all copies of the Oracle Third-Party Solutions and documentation.
  9. Client is prohibited from the publication of any results of benchmark tests run on the Oracle Third-Party Solutions.
  10. Client shall comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the Oracle Third-Party Solutions, nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws.  
  11. Client acknowledges that the Oracle Third-Party Solutions are subject to a restricted license and can only be used in conjunction with the application package.
  12. WellSky shall be permitted to audit Client’s use of the programs, and Client shall provide reasonable assistance and access to information in the course of such audit. Any audit results will be provided to Oracle, and WellSky is authorized to assign the right to audit Client’s use of the Oracle Third-Party Solutions to Oracle. Neither WellSky nor Oracle shall be responsible for any costs incurred by Client in cooperating with the audit.  
  13. Oracle is designated as a third-party beneficiary of this EULA.
  14. Client agrees that the Uniform Computer Information Transactions Act shall not apply to this EULA or the programs. Client acknowledges that some Oracle Third-Party Solutions may include source code that Oracle may provide as part of its standard shipment of such Oracle Third-Party Solutions, which source code shall be governed by the terms of this EULA.   
  15. Client acknowledges that third party technology may be appropriate or necessary for use with some Oracle Third-Party Solutions as specified in the applicable documentation or as otherwise notified by WellSky, and such third-party technology is licensed to Client only for use with the Oracle Third-Party Solutions solely under the terms of the third-party license agreement specified in the applicable documentation or as otherwise notified by WellSky.