Purchaser Agreement
Copyright Cognitive Innovations, LLC © 2024
By purchasing this software, you are accepting this Agreement, and you ("You" or "Purchaser") will be bound by its terms. You may not purchase the Standardized Touchscreen Assessment of Cognition software ("Software") unless You accept the Terms of this Agreement. You may print the web page containing this agreement or save it as a file on your computer. A substantially-identical version of this Agreement is included as a "Read Me" file in the downloadable file containing the software.
Cognitive Innovations, LLC ("Vendor") hereby grants You a nonexclusive license to use the Software in a professional mental health and/or medical capacity, for the purpose of gathering data from individuals to whom the Software is administered, subject to the following conditions:
1. Use of Software; Use of Collected Data
THE SOFTWARE IS DESIGNED AND INTENDED FOR USE ONLY BY TRAINED, ACCREDITED MENTAL HEALTH AND/OR MEDICAL PROFESSIONALS. The Software is not intended for use by laypersons or the general public. The Software is not intended to diagnose, treat, or draw any conclusions regarding the individual(s) to which the Software is administered. The Software and any results are to be utilized by only to for informational purposes and to gather data for use and interpretation by a mental health and/or medical professional. Purchaser acknowledges and agrees that the Software will be utilized and administered only by a mental health and/or medical professional.
THE PURCHASER ACKNOWLEDGES AND AGREES THAT NON-PERSONALLY IDENTIFIABLE DATA GENERATED FROM ADMINISTRATION OF THE SOFTWARE TO PURCHASER'S PATIENTS/CLIENTS/SUBJECTS MAY BE SENT ELECTRONICALLY TO VENDOR AND COLLECTED BY VENDOR for the sole purpose of building a sample population to which such data may be compared. No further consent from or accounting to Purchaser in the development, manufacture, marketing and maintenance of the Software shall be necessary for such data collection. The data collected shall not contain any personally identifiable information of the subject, such as name, address, or Social Security number. Purchaser shall be responsible for disclosing the potential for such data collection to Purchaser's patients/clients/subjects as Purchaser deems necessary.
2. No Warranties; Disclaimers
VENDOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET ALL REQUIREMENTS OF PURCHASER OR ANY END USER, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHER, VENDOR IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM THE MODIFICATION, MISUSE OR DAMAGE OF ANY OF THE SOFTWARE BY PARTIES OTHER THAN VENDOR OR PARTIES PERFORMING AS A CONTRACTOR AT THE DIRECTION OF VENDOR. VENDOR DOES NOT WARRANT AND SHALL HAVE NO LIABILITY WITH RESPECT TO THIRD PARTY SOFTWARE OR OTHER NON - VENDOR PRODUCTS.
THE SOFTWARE AND ANY RELATED SERVICES PROVIDED BY VENDOR ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND TO PURCHASER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF (1) MERCHANTABILITY; (2) FITNESS FOR A PARTICULAR PURPOSE; (3) EFFORT TO ACHIEVE PURPOSE; (4) QUALITY; (5) ACCURACY; (6) NONINFRINGEMENT; (7) QUIET ENJOYMENT; AND (8) TITLE. PURCHASER AGREES THAT ANY EFFORTS BY VENDOR TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY VENDOR WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
PURCHASER FURTHER AGREES THAT VENDOR SHALL NOT BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF VENDOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT.
Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Purchaser. In such jurisdictions, Vendor's liability is limited to the greatest extent permitted by law.
No oral or written information or advice given by Vendor, or its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of warranties with regards to the Software, unless made a part of this Agreement in writing.
3. Limitation of Liability
TO THE MAXIMUM EXTENT ALLOWED BY LAW, VENDOR IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF SUBSTITUTE GOODS INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF VENDOR OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR ALL CLAIMS OF ANY KIND SHALL BE LIMITED TO GENERAL MONEY DAMAGES (I.E., COMPENSATORY DAMAGES) NOT TO EXCEED THE FEES ACTUALLY PAID BY PURCHASER TO VENDOR PURSUANT TO THIS AGREEMENT.
4. Intellectual Property Ownership
Purchaser acknowledges that the Software is copyrighted material owned by Vendor and is protected by U.S. copyright law. Purchaser may not copy or otherwise reproduce any part of the Software. You may not modify, reverse engineer, or decompile the Software or create derivative works based on the Software. You may not distribute, rent, lease, sell, license, or otherwise transfer rights in the Software to any other person or entity or make any other commercial use of the Software. You must retain all copyright and trademark notices on the Software and take reasonable steps to protect Vendor's intellectual property rights. Except as specifically set forth in this Agreement, Vendor owns and retains all right, title, and interest in the Software and any and all related materials. This Agreement does not transfer any ownership rights in the Software or any related materials to you or to any third party.
5. Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of New York State. The County of Monroe in the State of New York is hereby designated as the place of trial for any action or proceeding arising from or in any way connected with this Agreement
6. Severability
Every provision of this Agreement is intended to be severable. If any provision is held to be invalid or unenforceable by law or by a court of competent jurisdiction, all other provisions shall nevertheless continue in full force and effect. In lieu of such invalid or unenforceable provision, there shall be added as part of this Agreement a legal, valid, and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
7. Entire Agreement
All understandings and agreements previously made by and between the parties are merged in this Agreement, which alone fully and completely expresses their agreement. This Agreement may not be changed, terminated, nor any of its provisions modified or waived, except in writing signed by all of the parties to this Agreement.
Cognitive Innovations, LLC ("Vendor") hereby grants You a nonexclusive license to use the Software in a professional mental health and/or medical capacity, for the purpose of gathering data from individuals to whom the Software is administered, subject to the following conditions:
1. Use of Software; Use of Collected Data
THE SOFTWARE IS DESIGNED AND INTENDED FOR USE ONLY BY TRAINED, ACCREDITED MENTAL HEALTH AND/OR MEDICAL PROFESSIONALS. The Software is not intended for use by laypersons or the general public. The Software is not intended to diagnose, treat, or draw any conclusions regarding the individual(s) to which the Software is administered. The Software and any results are to be utilized by only to for informational purposes and to gather data for use and interpretation by a mental health and/or medical professional. Purchaser acknowledges and agrees that the Software will be utilized and administered only by a mental health and/or medical professional.
THE PURCHASER ACKNOWLEDGES AND AGREES THAT NON-PERSONALLY IDENTIFIABLE DATA GENERATED FROM ADMINISTRATION OF THE SOFTWARE TO PURCHASER'S PATIENTS/CLIENTS/SUBJECTS MAY BE SENT ELECTRONICALLY TO VENDOR AND COLLECTED BY VENDOR for the sole purpose of building a sample population to which such data may be compared. No further consent from or accounting to Purchaser in the development, manufacture, marketing and maintenance of the Software shall be necessary for such data collection. The data collected shall not contain any personally identifiable information of the subject, such as name, address, or Social Security number. Purchaser shall be responsible for disclosing the potential for such data collection to Purchaser's patients/clients/subjects as Purchaser deems necessary.
2. No Warranties; Disclaimers
VENDOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET ALL REQUIREMENTS OF PURCHASER OR ANY END USER, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHER, VENDOR IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM THE MODIFICATION, MISUSE OR DAMAGE OF ANY OF THE SOFTWARE BY PARTIES OTHER THAN VENDOR OR PARTIES PERFORMING AS A CONTRACTOR AT THE DIRECTION OF VENDOR. VENDOR DOES NOT WARRANT AND SHALL HAVE NO LIABILITY WITH RESPECT TO THIRD PARTY SOFTWARE OR OTHER NON - VENDOR PRODUCTS.
THE SOFTWARE AND ANY RELATED SERVICES PROVIDED BY VENDOR ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND TO PURCHASER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF (1) MERCHANTABILITY; (2) FITNESS FOR A PARTICULAR PURPOSE; (3) EFFORT TO ACHIEVE PURPOSE; (4) QUALITY; (5) ACCURACY; (6) NONINFRINGEMENT; (7) QUIET ENJOYMENT; AND (8) TITLE. PURCHASER AGREES THAT ANY EFFORTS BY VENDOR TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY VENDOR WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
PURCHASER FURTHER AGREES THAT VENDOR SHALL NOT BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF VENDOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT.
Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Purchaser. In such jurisdictions, Vendor's liability is limited to the greatest extent permitted by law.
No oral or written information or advice given by Vendor, or its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of warranties with regards to the Software, unless made a part of this Agreement in writing.
3. Limitation of Liability
TO THE MAXIMUM EXTENT ALLOWED BY LAW, VENDOR IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF SUBSTITUTE GOODS INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF VENDOR OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR ALL CLAIMS OF ANY KIND SHALL BE LIMITED TO GENERAL MONEY DAMAGES (I.E., COMPENSATORY DAMAGES) NOT TO EXCEED THE FEES ACTUALLY PAID BY PURCHASER TO VENDOR PURSUANT TO THIS AGREEMENT.
4. Intellectual Property Ownership
Purchaser acknowledges that the Software is copyrighted material owned by Vendor and is protected by U.S. copyright law. Purchaser may not copy or otherwise reproduce any part of the Software. You may not modify, reverse engineer, or decompile the Software or create derivative works based on the Software. You may not distribute, rent, lease, sell, license, or otherwise transfer rights in the Software to any other person or entity or make any other commercial use of the Software. You must retain all copyright and trademark notices on the Software and take reasonable steps to protect Vendor's intellectual property rights. Except as specifically set forth in this Agreement, Vendor owns and retains all right, title, and interest in the Software and any and all related materials. This Agreement does not transfer any ownership rights in the Software or any related materials to you or to any third party.
5. Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of New York State. The County of Monroe in the State of New York is hereby designated as the place of trial for any action or proceeding arising from or in any way connected with this Agreement
6. Severability
Every provision of this Agreement is intended to be severable. If any provision is held to be invalid or unenforceable by law or by a court of competent jurisdiction, all other provisions shall nevertheless continue in full force and effect. In lieu of such invalid or unenforceable provision, there shall be added as part of this Agreement a legal, valid, and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
7. Entire Agreement
All understandings and agreements previously made by and between the parties are merged in this Agreement, which alone fully and completely expresses their agreement. This Agreement may not be changed, terminated, nor any of its provisions modified or waived, except in writing signed by all of the parties to this Agreement.
