As it relates to Client’s use of the NextGen® products and/or services obtained through any third-party vendor, in conjunction with the terms of the Partner’s agreement with Client, Client agrees to the following additional terms and conditions. As it relates to the NextGen® products and/or services, to the extent of any conflict between the Partner’s agreement and these terms and conditions the terms of this document shall prevail.
LICENSE TO COMPANY SOFTWARE
To the extent that Client is obtaining a license to Company’s Software through a Company certified Partner then the following shall apply:
Subject to Client’s compliance with Partner’s PMA, Company grants Client, through the PMA and during the License Term, a personal, non-exclusive and non-transferable license to:
(A) install and implement the Company Software on Authorized Server(s) and Authorized Workstation(s) solely for use by End Users for internal operations in quantities as set forth in the Order Form and/or applicable Schedule and in accordance with applicable Metrics and User Materials; and
(B) use, copy and distribute internally User Materials as reasonably required for permitted use of the Company Software. Any such copies of the User Materials must contain the same copyright and other proprietary notices that appear in the original User Materials.
- For purposes of clarification, and provided Client does not exceed the Metric quantity of licenses obtain for the particular Company Software nor that the license seeking to be transferred is not otherwise restricted in its transferability, the transfer of the use of a license between Client’s End Users and/or between Client and those End Users of an Affiliated Organization that is owned by Client or (ii) in which Client has a majority controlling interest in such company, practice, group and/or other legal entity shall not be deemed a violation of the “non-transferable restriction set forth above.
THIRD PARTY SOFTWARE. Third Party Software is licensed solely for use with Company Software, and Client will not access Third Party Software except through the Company Software with which it operates. Client will purchase updates to Third Party Software as needed to comply with the requirements of Client’s then current version of the applicable Company Software.
NON-PRODUCTION USE. Client may only operate one Production instance of the Software. Client may operate a reasonable number of non-Production instances (e.g. backup, training, disaster recovery, etc.) of the Software. A backup instance of Software may be installed in a Designated Location separate from the location where the Production instance is installed.
LICENSE KEYS. Certain Software may require a License Key to operate.
NO TITLE TRANSFER. All of the Company Technology shall remain personal property and the title thereto shall remain with the Company at all times. Client shall have no right, title or interest therein or thereto except as to the use thereof subject to the terms and conditions of this Agreement. Client shall keep the Company Technology free from any and all judgments, liens and encumbrances. Client shall give Company immediate notice of the attachment or other judicial process, lien, or encumbrance affecting the Company Technology and shall indemnify and save Company harmless of and from any loss or damage caused thereby.
EFFECT OF TERMINATION. Upon termination of the applicable license, or upon expiration of the License Term, Client must cease to use the Software, uninstall all copies of the Software from all Authorized Servers and Authorized Workstations, and destroy any media containing the Software.
SOFTWARE SUPPORT AND MAINTENANCE. Client understands that no Maintenance Services, including Updates, are being provided to it by NextGen Healthcare; and, any Maintenance Services provided by Partner directly to Client (or NextGen Healthcare to Partner) are available only if Client is on the most current general release of such Company Software (or such other general released versions
DEFINITIONS. Capitalized terms shall have the meaning set forth in the General Terms and Conditions or as defined below.
- “Authorized Server” means a hardware server owned or leased by Client and located in a Designated Location. Authorized Servers will not be used for the benefit of any party other than Client, its Affiliated Organizations, and End Users.
- “Authorized Workstation” means a desktop, tablet or laptop computer located within the United States and used by an End User.
- “Designated Location” means the Client owned or leased location set forth in the applicable Order Form (or such other U.S. address identified in writing) where the server(s) are located upon which Client intends to load the server-side Software. If operated by a Third Party, a Designated Location must be pre-approved in writing by Company.
- “Disaster Recovery Environment” means Client’s technical environment designed solely to allow Client to respond to an interruption in service that is due to an event beyond Client’s control, where Client cannot provide critical business functions for a material period.
- “License Key” means each encrypted alphanumeric code needed to activate certain Software and/or features in certain Software.
- “Production” means use of Software to support actual business operations of Client and its Affiliated Organizations and excludes training, backup, development, quality assurance and similar non-productive uses.