Effective December 1st 2025
IMPORTANT – READ CAREFULLY
This End User License Agreement (“Agreement”) is made between Hyland (defined below) and the person or entity (“Customer”) that has submitted to Hyland or an applicable Hyland authorized channel partner written purchase orders or other ordering documents (the “Ordering Documents”) that have been accepted by Hyland or such channel partner for Hyland’s proprietary software products, including, in each case, third party software bundled by Hyland as part of a unified product (“Software”).
As used herein, “Hyland” means, in any case where Customer is located in the United States or Canada, Hyland Software, Inc. (“Hyland”), 28105 Clemens Road, Westlake, Ohio 44145 USA, and in any case where Customer is located elsewhere, Hyland UK Operations Limited, The Place, Bridge Avenue, Maidenhead SL6 1AF, UK.
1. LICENSE:
(a) During the term of the Agreement, subject to payment in full of the Software subscription fees, and subject further to Customer’s compliance with the terms of this Agreement, Hyland grants to Customer a revocable (as the case may be), non-exclusive, non-assignable (except as provided in this Agreement), limited license to the Software, in machine-readable object code form only, solely for use by: (i) Customer internally, and only for capturing, storing, processing and accessing Customer’s own data; and (ii) subject to the contractor restrictions set forth herein, by a third party contractor retained by Customer as a provider of services to Customer, but only by the contractor for capturing, storing, processing and accessing Customer’s own data in fulfillment of the contractor’s contractual obligations as a service provider to Customer, in each case for the duration and extent to which Customer has paid the appropriate subscription fees, as evidenced by one or more valid Ordering Documents between Customer and Hyland or Customer and Hyland’s authorized channel partner, identifying the specific Software licenses purchased and any additional limitations on use. Customer shall not make any use of the Software in any manner not expressly permitted by this Agreement. Software subject to a regulatory control may only be installed in the country identified as the end user location in the purchase order. The Software includes all upgrades or enhancements to the Software that Customer properly obtains pursuant to the terms of a software maintenance agreement between Customer and Hyland or Hyland’s authorized channel partner. The Software may be located and hosted on computer servers owned and controlled by a third party. Such third party hosting provider shall be considered a User (as defined below), and subject to the requirements pertaining to contractors set forth herein below. For purposes of this Agreement, “Documentation” means the specifications, as published and periodically updated by Hyland, that describe the functionality of Software. “Users” means: (i) employees or contractors of Customer that are authorized to access and use the Software in accordance with the terms and conditions of this Agreement and any applicable Ordering Document; and (ii) any additional users to which Customer is authorized to provide access to such Software as expressly agreed in writing between the parties.
(b) The Software is licensed for a specific type of use, such as concurrently or on a specified workstation or by a specified individual and the Software may control such use. Certain Software products that are volume-based (which shall include the number of Cores, Alfresco Instances and/or users) may: (i) no longer function if applicable volume limits have been exceeded; (ii) require Customer to pay additional fees based on Customer’s volume usage; and/or (iii) include functionality which monitors or tracks Customer usage and reports that usage. Customer acknowledges and agrees that additional fees may apply based on Customer's volume usage. Customer may not circumvent or attempt to circumvent this restriction by any means, including but not limited to changing the computer calendars. Use of software or hardware that reduces the number of users directly accessing or utilizing the Software (sometimes called “multiplexing” or “pooling” software or hardware) does not reduce the number of Software licenses required. The required number of Software licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware. Customer is prohibited from using any software other than the Software Client licenses, platforms or a Software application programming interface (API) to access the Software or any data stored in the Software database for any purpose other than generating reports or statistics regarding system utilization, unless Hyland has given its prior written consent to Customer’s use of such other software and Customer has paid the applicable fees with respect to such access. Customer further agrees that the Software shall not be copied and installed on additional servers unless Customer has purchased a license therefore, and the number of users of the Software shall not exceed the number of users permitted by the Software licenses purchased by Customer. For purposes of this of this Agreement “Alfresco Community Versions” means the free, open source community versions that Hyland makes available at no charge, including without limitation Digital Business Platform, Alfresco Content Services, Alfresco Process Services and Records Management software and “Cores” means physical computer processing cores or virtual Central Processing Units (vCPUs), sold in groups of four Cores. As licensed by Hyland, an initial set of four Cores allows Customer to deploy the Alfresco Software on up to four physical cores, or up to four vCPUs, on a single server instance. If Customer purchases eight or more Cores, Customer may deploy the Software on physical cores or vCPUs equal to the number of Cores it has purchased, without limitation, as to the number of service instances upon which they can run. For example, if Customer purchases Alfresco Content Services (with eight Cores), Customer may deploy the Software on up or eight physical cores, or up to eight vCPUs, on any number of server instances. Software does not include Alfresco Community Versions.
(c) Unless otherwise stated in an Ordering Document, Customer shall be entitled to use one (1) production copy of the Software licensed and one (1) additional copy of the production environment licensed Software for customary remote disaster recovery purposes which may not be used as a production system concurrently with the operation of any other copy of the Software in a production environment. Subject to the payment of any additional applicable fees, Customer shall also be entitled to license a reasonable number of additional copies of the production environment licensed Software to be used exclusively in a non-production environment and solely for the purposes of experimenting and testing the Software, developing integrations between the Software and other applications that integrate to the Software solely using integration functionality of the Software licensed by Customer under this Agreement, and training Customer’s employees on the Software (“Test Systems”). Customer may be required to provide to Hyland certain information relating to Customer’s intended use of such Test Systems such as the manufacturer, model number, serial number and installation site. Customer shall not make any copies of the Software not specifically authorized by this Section.
(d) Customer agrees not to: (1) remove copyright, trademark or other proprietary rights notices that appear on or during the use of the Software or Documentation (as defined in this Agreement); (2) sell, transfer, rent, lease or sub-license the Software or Documentation to any third party, or use the Software for processing of third-party data as a service bureau, application service provider or otherwise for the business operations of any third party; (3) alter or modify the Software or Documentation; (4) reverse engineer, disassemble, decompile or attempt to derive source code from the Software or Documentation or prepare derivative works therefrom; or (5) combine, call, link to, or otherwise use the Software in conjunction with any Alfresco Community Version, or use any of the services for Alfresco Community Versions or for any unlicensed users. Customer is responsible for all of its Users’ actions and compliance with this Agreement.
(e) From time to time Customer may elect to evaluate certain Software (“Evaluation Software”) for the purpose of determining whether or not to purchase a production license of such Evaluation Software. Evaluation Software is licensed for Customer’s use in a non-production environment. Notwithstanding anything to the contrary, as to any Evaluation Software, the Agreement and the limited license granted hereby will terminate on the earliest of: (a) last day of the evaluation period specified in the accepted Ordering Document delivered for such Evaluation Software; or (b) immediately upon the delivery of written notice to such effect by Hyland to Customer. Upon expiration or other termination of such period, Customer immediately shall either (y) discontinue any and all of use of the Evaluation Software and related Documentation and remove the Evaluation Software; or (z) execute an Ordering Document for purchase of such Evaluation Software.
(f) Except as otherwise set forth in this Agreement, neither party may not assign, transfer or sublicense all or part of this Agreement or its rights or obligations under this Agreement, in whole or in part, to any other person or entity without the prior written consent of the other party; provided that such consent shall not be unreasonably withheld in the case of any assignment or transfer by a party of the Agreement in its entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all of such party’s assets that assumes in writing all of such party’s obligations and duties under this Agreement. Notwithstanding anything to the contrary, Hyland may assign this Agreement to any Hyland affiliate without the consent of the other party upon written notice to the other party. Any assignment made without compliance with the section shall be null and void and of no force or effect. The parties agree that Hyland may assign or subcontract all or part of its obligations contemplated by this Agreement to a Hyland affiliate.
(g) The Software may be bundled with software owned by third parties, including but not limited to those manufacturers listed in the Help About screen of the Software. Such third party software is licensed solely for use within the Software and is not to be used on a stand-alone basis. Notwithstanding the above, Customer acknowledges that, depending on the modules licensed, the Software may include open source software governed by an open source license, in which case the open source license (a copy of which is provided in the Software or upon request) may grant additional rights to such open source software. Additionally, in the case of such software to be downloaded and installed on a mobile device, if such software will be downloaded from the application market or store maintained by the manufacturer of the mobile device, then use of such software will be governed by the license terms for the software included at the applicable application store or market or presented to Customer or Customer’s user in the software, and this Agreement will not govern such use.
(h) If applicable, Software also includes all adapters or connectors created by Hyland and provided as part of an integration between the Software and a third party line of business application (“Integration Code”). Software also includes any desktop host or other content services software provided by Hyland and downloaded on a user's computer used to extend functionality in Hyland's products. Such Integration Code and desktop host may only be used in combination with other Software and in accordance with the terms of this Agreement.
(i) Customer agrees that if it desires to allow a contractor to do any of the following: (i) make use of the configuration tools, administrative tools or any application programming interfaces (“APIs”); (ii) attend any Hyland training courses, either online or in person; or (iii) access any of Hyland’s secure websites (including, but not limited to, Hyland.com/Community), either through contractor’s use of Customer’s own log-in credentials or through credentials received directly or indirectly by contractor; then, Hyland may require that the entity employing such contractor enter into a confidentiality agreement directly with Hyland.
(j) The Software is not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. Such Software is not designed or intended for use in any situation where failure or fault of any kind of the Software could lead to death or serious bodily injury to any person, or to severe physical or environmental damage (“High Risk Use”). The Software is not licensed by Hyland to use in, or in conjunction with, High Risk Use. High Risk Use is STRICTLY PROHIBITED. High Risk Use includes, for example, the following: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilization of the Software for administrative purposes, as an information resource for medical professionals, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function. Customer agrees to indemnify and hold harmless Hyland from any third-party claim arising out of Customer’s or its Contractors’ use of the Software in connection with any High Risk Use.
(k) During the term of this Agreement and for one (1) year thereafter, upon reasonable notice to Customer, Hyland shall be permitted access to Customer’s facilities and records, during regular business hours, to audit Customer’s use of the Software solely in order to determine Customer’s compliance with the licensing and pricing terms this Agreement, including, where applicable, to measure Customer’s volume usage. Additionally, if requested by Hyland in connection with Software licensed on a volume basis, Customer shall provide reports that show Customer’s volume usage. Customer shall reasonably cooperate with Hyland with respect to its performance of such audit. Customer acknowledges and agrees that Customer is prohibited from publishing the results of any benchmark test using the Software to any third party without Hyland’s prior written approval, and that Customer has not relied on the future availability of any programs or services in entering into this Agreement.
(l) The Software may contain functionality that allows Customer to access, link or integrate the Software with Customer’s applications or applications or services provided by third parties. Hyland has no responsibility for such applications or services, websites or content and does not endorse any third party web sites, applications or services that may be linked or integrated through the Software; any activities engaged in by Customer with such third parties is solely between Customer and such third party.
(m) If Customer licenses Acuo or Nilread, Customer acknowledges that the pricing for such Software is based upon the number of Studies and Non-DICOM Objects that are generated annually by Customer using the Software and such pricing will be adjusted based on such usage. For the purposes of this Agreement, “Study” or “Studies” means a collection of one of or more images generated for a single patient which is identified by a study instance unique identifier (SUID) and “Non-DICOM Object” means a collection of one of or more images or documents which are not identified by an SUID and are stored as a single file. For clarification, the number of Studies and Non-DICOM does not include any pre-existing Studies that are migrated into the Software. Commencing on the first anniversary of the Acceptance Date and each anniversary thereafter, Customer shall promptly either (1) provide to Hyland reasonable access to the Software to enable Hyland to report to Customer in writing the number of Studies and Non-DICOM Objects generated by Customer during the reporting period identified by Hyland (the “Hyland Reported Number”) or (2) provide attestation to the number of Studies and Non-DICOM Objects generated by Customer during the reporting period identified by Hyland (the “Customer Reported Number”) (the Hyland Reported Number and Customer Reported Number shall collectively be referred to as the “Reported Number”). The parties shall have the right to review and object in writing to such Reported Number. If either party objects to the Reported Number, the parties shall cooperate in good faith to attempt to resolve the dispute within ten (10) days of Customer’s objection. If, within thirty (30) days of either party’s objection, the parties are not able to resolve the dispute, either party may escalate the dispute items to the parties’ respective executive management to attempt to resolve the dispute. The parties agree that at least one of each of their respective executives will meet (which may be by telephone or other similarly effective means of remote communication) within ten (10) calendar days of any such escalation to attempt to resolve the dispute. If the parties’ executive managers are unable to resolve the dispute within ten (10) calendar days of such meeting, either party thereafter may file litigation in a court of competent jurisdiction to seek resolution of the dispute. As used herein, the number of Studies and Non-DICOM Objects resulting from the process described above shall be final and binding upon Hyland and Customer.
(n) If Customer purchases Alfresco Content Services (“ACS”), the following restriction shall apply: The Alfresco Content Services (ACS) includes a workflow capability along with a predetermined set of document-review and approval workflows, and a set of predetermined management-task functions. Customer may use and modify the predetermined workflows and management tasks that are provided with the ACS subscription. However, Customer may not use the workflow software to design, create or run other types of workflows, business processes and/or management tasks. A separate subscription for Alfresco Process Services (APS) software is required for any such uses.
(o) If Customer is purchasing Nuxeo Software, Nuxeo Software is subject to additional licensing terms, which are available at https://legal.hyland.com/Customer-Legal-Center#nuxeo-subscription-terms.
2. OWNERSHIP: Hyland and its suppliers own the Software, and Documentation, including, without limitation, any and all worldwide copyrights, patents, trade secrets, trademarks and proprietary and confidential information rights in or associated with the foregoing. The Software and Documentation are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Customer agrees to take all reasonable steps to protect all Software and Documentation from unauthorized copying or use. Customer agrees that nothing in the Agreement or associated documents gives it any right, title or interest in the Software and Documentation, except for the limited express rights granted in this Agreement. THE AGREEMENT IS NOT A WORK-FOR-HIRE AGREEMENT. At no time shall Customer file or obtain any lien or security interest in or on any components of the Software or Documentation.
3. INSTALLATION; DELIVERY OF TANGIBLE KEYS AND CDS: Customer may retain Hyland or a Hyland authorized channel partner to provide installation services. If Hyland is retained, the parties will enter into a separate work agreement governing the procurement and performance of such services. Customer is responsible for hardware and non-licensed software for the installation, operation and support of the Software. All fees, costs and expenses shall be determined and invoiced in, and all payments required to be made in connection with this Agreement shall be made in the currency identified on the applicable Ordering Document. Delivery of tangible keys or CDs, if any, shall be F.O.B. Hyland’s (or its affiliate's) offices.
4. LIMITED WARRANTY; DISCLAIMER OF OTHER WARRANTIES:
(a) For a period of sixty (60) days from the date of delivery of Software delivered to Customer on tangible media at Customer’s site, Hyland warrants to Customer that the media on which the Software is delivered are free from defects in materials and in workmanship.
(b) Hyland warrants that, when used as authorized under this Agreement, the Software will perform substantially in accordance with the applicable Documentation. The terms of this warranty shall not apply to, and Hyland shall have no liability for any non-conformity related to, any Software that has been (1) modified by Customer or a third party, (2) used in combination with equipment or software other than that which is consistent with the Documentation, or (3) misused or abused.
(c) Hyland’s sole obligation, and Customer’s sole and exclusive remedy, for any non-conformities to the express limited warranties under paragraph (a) or (b) shall be as follows: provided that Customer notifies Hyland in writing of the non-conformity in accordance with this provision, Hyland will either (1) correct the non-conforming component, which may include the delivery of a reasonable workaround for the non-conformity; or (2) if Hyland determines that correcting the non-conformity is not practicable, then terminate the Agreement with respect to the non-conforming component, in which event, upon compliance by Customer with its termination obligations under the Agreement, Hyland will provide a refund of the unused fees prepaid and attributable to the non-conforming component.
(d) EXCEPT FOR THE WARRANTIES PROVIDED BY HYLAND AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Hyland aND ITS SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY SOFTWARE. HYLAND AND ITS SUPPLIERS DISCLAIM AND EXCLUDE ANY AND ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF GOOD TITLE, WARRANTIES AGAINST INFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES THAT MAY ARISE OR BE DEEMED TO ARISE FROM ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. HYLAND AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE PROVIDED WILL SATISFY CUSTOMER’S REQUIREMENTS OR IS WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT WILL BE UNINTERRUPTED. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, HYLAND AND ITS SUPPLIERS DO NOT ASSUME ANY LIABILITY WHATSOEVER WITH RESPECT TO ANY THIRD PARTY HARDWARE, FIRMWARE, SOFTWARE OR SERVICES.
HYLAND SPECIFICALLY ASSUMES NO RESPONSIBILITY FOR CUSTOMER’S SELECTION OF THE SOFTWARE TO ACHIEVE ITS BUSINESS OBJECTIVES.
HYLAND MAKES NO WARRANTIES WITH RESPECT TO ANY SOFTWARE USED IN ANY NON-PRODUCTION SYSTEM AND PROVIDES ANY SUCH SOFTWARE “AS IS.”
(e) No oral or written information given by Hyland, its agents, or employees shall create any additional warranty. No modification or addition to this warranty is authorized unless it is set forth in writing, references this Agreement, and is signed on behalf of Hyland by a corporate officer.
(f) Australian Consumer Law for Customers in Australia. The following language applies only if the purchase of the goods (the Software licenses) by Customer falls under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010):
The warranties provided by Hyland in this Agreement are in addition to other rights and remedies of Customer under the Australian Consumer Law and nothing in this Agreement is intended to limit these rights and remedies which cannot be excluded under the Australian Consumer Law. The goods come with guarantees that cannot be excluded under the Australian Consumer Law. Customer is entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. Customer is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and failure does not amount to a major failure.
If Customer believes that it has an alleged non-conformance of warranty claim, such claim needs to be made within the applicable sixty (60) day warranty period and should be made to the warranty provider, Hyland, as follows: (1) in writing to Hyland at the following address: Attn: Legal Department, Hyland Australia Pty Ltd., 28105 Clemens Road, Westlake, Ohio 44145 (USA); or (2) in writing via email to Hyland at australianconsumerlaw@hyland.com .
Customer will bear the expense of making a warranty claim under this Section.
If the purchase of the goods by Customer does not fall under the Australian Consumer Law, this Section shall not apply and the warranty and disclaimer otherwise stated in this Agreement shall control.
5. LIMITATIONS OF LIABILITY: HYLAND’S (INCLUDING ITS AFFILIATES AND SUPPLIERS) TOTAL, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS PROVIDED UNDER IT, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER (LESS ANY REFUNDS OR CREDITS) FOR USE OF THE PRODUCTS GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM. WITH RESPECT TO ANY PRODUCTS PROVIDED TO CUSTOMER FREE OF CHARGE (SUCH AS EVALUATION SOFTWARE), NEITHER HYLAND NOR ANY OF ITS AFFILIATES OR SUPPLIERS WILL BE LIABLE FOR DIRECT DAMAGES.
EXCEPT WITH RESPECT TO: (1) CLAIMS, LOSSES OR DAMAGES ARISING OUT OF EITHER PARTY’S WILFUL MISCONDUCT OR FRAUD; (2) AMOUNTS PAYABLE TO THIRD PARTIES UNDER EITHER PARTY'S INDEMNIFICATION OBLIGATIONS; OR (3) THE EXTENT SUCH LIMITATIONS ARE PROHIBITED BY LAW, NEITHER PARTY NOR ANY OF ITS AFFILIATES (AND IN THE CASE OF HYLAND, ITS SUPPLIERS) SHALL BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, GOODWILL, SAVINGS OR PROFITS (EXCLUDING FEES DUE UNDER THIS AGREEMENT), LOSS OR CORRUPTION OF DATA OR PROGRAMS, COSTS OF REPLACEMENT OR THE REMEDY OF COVER, OR BUSINESS INTERRUPTION DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, EXPENSES OR COSTS.
IF CUSTOMER USES THE SOFTWARE IN A CLINICAL SETTING, CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE DOES NOT OFFER MEDICAL INTERPRETATIONS OF DATA, DIAGNOSE PATIENTS, OR RECOMMEND THERAPY OR TREATMENT; THE SOFTWARE IS AN INFORMATION RESOURCE AND NOT A SUBSTITUTE FOR THE SKILL, JUDGMENT AND KNOWLEDGE OF CUSTOMER’S USERS OF THE SOFTWARE IN THE PROVISION OF HEALTHCARE SERVICES. IN ADDITION TO THE LIMITATIONS OF LIABILITY PROVIDED HEREIN, HYLAND SHALL NOT HAVE ANY LIABILITY FOR ANY ASPECT OF HEALTHCARE SERVICES PROVIDED BY CUSTOMER IN CONJUNCTION WITH ITS USE OF THE SOFTWARE.
6. MAINTENANCE: Maintenance and technical support of the Software may be available for purchase by Customer from Hyland or the Hyland authorized channel partner through which Customer has ordered the Software pursuant to the terms of a separate agreement.
7. TERM; TERMINATION: This Agreement will terminate upon the expiration of the term of all of the licenses of the Software for which Customer has paid applicable fees, unless earlier terminated as described in this Section. Except in the case of a breach or failure to comply by Customer with any of the provisions of the License Section of this Agreement (with respect to which Customer shall have no right to cure a breach or non-compliance and Hyland may terminate this Agreement immediately upon written notice to such effect to Customer), Hyland may terminate this Agreement if Customer breaches or fails to comply with any provision of this Agreement and Hyland first gives written notice to Customer of the breach or non-compliance with this Agreement, which notice shall specify in reasonable detail such breach or non-compliance, and Customer fails to cure such breach or non-compliance within thirty (30) calendar days after receipt of such notice. Upon termination of this Agreement for any reason, including but not limited to as specified in this Section or in the Warranty Section of this Agreement, Customer shall immediately (a) discontinue any and all use of the Software and Documentation; and (b) either (1) return the Software and Documentation and any HASPs to Hyland, or (2) with the prior permission of Hyland, destroy the Software, Documentation and any HASPs and certify in writing to Hyland that Customer has completed such destruction. The obligations of Customer under the preceding sentence and all disclaimers of warranties, confidentiality obligations, and limitations of liability set forth in this Agreement shall survive any termination.
8. SEVERABILITY: If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
9. NOTICE: Unless otherwise agreed to by the parties in a writing signed by both parties, all notices required under this Agreement shall be deemed effective when made in writing and sent to each party, by either: (A) reputable overnight courier, specifying next day delivery to the address specified in the Ordering Document or last known business address of such party; or (B) email to the address specified in the Ordering Document or such other email address provided by such party for such purpose, without receipt of a notice of failed delivery.
In cases where the Hyland contracting party is not Hyland Software, Inc., all notices shall also be sent with copy to:
Hyland Software, Inc.
28105 Clemens Road
Westlake, OH 44145
Attn: General Counsel
hylandcontracts@hyland.com
10. GOVERNING LAW; JURISDICTION: This Agreement and any claim, action, suit, proceeding or dispute arising out of this Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of: (i) in the case “Hyland” is Hyland UK Operations Limited, England and Wales, and (ii) in the case “Hyland” is Hyland Software, Inc., the State of Ohio, USA (and in no case the 1980 United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, each as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action, suit or proceeding arising out of this Agreement shall vest exclusively in the courts of general jurisdiction located in: (i) in the case “Hyland” is Hyland UK Operations Limited, London, England, and (ii) in the case “Hyland” is Hyland Software, Inc., Cuyahoga County, Ohio.
11. ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement among the parties with respect to the subject matter of this Agreement, including any schedules, Ordering Documents, or attachments (including those made available via an online link) that may be referenced. No provision of this Agreement will be deemed waived, amended or modified by any of the parties, unless such waiver, amendment or modification is made in writing and signed by authorized representatives of all the parties. This Agreement shall not be supplemented or modified by any course of performance, course of dealing or trade usage. This Agreement supersedes all previous agreements between or among any of the parties relating to the subject matter hereof. Customer acknowledges and agrees in entering into this Agreement and its purchases hereunder are not contingent on the availability of any future functionality, features, programs, or services. The parties specifically acknowledge and agree that any other terms varying from or adding to the terms of this Agreement, whether contained in any purchase order or other electronic, written or oral communication are rejected and shall be null and void and of no force or effect, unless expressly agreed to in writing by both parties. This Agreement will prevail over any conflicting stipulations contained or referenced in any other document.
12. U.S. GOVERNMENT END USERS:To the extent applicable to Customer, the terms and conditions of the Agreement shall pertain to the U.S. Government’s use and/or disclosure of the Software, and shall supersede any conflicting contractual terms or conditions. By accepting the terms of the Agreement and/or the Delivery of the Software, the U.S. Government hereby agrees that the Software may be, qualify as “commercial” computer software within the meaning of ALL U.S. federal acquisition regulation(s) applicable to this procurement and that the Software is developed exclusively at private expense. If this license fails to meet the U.S. Government’s needs or is inconsistent in any respect with Federal law, the U.S. Government agrees to return this Software to Hyland. In addition to the foregoing, where DFARS is applicable, use, modification, reproduction, release, display, or disclosure of the Software, or Documentation, as the case may be, by the U.S. Government is subject solely to the terms of the Agreement, as stated in DFARS 227.7202, and the terms of the Agreement shall supersede any conflicting contractual term or conditions.
13. EXPORT:Any Software or Documentation provided under this Agreement are subject to all applicable laws, regulations and other limitations on the export or re-export of commodities, technical data and software. Customer hereto agrees to comply fully with all relevant export control laws, regulations, and limitations to assure that the Software or Documentation is not exported, re-exported, used, transferred, accessed, or disclosed in violation of any limitations imposed by the United States, member states of the European Union, or any other relevant jurisdictions or authority. Customer must not (and must not allow anyone else to) export, re-export, use, transfer, access, or disclose the Software, or Documentation: (a) to (or to a national or resident of) any United States embargoed jurisdiction, (b) to anyone on any United States or applicable non-United States restricted or denied-party list, (c) to any party that Customer has reason to know it will be used in violation of United States export law or limitation, or for any restricted end use, such as any sensitive nuclear, chemical or biological weapons, or missile technology unless authorized by the U.S. Government by regulation or specific license. In addition, if the Customer is located in a E.U. Member State, United Kingdom, Norway or Switzerland, the Software or Documentation may also be subject to Council Regulation (EC) No 428/2009 and/or equivalent laws relating to dual-use items. As such, those items must not be transmitted outside of the E.U., United Kingdom, Norway or Switzerland without a license or authorization being issued by the export control authority of the relevant Member State or the applicable authorities in Norway, Switzerland or the United Kingdom. The Customer shall not use any Software or Documentation provided under this Agreement to create technology or software that is controlled under any relevant export control laws and regulations.
14. THIRD PARTIES:Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity, other than the parties hereto, any rights or remedies by reason of this Agreement or that any of its terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 99 or similar laws; provided, however, that third party suppliers of software products bundled with the Software are third party beneficiaries to this Agreement as it applies to their respective software products.
The most current version of this document shall be such in effect as of 12:00am EST (Eastern Standard Time) of the date stamped on such online version.