End User License Agreement
IMPORTANT- READ CAREFULLY

This End User License Agreement (“EULA”) is made between Hyland Software, Inc. (“Hyland”), 28500 Clemens Road, Westlake, Ohio 44145 USA, an Ohio corporation, and the person or entity (“User”) that has submitted to Hyland or an applicable Hyland authorized solution provider written purchase orders that have been accepted by Hyland or such solution provider for Hyland’s proprietary software products, including, in each case, third party software bundled by Hyland as part of a unified product (“Software”), that has paid the applicable Software license fees or subscription fees for such Software and that has agreed to the terms of this EULA by clicking the “I ACCEPT THE AGREEMENT” option that appears at the bottom of this screen.  Unless Hyland and User have executed and delivered another End User License Agreement or document of similar import with respect to the Software, BY CLICKING ON THE “I ACCEPT THE AGREEMENT” OPTION AT THE BOTTOM OF THIS SCREEN, USER AGREES TO BE BOUND BY THE TERMS OF THIS EULA.  IF USER IS NOT WILLING TO BE BOUND BY THESE TERMS, USER SHOULD CLICK ON THE “I DECLINE THE AGREEMENT” OPTION AT THE BOTTOM OF THIS SCREEN.  If Hyland and User have executed and delivered another End User License Agreement or document of similar import with respect to the Software, this EULA shall have no force or effect and the terms and conditions of such other End User License Agreement or document of similar import shall govern.

REPRESENTATION AND WARRANTY REGARDING AUTHORITY:  BY CLICKING THE “I ACCEPT THE AGREEMENT” OPTION AT THE BOTTOM OF THIS SCREEN, USER REPRESENTS AND WARRANTS THAT THE PERSON THAT HAS CLICKED THE “I ACCEPT THE AGREEMENT” OPTION HAS ALL REQUISITE POWER AND AUTHORITY, FOR AND ON BEHALF OF USER, TO TAKE SUCH ACTION AND TO BIND USER TO SUCH ACCEPTANCE AND TO THE TERMS AND CONDITIONS OF THIS EULA.

1.	LICENSE:

(a)	Subject to payment in full of the Software license fees or subscription fees, Hyland grants to User a limited license to the Software, in machine-readable object code form only, solely for use by: (i) User internally, and only for capturing, storing, processing and accessing User’s own data; and (ii) subject to Section 1(k) below, by a third party contractor retained by User as a provider of services to User (“Contractor”), but only by the Contractor for capturing, storing, processing and accessing User’s own data in fulfillment of the Contractor’s contractual obligations as a service provider to User, in each case for the duration and extent to which User has paid the appropriate license fees or subscription fees, as evidenced by one or more valid purchase orders between User and Hyland or User and Hyland’s authorized solution provided, identifying the specific Software licenses purchased and any additional limitations on use.  The Software is licensed for use by a single organization and may not be used for the processing of third-party data as a service bureau, application service provider or otherwise.  User shall not make any use of the Software in any manner not expressly permitted by this EULA.  The Software includes all “Upgrades or Enhancements” to the Software that User properly obtains pursuant to the terms of a Software Maintenance Agreement between User and Hyland or Hyland’s authorized solution provider. 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 Contractor, and subject to the requirements of Section 1(k) below. 

(b)	User acknowledges that each module of the Software is licensed for a specific type of use, such as concurrently or on a specified workstation or by a specified individual and that the Software may control such use.  Software products that are volume-based may: (i) no longer function if applicable volume limits have been exceeded; or (ii) include functionality which monitors or tracks User’s usage and reports that usage; and/or (iii) require User to pay additional fees based on User’s volume usage.   User acknowledges and agrees that additional fees may apply based on User's volume usage. User 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.  User is prohibited from using any software other than the Software Client modules or the Software API modules 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 User’s use of such other software and User has paid to Hyland the Software license fees or subscription fees with respect to such access to the Software or data stored in the Software database in accordance with Hyland’s licensing policies applicable to the Software modules that provide access to the Software application modules and data stored in the Software database. 

(c)	User shall be entitled to use one (1) production copy of each Software module licensed and one (1) additional copy of the Software licensed in User’s production system 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 license fees, User shall be entitled to license a reasonable number of copies of the Software licensed in User’s production system 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 modules of the Software licensed by User under this Agreement, and training User’s employees on the Software (“Test Systems”).  User may be required to provide to Hyland certain information relating to User’s intended use of such Test Systems such as the manufacturer, model number, serial number and installation site.  Hyland reserves the right to further define the permitted use(s) and/or restrict the use(s) of the Test Systems.  HYLAND MAKES NO warranties WITH RESPECT TO ANY SOFTWARE USED IN ANY NON-PRODUCTION SYSTEM AND HYLAND PROVIDES THAT SOFTWARE “AS IS.”  User’s sole recourse in the event of any dissatisfaction with any Software used in any non-production system is to stop using such Software and return it to Hyland.  User shall not make additional copies of the Software not specifically authorized by this paragraph (c).  

(d)	User agrees:  (1) not to remove any Hyland notices in the Software or Documentation (as defined in Section 4(b)); (2) not to sell, transfer, rent, lease or sub-license the Software or Documentation to any third party; (3) not to alter or modify the Software or Documentation; (4) not to reverse engineer, disassemble, decompile or attempt to derive source code from the Software; and (5) not to prepare derivative works from the Software or Documentation.  

(e)	“Beta Software” means either: (1) a complete new version of the Software which is a pre-release version only, is still undergoing development and testing at Hyland and is not a Hyland commercially released product; or (2) a potential new Software module which is included in a commercially-released version of the Software, but which is not available for commercial licensing by User or Hyland’s other customers generally and is still undergoing development and testing at Hyland. From time to time Hyland may make Beta Software available for User’s use in the Test Systems; and User may elect to license and use the Beta Software in the Test Systems.  Except for the provisions of Section 4(a), (b) and (c) and Section 6 of this EULA, which shall not apply with respect to any Beta Software, User acknowledges and agrees that all Beta Software delivered in accordance with this paragraph shall be considered to be “Software” for all purposes of this EULA.  Notwithstanding anything to the contrary, as to any Beta Software, this EULA and the limited license granted hereby will terminate on the earliest of:  (1) ten (10) days after the date of delivery by either party to the other party of written notice of termination of the beta testing period for such Beta Software; or (2) the date of Hyland’s commercial release of the final version of such Beta Software for licensing to its end users generally.  Upon expiration or other termination of such period, User immediately shall discontinue any and all of use of the Beta Software and related documentation and remove or permit Hyland to deactivate the Beta Software.  The expiration or termination of this EULA as to any Beta Software shall not affect the continuation of this EULA as to any other Software that has been licensed and is in use by User in accordance with the terms of this EULA.

(f)	From time to time User may elect to evaluate certain software modules that it has not licensed and does not currently use in its production environment (“Evaluation Software”), for the purpose of determining whether or not to purchase a production license of such Evaluation Software.  Evaluation Software is licensed for User’s use in User’s Test Systems.  Except for the provisions of Section 4(a), (b) and (c) and Section 6 of this EULA, which shall not apply with respect to any Evaluation Software, User acknowledges and agrees that all Evaluation Software delivered in accordance with this paragraph shall be considered to be “Software” for all purposes of this EULA.  Notwithstanding anything to the contrary, as to any Evaluation Software, this EULA and the limited license granted hereby will terminate on the earliest of:   (1) thirty (30) days after the date such Software is activated for use in User’s Test Systems; or (2) immediately upon the delivery of written notice to such effect by Hyland to User.  Upon expiration or other termination of such period, User immediately shall either (A) discontinue any and all of use of the Evaluation Software and related documentation and remove or permit Hyland to deactivate the Evaluation Software; or (B) deliver payment in full of the Software license fees or subscription fees that have been agreed upon for such Software to Hyland (if User purchases licenses for Software directly from Hyland) or to Hyland’s authorized solution provider (if User purchases licenses for Software through such authorized solution provider), and confirm in writing to Hyland that such Evaluation Software is added as additional Software licensed for User’s use in its production environment and (and other permitted environments) under this EULA.  The termination of this EULA as to any Evaluation Software shall not affect the continuation of this EULA as to any other Software that has been licensed and is in use by User in accordance with the terms of this EULA.

(g)	Upon expiration or other termination of any period of use of any Beta Software or of any Evaluation Software that User elects not to purchase a license to for use in User’s production environment under this EULA, User agrees that it will provide to Hyland remote access to User’s systems on which such Beta Software or such Evaluation Software is installed for the limited purpose of permitting Hyland to deactivate such Beta Software or such Evaluation Software.

(h)	User may not assign, transfer or sublicense all or part of this EULA without the prior written consent of Hyland; provided that Hyland agrees that such consent shall not be unreasonably withheld in the case of any assignment by User of the EULA in its entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all of User’s assets that assumes in writing all of User’s obligations and duties under this EULA.

(i) 	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.  That third party software is licensed solely for use within the Software and is not to be used on a stand-alone basis.  User 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) may grant you 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 User or User’s user in the software, and this EULA will not govern such use. 

(j)	If applicable, Software also includes all adapters or connectors created by Hyland and provided to you by Hyland or a Hyland authorized solution provider 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 EULA.  

(k)	The parties agree that any use of the Software by any Contractor shall be undertaken only in compliance with this EULA.  User shall not allow any Contractor to: (1) make use of the Software configuration tools, Software administrative tools or any of the Software’s application programming interfaces (“APIs”); (2) make use of any training materials or attend any training courses, either online or in person, in either case related to the Software; or (3) access any of Hyland’s secure websites (including, but not limited to, users.onbase.com, teamonbase.com, training.onbase.com, demo.onbase.com, and Hyland.com/Community), either through Contractor’s use of User’s own log-in credentials or through credentials received directly or indirectly by Contractor, in any case unless and until such Contractor and Hyland have executed an agreement in a form available for download at Hyland’s Community website (“Contractor Use Agreement”).  In the case of any Contractor which has not signed a Contractor Use Agreement (including in the case of any breach by User of the preceding sentence (“Unauthorized Contractor”)), User agrees to indemnify Hyland from and against all claims, liabilities, losses, damages and costs, including, but not limited to, reasonable attorneys’ fees and court costs, suffered or incurred by Hyland to the extent arising from breach by such Contractor of any provision of the Agreement, and in the case of an Unauthorized Contractor, any obligation to which such Unauthorized Contractor would have been subject had it signed the Contractor Use Agreement. 

(l)	The Software is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted.  The 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”).  User is not licensed to use the Software 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, 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.  User agrees not to use, distribute or sublicense the use of the Software in, or in connection with, any High Risk Use."  User agrees to indemnify and hold harmless Hyland from any third-party claim arising out of User’s use of the Software in connection with any High Risk Use.

(m)	Upon reasonable notice to User, Hyland shall be permitted access to User’s Software system solely to audit User’s use of the Software in order to determine User’s compliance with the licensing and pricing terms of this EULA, including, where applicable, to measure User’s volume usage.  Additionally, if requested by Hyland in connection with Software licensed on a volume basis, User shall provide reports that show User’s volume usage.  User shall reasonably cooperate with Hyland with respect to its performance of such audit.  User acknowledges and agrees that User 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 User has not relied on the future availability of any programs or services in entering into this EULA.

(n)	The Software may contain functionality that allows User to access, link or integrate the Software with User’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 User with such third parties is solely between User and such third party. 

(o)	If applicable, pricing for the Software is based upon the number of Studies and Non-DICOM Objects that are generated annually by User using the Software and pricing will be adjusted based on such usage. For the purposes of this EULA, “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. During the term of the EULA, following receipt of a written request from Hyland, User shall promptly provide to Hyland reasonable access to Hyland to enable Hyland to report to User in writing the number of Studies and Non-DICOM Objects generated by User during the reporting period identified by Hyland (the “Hyland Reported Number”).  User shall have the right to review and object in writing to such Hyland Reported Number. If User objects to the Hyland Reported Number, the parties shall cooperate in good faith to attempt to resolve the dispute within ten (10) days of User’s objection.  If, within twenty (20) days of User’s objection, the parties are not able to resolve the dispute, either party may submit such dispute to a mutually agreed upon independent third party, who shall act as an independent consultant (“Independent Consultant”). The Independent Consultant shall determine the procedure to be followed to resolve the dispute and the parties shall provide to the Independent Consultant such information, and access to such records, as the Independent Consultant may request in connection with its review.  The Independent Consultant shall report in writing to Hyland and User a calculation of the number of Studies and Non-DICOM Objects for such reporting period in accordance herewith as promptly as practicable, and such determination shall be final, binding and conclusive as to the parties. All fees and disbursements of the Independent Consultant for services rendered shall be shared equally by Hyland and User. 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 User.  

2.	OWNERSHIP:  Hyland and its direct and indirect suppliers own the Software, including, without limitation, any and all worldwide copyrights, patents, trade secrets, trademarks and proprietary and confidential information rights in or associated with the Software.  The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.  No ownership rights in the Software are transferred to User.  User agrees that nothing in this EULA or associated documents gives it any right, title or interest in the Software, except for the limited express rights granted in this EULA.

3.	INSTALLATION; DELIVERY OF HASPS AND CDS:  User may retain Hyland or the Hyland authorized solution provider through which User orders the Software to provide installation services pursuant to the terms of a separate work agreement governing the procurement and performance of such services.  User is responsible for hardware and non-licensed software for the installation, operation and support of the Software.  Delivery of HASPs and CDs, if any, shall be F.O.B. Hyland’s offices in Westlake, Ohio, USA.

4.	LIMITED WARRANTY; DISCLAIMER OF OTHER WARRANTIES:  

(a)	For a period of sixty (60) days from the date of delivery of Software delivered to User on tangible media at User’s site, Hyland warrants to User that the media on which the Software is delivered are free from defects in materials and in workmanship.  

(b)	For a period of sixty (60) days from the earlier of:  (1) the date that license codes or a certificate necessary for User to activate the Software for use have been shipped or made available for download to the destination applicable under the purchase order for the Software received by Hyland; or (2) the sixtieth (60th) day after the date that the Software has been shipped or made available for download to the destination applicable under the purchase order for the Software received by Hyland, Hyland warrants to User that the Software, when properly installed and properly used, will operate substantially in accordance with the “Help Files” included in the Software that relate to the functional, operational or performance characteristics of the Software (“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 User 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 User’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, within the applicable 60-day period, User notifies Hyland in writing of the non-conformity, Hyland will either (1) repair or replace the non-conforming media or Software, which in the case of the Software may include the delivery of a commercially reasonable workaround for the non-conformity; or (2) if Hyland determines that repair or replacement of the non-conforming media or Software is not commercially practicable, then terminate this EULA with respect to the Software associated with the non-conforming media or with respect to the non-conforming Software, in which event, upon compliance by User with its obligations under Section 7, Hyland will refund any portion of the Software license fees or subscription fees paid prior to the time of such termination with respect to such Software.

(d)	Hyland aND ITS SUPPLIERS MAKE NO OTHER WARRANTIES OR REPRESENTATIONS REGARDING THE SOFTWARE OR ANY MEDIA.  HYLAND AND such SUPPLIERS DISCLAIM AND EXCLUDE ANY AND ALL OTHER WARRANTIES, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF GOOD TITLE, WARRANTIES AGAINST INFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES THAT ARISE OR MAY 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 WILL SATISFY USER’S REQUIREMENTS OR IS WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED.  User SPECIFICALLY assumes responsibility for the selection of the Software to achieve ITS business objectives.  HYLAND AND ITS SUPPLIERS DO NOT PROVIDE ANY WARRANTY OR ASSUME ANY LIABILITY WHATSOEVER WITH RESPECT TO ANY THIRD PARTY HARDWARE, FIRMWARE, SOFTWARE OR SERVICES.

(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 EULA, and is signed on behalf of Hyland by a corporate officer.  

(f)	Australian Consumer Law for Users in Australia.  The following language applies only if the purchase of the goods (the Software licenses) by User falls under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010):

The warranties provided by Hyland above are in addition to other rights and remedies of User under the Australian Consumer Law and nothing in the above warranty or disclaimers 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.  User is entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage.  User 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 User 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 Software, Inc. 28500 Clemens Road, Westlake, Ohio 44145 (USA); or (2) in writing via email to Hyland at australianconsumerlaw@hyland.com.  

User will bear the expense of making a warranty claim under this Section.

If the purchase of the goods by User does not fall under the Australian Consumer Law, this Section 4(f) shall not apply and the warranty and disclaimer otherwise stated in Sections 4(a)-4(e) of this EULA shall control.
 
5.	LIMITATIONS OF LIABILITY:  IN NO EVENT SHALL HYLAND’S (INCLUDING ITS SUPPLIERS’) LIABILITY EXCEED THE AMOUNT OF THE SOFTWARE LICENSE FEES OR SUBSCRIPTION FEES ACTUALLY PAID BY USER.  IN NO EVENT WILL HYLAND OR ITS DIRECT OR INDIRECT SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION DAMAGES OR EXPENSES, THE COSTS OF SUBSTITUTE SOFTWARE, LOSSES RESULTING FROM ERASURE, DAMAGE, DESTRUCTION OR OTHER LOSS OF FILES, DATA OR PROGRAMS OR THE COST OF RECOVERING SUCH INFORMATION, OR CLAIMS BY THIRD PARTIES, EVEN IF HYLAND OR SUCH SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.  NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL MICROSOFT CORPORATION, AS A SUPPLIER TO HYLAND OF THIRD PARTY SOFTWARE BUNDLED WITH THE SOFTWARE LICENSED UNDER THIS EULA, BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF FIVE DOLLARS ($5.00).

FOR USERS THAT PROVIDE HEALTHCARE SERVICES: IF USER USES THE SOFTWARE IN A CLINICAL SETTING, USER ACKNOWLEDGES THAT THE SOFTWARE IS AN ADVISORY DEVICE AND IS NOT INTENDED TO SUBSTITUTE FOR THE PRIMARY DEFENSES AGAINST DEATH OR INJURY DURING MEDICAL DIAGNOSIS, TREATMENT OR SIMILAR APPLICATIONS, WHICH DEFENSES SHALL CONTINUE TO BE THE SKILL, JUDGMENT AND KNOWLEDGE OF THE USER’S USERS OF THE SOFTWARE.

6.	MAINTENANCE:  Maintenance and technical support of the Software may be available for purchase by User from Hyland or the Hyland authorized solution provider through which User has ordered the Software pursuant to the terms of a separate agreement. 

7.	TERM; TERMINATION:  This EULA will terminate upon the expiration of the term of all of the licenses of the Software for which User has paid applicable fees, unless earlier terminated as described in this Section.  Except in the case of a breach or failure to comply by User with any of the provisions of Section 1(d) of this EULA (with respect to which User shall have no right to cure a breach or non-compliance and Hyland may terminate this EULA immediately upon written notice to such effect to User), Hyland may terminate this EULA if User breaches or fails to comply with any provision of this EULA and Hyland first gives written notice to User of the breach or non-compliance with this EULA, which notice shall specify in reasonable detail such breach or non-compliance, and User fails to cure such breach or non-compliance within thirty (30) calendar days after receipt of such notice.  Upon termination of this EULA for any reason, including but not limited to as specified in this Section 7 or in Section 4, User 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 User has completed such destruction.  The obligations of User under the preceding sentence and all disclaimers of warranties, confidentiality obligations, and limitations of liability set forth in this EULA shall survive any termination.

8.	SEVERABILITY:  In the event that a court of competent jurisdiction determines that any portion of this EULA is unenforceable, it shall not affect any other provisions of this EULA.

9.	NOTICE:  All notices, requests or other communications required to be given pursuant to this EULA shall be in writing, shall be addressed to the recipient party at its principal place of business or to such other address as the recipient party may direct in writing, and shall be personally delivered or sent by certified or registered U.S. mail, return receipt requested, or by prepaid commercial overnight courier.  All notices, requests or other communications delivered as specified herein shall be deemed to have been given and received on the date personally delivered or on the date deposited in the U.S. mail or with the commercial overnight courier.  

10.	GOVERNING LAW; JURISDICTION:  The laws of the State of Ohio shall govern this EULA, without regard to the conflict of laws principles thereof.  The parties mutually agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, each as amended, shall not be applicable with respect to this EULA.  Any legal action brought concerning this EULA or any dispute hereunder shall be brought only in the courts of the State of Ohio USA, in the County of Cuyahoga, or in the federal courts located in such state and county.  Both parties submit to venue and jurisdiction in these courts.  In the event that an action or claim arises outside of the exclusive jurisdiction specified herein which names Hyland as a party, User agrees to initiate, consent to and/or cooperate with any and all efforts to remove the matter to the exclusive jurisdiction named herein, or otherwise to take any and all reasonable actions to achieve Hyland’s objectives of this provision.

11.	ENTIRE AGREEMENT:  This EULA constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, documents and proposals, oral or written, between the parties with respect thereto.  All purchase orders submitted shall be subject solely to the terms of this EULA and the additional terms contained in any invoice delivered by Hyland or its authorized solution provider, and any preprinted terms on any purchase order form used for the convenience of User are objected to and shall not alter or amend the terms of this EULA or any such invoice.  This EULA may be amended or modified only by an agreement in writing signed by each of the parties and may not be modified by course of conduct.
 
12.	U.S. GOVERNMENT END USERS:  The terms and conditions of this EULA shall pertain to the Government’s use and/or disclosure of the Software, and shall supersede any conflicting contractual terms or conditions.  By accepting the terms of this EULA and/or the delivery of the Software, the Government hereby agrees that the Software qualifies as “commercial” computer software within the meaning of ALL 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 Government's needs or is inconsistent in any respect with Federal law, the 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 by the Government is subject solely to the terms of this EULA, as stated in DFARS 227.7202, and the terms of this EULA shall supersede any conflicting contractual term or conditions.

13.	EXPORT:  The Software and Documentation are subject to United States export control laws and regulations.  User agrees to comply fully with all relevant regulations of the U.S. Department of Commerce and all U.S. export control laws, including, but not limited to, the U.S. Department of Commerce Export Administration Regulations (EAR), to assure that the Software or Documentation is not exported in violation of United States of America law.  User agrees that it will not export or re-export the Software or Documentation to any organizations or nationals in the territories of Cuba, Iran, Iraq, North Korea, Burma (Myanmar), Sudan, Syria or any other territory or nation with respect to which the U.S. Department of Commerce, the U.S. Department of State or the U.S. Department of Treasury maintains any commercial activities sanctions program.  User shall not use the Software or Documentation for any prohibited end uses under applicable United States laws and regulations, including but not limited to, any application related to, or purposes associated with, nuclear, chemical or biological warfare, missile technology (including unmanned air vehicles), military application or any other use prohibited or restricted under the U.S. Export Administration Regulations (EAR) or any other relevant laws, rules or regulations of the United States of America.

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 EULA; provided, however, that third party suppliers of software products bundled with the Software are third party beneficiaries to this EULA as it applies to their respective software products.

15.	CONFIDENTIAL INFORMATION.

(a)	“Confidential Information” shall be such information that is marked “Proprietary” or “Confidential,” that is known by User to be confidential or that is of such a nature as customarily would be confidential between business parties, except as provided in the next sentence.  Confidential Information shall not include information that:  (a) is or becomes generally known to the public without breach of this Agreement by User, or (b) is demonstrated by User to have been in User’s possession prior to its disclosure by Hyland, or (c) is received by User from a third party that is not bound by restrictions, obligations or duties of non-disclosure to Hyland, or (d) is demonstrated by User to have been independently developed by User without breach of its obligations.

(b)	User shall at all times maintain the confidentiality of Hyland’s Confidential Information, using the same degree of care that User uses to protect its own confidential information, but in any event not less than reasonable care; and shall not use (except in performance of this EULA) or disclose to any third party any such Confidential Information, except as may be required by law or court order.  User shall be liable and responsible for any breach of this Section 15 committed by any of User’s employees, agents, consultants, contractors or representatives.