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Agreement Between the Institute for Cochlear Implant Training and Audiologist/Recipient
Institute for Cochlear Implant Training
Jordan Balkany, President
Audiologist/Recipient Name
Address
Phone
Email
WHEREAS the Institute for Cochlear Implant Training (herein referred to as “ICIT,” (A Party to this Agreement) has purchased the right to give access to substantive materials contained in the MSTB-3; and
WHEREAS the duly certified and licensed Audiologist (also a Party to this agreement,) wishes to use the MSTB-3 and abide by the terms and conditions of proper use of the most current version of the AzBIO Sentence Test, as determined by the Auditory Potential, LLC, (henceforth AP) developers/owners of AzBIO testing materials, desires to use the MSTB-3, subject to the terms and conditions of this Agreement; and
WHEREAS the Parties are bound by the rules and laws regarding patient confidentiality,
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
“Proper Use of AzBIO Sentence Test” means mandatory standards for use of these tests in the context of use within the MSTB-3. These standards include: use full sentences presented from the original recording; use background noise from the original material set; maintain sentence order within a list consistent with the original recordings; score as percentage words correct; calibrate for presentation level and signal-to-noise ratio; and, use the test for the purposes of the MSTB-3.
“Confidential Information” means any non-public information in any form and however transmitted. Confidential Information includes, but is not limited to, standards of patient confidentiality, technological disclosures, trade secrets, ideas, concepts, know-how, business operations, plans, strategies, pricing information, and any other information that ICIT is contractually or otherwise bound to keep confidential.
“Documentation” means all manuals, instructions, and other end user materials that ICIT provides to describe the MSTB's functionality, components, technical specifications, capabilities, requirements, or limitations. Documentation may include, but is not limited to, aspects of the files that are of practical importance to Recipient, such as instructions on installation, configuration, integration, operation, use, support, or maintenance.
“Effective Date” is the date on which both parties have completed signing and transmitted this agreement.
“Intellectual Property Rights” means all registered and unregistered test materials, plans, ideas, designs, or other intangible assets. Such rights may be registered, in the process of registration, or in existence prior to the effective date of this agreement.
“Licensed Files” means the current files version and release number of MSTB-3 Files, any ancillary data files, modules, libraries, tutorials, or demonstration programs, and any Maintenance Releases obtained by either party.
“Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the MSTB-3 for ICIT website. Such release may include, but is not limited to, error corrections, enhancements, improvements, or other changes to the MSTB's functionality, compatibility, capabilities, performance, efficiency, user interface, or quality.
“New Version” means any new variant of the MSTB-3 that ICIT may introduce and market from time to time as a distinct product.
“Parties” mean ICIT and Audiologist/Recipient collectively.
“Permitted Use” means use of the MSTB-3 by a registered Audiologist for specific purposes agreed upon herein. These files may only be downloaded one time after referral from a CI Manufacturer. Users agree to limit the use of MSTB-3 to a single device. Any sharing, redistribution, or copying of these files is prohibited.
“Open-Source Components” means any MSTB-3 component that is subject to an open-source copyright license agreement.
USE GRANT. This license makes it possible for each clinic to install the AzBio sentence files on up to three computers in a single clinic for use at only the address on file for the account that initiated the download. Please contact ICIT at info@cochlearimplanttraining.com if additional copies are needed .
ADDITIONAL COPY. Authorized Audiologist may create one copy of the AzBio Sentences exclusively for disaster recovery or archival purposes. Such copy remains the authorized Audiologist’s exclusive property, is subject to the terms and conditions of this entire Agreement.
OPEN-SOURCE LICENSES. Should the MSTB-3 files include any Open-Source Components, Audiologist’s use of the Open-Source Components will be governed by, and subject to, the terms and conditions of the related open-source and public licenses. ICIT will provide the Audiologist with the license name, author information, license source, access information, and other relevant information for Open-Source Components upon request.
RESTRICTIONS. Except as expressly permitted in this Agreement, Audiologist shall not publish, rent, lease, sell, sublicense, assign, transfer, or otherwise make available to any third party, the MSTB-3 Files or decode, disassemble, reverse engineer, or otherwise attempt to gain access to any portion the MSTB-3 Files's source code. MSTB–3 files may not be lent, published, rented, leased, sold, sublicensed, assign, transferred or otherwise made available to any third party not authorized within this Agreement lend, publish, rent, lease, sell, sublicense, assign, transfer, or otherwise make available to any third party not authorized within this Agreement or otherwise violates any Intellectual Property Rights or any applicable Law.
TERM. The term of this Agreement commences as of the Effective Date and will continue in effect until January 1, 2034.
VERIFICATION. At ICIT’s written request recipient will confirm in writing the actual scope of Audiologist’s access and use of Licensed Files and list all locations of actual use if applicable.
COMPELLED DISCLOSURE. If Audiologist or co-workers are legally compelled by Law to disclose any confidential Information, Audiologist must promptly, and prior to such disclosure, notify ICIT in writing of such requirement in order to allow ICIT the opportunity to seek a protective order or other legal remedy. The Audiologist shall also provide reasonable assistance to ICIT to oppose such disclosure, to seek a protective order, or to seek other disclosure limitations or remedies.
TERMINATION OR EXPIRATION EFFECTS. Within thirty (30) days of early termination or the natural expiration of this Agreement, all rights and authorizations granted to Audiologist and any colleagues who may have copies, herein will expire and recipient and colleagues will cease all use of the MSTB-3 and related Confidential Information.
Within thirty (30) days, recipient shall permanently erase from all of their own and colleagues’ devices, equipment, and systems, the Licensed Files, Documentation, and all of ICIT’s Confidential Information; and certify in writing that Audiologist, and any of Audiologist’s representatives, have complied with the termination requirements herein.
CONDITIONS. Recipient will promptly install and utilize all Maintenance Releases that ICIT has made available to Recipient in the order they were received. Recipient further agrees not to incorporate the MSTB-3 Files in or with any technology or service not approved by ICIT in writing.
Any notice, request, consent, claim demand, waiver, or other communication under this Agreement must be in writing and addressed to Parties.
Governing Law. This agreement is governed by and construed in accordance with the laws of the state of Florida. All claims arising out of this agreement shall commence within one year after the cause accrues; otherwise, such cause of action will be permanently barred. Claims shall be arbitrated on an individual basis and not on a class basis. This provision shall survive the termination of this agreement.
Amendment and Modifications. This Agreement may be supplemented, amended, or modified only by mutual written agreement of both Parties.
Electronic Validity. A signed copy of this Agreement delivered by electronic transmission, including email or facsimile, is deemed equivalent to an original signed paper document, and have the same legal effect and force of law as delivery of an original signed copy of this Agreement.
Severability. If any provision of this Agreement or the application thereof is held to be invalid or unenforceable for any reason and to any extent, then that provision will be considered removed from this Agreement. However, the remaining provisions will continue to be valid and enforceable according to the intentions of both Parties.
Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole, entire, and final agreement of the Parties with respect to the subject of this License Agreement. This Agreement supersedes all prior and contemporaneous understandings, representations, agreements, and warranties, whether written, oral, or implied.
