This Agreement sets forth the terms and conditions of your use of the accompanying Image Processing, Measuring, and Analyzing Software (the "Software"). For the purposes of this Agreement, "you" means you, the end user, and "Licensor" means IMT i-Solution Inc. and its subsidiaries and affiliates.
I. LICENSE GRANT
Licensor hereby grants to you a non-exclusive and non-transferable license to use the Software and related documentation ("Documentation") according to the provisions contained herein and subject to payment of applicable license fees. You are not permitted to lease, rent, distribute or sublicense the Software or any rights therein. You also may not install the Software on a network server, use the Software in a time-sharing arrangement or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Software (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation.
You may reproduce and provide one (1) copy of the Software and Documentation for each device, computer or workstation on which the Software is installed. Otherwise, the Software and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software and Documentation on any copies that you make.
II. NO ASSIGNMENT; NO TRANSFER
You agree not to transfer or assign the Software and/or this Agreement to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Software and/or this Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement.
III. NO MODIFICATION; NO REVERSE ENGINEERING
You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software or assist someone in performing such prohibited acts.
IV. IMPORT/EXPORT RESTRICTIONS
You agree not to import or export the Software or any Documentation (or any copies thereof) or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States, Canada, and Republic of Korea or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.
You agree that Licensor owns and holds title to the Software and any Documentation and all subsequent copies thereof regardless of the form or media. Furthermore, title, ownership rights, and intellectual property rights in the Software and any Documentation shall remain with Licensor. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties.
VI. TERM AND TERMINATION
This license will expire fifty (50) years from the date that you first use the Software, if it is not earlier terminated. You may terminate this license at any time by destroying the Software and any Documentation together with all copies and merged portions in any form. It will also terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, or are placed in receivership. Upon such termination you agree to destroy the Software and Documentation, together with all copies thereof. You agree not to be entitled to a refund of any applicable license fee upon early termination of this Agreement.
VII. GOVERNING LAW
The laws of CANADA shall govern the construction of this Agreement and you agree to be subject to personal jurisdiction in CANADA for the purposes of enforcing the provisions of this Agreement.
VIII. LIMITED WARRANTY
Licensor warrants that for a period of thirty (30) days from the date of acquisition, the Software, if operated as directed, will substantially achieve the functionality described in any Documentation. Licensor does not warrant, however, that your use of the Software will be uninterrupted or that the operation of the Software will be error-free. Licensor also warrants that the media containing the Software, if provided by Licensor, is free from defects in material and workmanship and will so remain for thirty (30) days from the date you acquired the Software. Licensor's sole liability for any breach of this warranty shall be, in Licensor's sole discretion: (I) to replace your defective media or Software; or (ii) to advise you how to achieve substantially the same functionality with the Software as described in any Documentation through a procedure different from that set forth in any Documentation; or (iii) if the above remedies are impracticable, to refund the license fee you paid for the Software. Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date (a) of delivery to you of the repaired or replaced Software, or (b) Licensor advised you how to operate the Software so as to achieve substantially the same functionality described in any Documentation.
Only if you inform Licensor of your problem with the Software during the applicable warranty period and provide physical evidence of the date you purchased or obtained a license to the Software will Licensor be obligated to honor this warranty. Licensor will use reasonable commercial efforts to repair, replace, advise or, for individual consumers, refund pursuant to the foregoing warranty within thirty (30) days of being so notified.
If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately terminate. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Software was designed to be used as described in the Documentation.
This is a limited warranty, and it is the only warranty made by Licensor. Licensor makes no other warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third parties' rights. To the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the above limited warranty period. Moreover, in no event will warranties provided by law, if any, apply unless they are required to apply by statute notwithstanding their exclusion by contract. No dealer, agent, or employee of Licensor is authorized to make any modifications, extensions, or additions to this limited warranty.
IX. HIGH RISK ACTIVITIES
The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, prenatal or other surgical or medical care systems, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, physical or emotional impairment, or severe physical or environmental damage ("High Risk Activities"). Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
X. LIMITATION OF REMEDIES
Under no circumstances and under no legal theory shall Licensor, or its suppliers or resellers, be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, lost profits, business interruptions, work stoppage, personal injury of patients, physical or emotional impairment of patients, computer failure or malfunction, or any and all other personal or commercial damages or losses arising from the use or inability to use the programs (whether or not due to any defects therein). In no event will Licensor be liable for any damages even if Licensor shall have been informed of the possibility of such damages, or for any claim by any other party. This limitation of liability shall not apply to liability for death or personal injury resulting from Licensor's negligence to the extent applicable law prohibits such limitation.
You agree to defend, indemnify and hold harmless Licensor, its suppliers and its resellers from and against liabilities, costs, damages and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims from anybody that result from or relate to your use, reproduction or distribution of the Software.
In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
XIII. ENTIRE AGREEMENT
You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor which supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and Licensor
By using any part of this Software, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.