YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS
PRODUCT. BY CLICKING THE ACCEPTANCE BUTTON, INSTALLING THE SOFTWARE, AND/OR BREAKING
THE SEAL ON THE PACKAGE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A
PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT,
CLICK THE BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS, AND DO NOT INSTALL
THE SOFTWARE. IF APPLICABLE, YOU MAY RETURN THE PRODUCT TO THE PLACE OF PURCHASE
FOR A FULL REFUND.
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
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
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
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.