This End-User License Agreement ("Agreement") is a non-exclusive legal agreement between the registered user of this system ("USER") and FUJIFILM VisualSonics, Inc. ("the Company"), the developer of the VevoÆ 2100 Imaging System . Under this AGREEMENT USER will acquire limited rights for the experimental use of Software ("Software"), Computer ("Computer"), System ("System") and Machinery ("Machinery"). By installing, copying, or otherwise using the Software, Computer, System or Machinery, USER agrees to be bound by the terms of this AGREEMENT. If USER does not agree to the terms of this AGREEMENT, FUJIFILM VisualSonics, Inc. is unwilling to license the Software or provide the Computer, System or Machinery to USER. In such event USER may not use or copy the Software, Computer, System or Machinery and USER should promptly contact FUJIFILM VisualSonics, Inc. or its representatives for instructions on return of the unused instrument(s).
1.Definitions
1.1 Software - that portion of the compiled and integrated proprietary data code created by FUJIFILM VisualSonics, Inc. which is utilized by the System including the associated media, any accompanying documents including electronic documents. 1.2 Computer - all hardware and systems used for or relating to the storing, manipulation and communication of information, data or software. 1.3 System - all components supplied by FUJIFILM VisualSonics, Inc. or its representatives including but not limited to the software, computer, machinery, input/output connectors and components for connecting the computer to the machinery, and associated communication devices. 1.4 Machinery - all transducers, transmitters, receivers, converters, circuits, generators, motors, and electrical, electronic, or mechanical equipment producing the signal(s) to be input to the System or Computer.
2. Software License
2.1 FUJIFILM VisualSonics, Inc. states and USER agrees that the Software, Computer, System and Machinery are protected by copyright, patent, and trademark laws, as well as other intellectual property laws and international treaties. The Software is licensed, not sold. USER acknowledges that it does not own, nor will it acquire as a result of this Agreement, any intellectual property rights to the Software, Computer, System or Machinery.
2.2 Grant of License
- Software. USER may install or use one copy of the Software in, and only in, the System provided with the Software by FUJIFILM VisualSonics, Inc. Each license is applicable to a single System. USER may not use the Software on additional Systems without the signed written agreement of FUJIFILM VisualSonics, Inc. FUJIFILM VisualSonics, Inc. may require additional licenses and additional fees for the use of the Software on additional Systems.
- Computer. A Computer shall be provided with the Software installed. No other computer, or electronic device may be utilized for running the Software. Such Computer shall have functionality to permit the user to access the data being entered into the Computer through the System. Security of the Computer and Software is the responsibility of USER.
- System Services. The Software includes functionality that enables the System to act as an ultrasound biomicroscope.
- Storage/Network. USER may not store or install a copy of the Software on other computers or allow the use of the Software on other computers. However, USER may access the Computer from an intranet/internet web application from any number of computers/work stations. All access to the Computer is controlled by USER.
2.3 Disclaimer of Liability
FUJIFILM VisualSonics, Inc. disclaims any liability from or related to the use of the licensed Software.
3. Consideration
For consideration of the respective covenants and agreements of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by FUJIFILM VisualSonics, Inc., the parties undertake to agree to this AGREEMENT
4. Description of Other Rights and Limitations
- 4.1 - Limitations on Reverse Engineering, Decompilation and Disassembly.
- USER may not reverse engineer, decompile, or disassemble the Software, Computer, System or Machinery unless expressly authorized to do so in writing by FUJIFILM VisualSonics, Inc. USER shall take all reasonable steps to prevent a third party from reverse engineering, decompiling, or disassembling the Software, Computer, System or Machinery on USER's behalf or on the behalf of others.
- 4.2 - Single Computer.
- The Software is licensed with the Computer as an integrated single instrument. The Software may only be used with the Computer supplied with the System.
- 4.3 - Rental.
- USER may not rent or lease the Software, Computer, System or Machinery to external third parties unless expressly authorized to do so in a separate written Agreement signed by FUJIFILM VisualSonics, Inc.
- 4.4 - Termination.
- Without prejudice to any other rights, FUJIFILM VisualSonics, Inc. may terminate this AGREEMENT if USER fails to comply with its terms and conditions. In such event, USER must return or destroy the Computer, Software, System and Machinery, including all copies of the Software and all of the System's component parts. Clauses 4.1, 7, 8, 11 and 12 survive termination.
- 4.5 - Access to the Computer.
- Network access to the Computer is at USER's discretion, and is USER's responsibility. The Computer is capable of supporting LAN/WAN intranet as well as internet accessibility. USER must provide the network and any connection software and hardware necessary to connect with the Computer. Such access will not be controlled or regulated by FUJIFILM VisualSonics, Inc.
- 4.6 - EXPERIMENTAL USE.
- USER warrants and represents that the Software, Computer, System and Machinery will be used only in carrying out, performing and fulfilling research and not for use in diagnostic procedures unless authorized to do so by the appropriate regulatory authorities.. Any other use by USER shall be grounds for termination as defined in clause 4.4.
5. Updates
FUJIFILM VisualSonics, Inc. may make available to USER patch or maintenance updates free of charge. Upon the updates incorporation into the System, they and the base software may only be used in conjunction with this AGREEMENT.
6. Upgrades
FUJIFILM VisualSonics, Inc. may release an upgrade of the Software having additional functionality. Each upgrade may include a separate AGREEMENT which, upon the upgrade's installation or use in the users System shall be incorporated with this AGREEMENT, and both shall bind the user. If the Software is an upgrade from one version to another, USER may use the Software only in conjunction with the upgraded version. FUJIFILM VisualSonics, Inc. may require an additional fee for the use of the upgraded Software.
7. Copyright
All copyrights in and to the Software, System and written materials (including but not limited to any images, photographs, animations, video, audio, music, text and "applets", incorporated in the Software or System), the accompanying printed materials, and any copies of the Software, are legally exploited by FUJIFILM VisualSonics, Inc. The Software is protected by Canadian copyright laws and international treaty provisions, and all rights are reserved. USER may not copy the printed material accompanying the Software without the express written permission of FUJIFILM VisualSonics, Inc. FUJIFILM VisualSonics, Inc. grants USER express, written permission to make copies of the printed materials as required for internal purposes only.
8. Patent
All present and future patent rights to the Software, Computer, System or Machinery , shall remain the exclusive property of FUJIFILM VisualSonics, Inc. Such rights are protected by U.S. and Canadian law and related international treaty provisions.
9. Support
Support of the Software, Computer, System or Machinery shall be provided only by FUJIFILM VisualSonics, Inc. or by a service provider designated by FUJIFILM VisualSonics, Inc. at its exclusive discretion.
10. Backup Copy
After installation of one copy of the Software pursuant to this AGREEMENT, USER may keep the original medium on which the Software was provided by FUJIFILM VisualSonics, Inc. solely for backup or archival purposes. If the original medium is required to use the Software on the Computer, USER may make one copy of the Software solely for backup or archival purposes. Except as expressly provided in this AGREEMENT, USER may not otherwise make copies of the Software or the printed materials accompanying the Software.
Users Obligations
11. Data, Information and Records
USER may, at USER's option, under this AGREEMENT provide information and records requested regarding the design, operation and performance of the Software, Computer, System and Machinery and information and records requested regarding applications of use of the Software, Computer, System and Machinery to FUJIFILM VisualSonics, Inc. upon their written or oral request.
12. Confidentiality
12.1 USER acknowledges that USER may have access to and be entrusted with confidential information and trade secrets relating to FUJIFILM VisualSonics, Inc. The term "Confidential Information" includes information relating to the business or affairs of FUJIFILM VisualSonics, Inc., identified as confidential or proprietary to FUJIFILM VisualSonics, Inc. USER acknowledges that this Agreement is not a license to use FUJIFILM VisualSonics, Inc.'s Confidential Information. Accordingly, USER covenants and agrees with FUJIFILM VisualSonics, Inc. that USER shall not disclose any Confidential Information to any person, nor shall USER use, directly or indirectly, any Confidential Information for any purpose not contemplated by this Agreement, nor shall USER disclose or use for any purpose other than that of this Agreement any other information of a confidential nature which USER may acquire with respect to the business of the Company. USER will take all reasonable precautions to prevent inadvertent disclosure of Confidential Information. This prohibition against disclosure includes, but is not limited to, disclosing that any similarity exists between the confidential information and information independently developed by another person or entity.
12.2 "Confidential Information" specifically does not include any of the foregoing which:
- is or becomes a matter of public knowledge, other than as a result of disclosure by USER or their agents or representatives in violation of this agreement;
- was known by USER prior to their acquisition of the System, Computer, Software or Machinery provided any such knowledge was lawfully obtained or developed;
- subsequently becomes known to USER from a third party, if the third party is not bound by a confidentiality agreement and the third party can demonstrate it lawfully obtained the information;
- is independently developed by USER personnel not privy to FUJIFILM VisualSonics, Inc. confidential information disclosed under this Agreement.
12.3 USER will not attempt to sub-lease to any party anything provided by FUJIFILM VisualSonics, Inc. to USER. The Parties warrant that they are under no obligations to any other entity that are in any way inconsistent with carrying out their responsibilities under this Agreement.
12.4 USER shall take no steps to reverse engineer the System, Computer, Software or Machinery or any aspect thereof, and shall not permit others to do so.
12.5 Upon the demand of FUJIFILM VisualSonics, Inc., USER will deliver up within ten (10) days any and all Confidential Information in its possession or control, together with any and all copies thereof and any and all written notes or comments made by or for USER with respect to said Confidential Information.
12.6 USER's obligations under section 12 of this Agreement survive termination of this Agreement, whether such termination occurs due to breach of contract by one of the Parties or for any other reason
Last Modified - 27 November 2012