MEDx Software License Agreement

IMPORTANT NOTE: PLEASE READ THIS PAGE BEFORE OPENING THE DISK AND TAPE PACKAGES. BY OPENING THE PACKAGE, YOU SHOW YOUR AGREEMENT TO THE TERMS OF THIS LICENSE.

Refund

If you do not wish to follow the terms of this license agreement, you may obtain a full refund by returning this package with your receipt or invoice to an authorized dealer within three (3) days of your purchase. This refund is valid provided that you have not opened any of the disk or tape packages and if all materials related to this package are returned.

Parties to Agreement

This agreement, if accepted, is entered into between Medical Numerics, Inc. (Medical Numerics), a Virginia Corporation, and the individual and/or business entity (you) that has purchased this package of MEDx Image Processing Software.

Definitions

The term "Software" as used in this agreement means the full system, sample and utility computer programs contained in the disks and tape in this package, together with any updates subsequently supplied by Medical Numerics. 

The term "Software Copies" means the actual copies of all or any portion of the software, including back-ups, updates, merged or partial copies permitted hereunder or subsequently supplied by Medical Numerics. 

The term "Related Materials" means all of the printed materials provided in this package or later supplied by Medical Numerics for use with the software.

The term "Academic Discount" means a special discount granted to faculty, staff, and students of accredited, degree-granting institutions of higher learning, in situations where such persons seek to purchase a license to use the Software for non-commercial, research purposes.

Permitted Uses

You may:

• Use the Software on a single terminal or a single workstation of a computer (or its replacement).

• Load the Software into your computer’s temporary memory (RAM).

• Install the Software onto a permanent storage device (a hard drive) as detailed in the instructions contained in the user manual.

• Make back-up copies of the Software provided by Medical Numerics provided they are used only for back-up purposes, and that you keep possession of the back-ups.

This license gives you certain limited rights to use the Software, Software Copies and Related Materials. You do not become the owner and Medical Numerics retains title to all the Software, Software Copies and Related Materials. In addition, you agree to use reasonable efforts to protect the Software from unauthorized use, reproduction, distribution or publication. All rights not specifically granted in this license are reserved by Medical Numerics.

Academic Use

If you purchased a license to use the Software at an Academic Discount, or were granted free of cost a license to use the Software, then you must cite, reference, and/or acknowledge your usage of the Software in any scholarly publication wherein the Software was used to analyze, process, visualize, or otherwise generate any data or illustrations that were used in the planning, composition, validation, or editing of said publication. Such citation, reference, or acknowledgement shall be performed in a manner that is usual, customary, and appropriate for the publication.

Uses Not Permitted

You may not:

• Make copies of the Software except as permitted above.

• Make copies of the related materials.

• Use the Software in a network or multiple user arrangement unless you pay for and obtain a separate licensed software package for each workstation on which the Software will actually be executed.

• Rent, lease, lend, sub-license or transfer the Software, Software Copies, related materials or your rights under this license.

• Alter, decompile, disassemble or reverse engineer the Software, or make any attempt to unlock or bypass any copy-protection systems used in this package.

• Remove or obscure the Medical Numerics copyright and/or trademark notices.

This agreement is effective from the day that you open the sealed disk and/or tape package. Your license continues for fifty (50) years, or until you return to Medical Numerics the original disks and/or tape and any back-up copies, whichever comes first. If you breach this agreement, Medical Numerics may terminate this license upon notifying you in writing. You will be required to return all Software, Software Copies and Related Materials. Medical Numerics may also enforce other legal rights.

Export Restrictions

Both parties acknowledge and agree that all documentation and other technical information and software delivered hereunder ("Technical Data") are subject to export controls imposed by the U.S. Export Administration Act f1979, as amended (the "Act"), and the regulations promulgated thereunder. Recipient agrees not to export or re-export directly or indirectly, any Technical Data without complying with the Act and the regulations thereunder. Recipient certifies that neither the Technical Data nor its direct product is intended to be (a) shipped or exported to certain parts of Bosnia-Hercegovina, certain parts of Croatia, Cuba, Iraq, Libya, North Korea, Yugoslavia, (Serbia and Montenegro) or to any other embargoed country to which the United States has prohibited shipment, or (b) used for any purposes prohibited by the Act or regulations, including without limitation nuclear proliferation or chemical/biological weapons or missiles.

This agreement represents the entire understanding and agreement between the parties regarding the Software, Software Copies and Related Materials and supersedes any prior purchase order, communications, advertising or representations.

This license may only be modified in a written amendment signed by an authorized Medical Numerics corporate officer. If any provision of this agreement shall be unlawful, void or for any other reason unenforceable, it shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions of this agreement. This agreement shall be governed by the laws of the state of Virginia.

You acknowledge that you have read, understand, and will abide by every provision of this contract.