OIS WinStationTM / OIS SymphonyTM Software License Agreement
OIS WinStationTM software and/or OIS WinStation Manager software and/or OIS SymphonyTM software and/or OIS Symphony Web software
and/or OIS Symphony Draw software and/or OIS Symphony Link software and/or other software components supplied by OIS as needed for
functionality of various supporting subsystems (separately and collectively the "Licensed Software") may be preinstalled on a computer before
delivery to you or you may receive an installation CD or DVD or similar media or download via the Internet (the "Media") to upgrade or reinstall
on a computer on which Licensed Software is already installed. You may also receive installation Media to install review station software, import
software, Symphony Web host or client software and/or other components of the Licensed Software on your own computer, provided you have
purchased the license for the software from OIS. In any case, the terms and conditions hereof will be in effect.
If you received a software Media with a seal - Before installing the Media containing the Licensed Software, please read carefully the following
binding terms and conditions of this agreement.
If you break the seal on this software, you are signifying your agreement to be bound by this license agreement between you (either individually
or as the authorized representative of an entity) and OIS. If you do not accept the terms of this license agreement, you must return the software to
OIS with the seal unbroken. In any other case - Before using the Licensed Software please read carefully the following binding terms and
conditions of this agreement.
1. Grant of license: Subject to the terms and conditions of this license agreement, and in consideration of the license fee paid by you,
Ophthalmic Imaging Systems (herein "OIS") grants you a single non-exclusive revocable license to use a copy of the Licensed Software
residing on one physical personal computer ("PC") at one physical location or address. The PC shall limit access to the software to the
number of users authorized by OIS, as set forth in the separate signed quote, purchase order or similar document providing for delivery to
you of the Licensed Software, the terms of which separate quote or purchase order is incorporated herein. In no case shall the Licensed
Software be downloaded or reside on more than one PC at any time, unless otherwise expressly allowed as set forth here and below.
Client-side software designated for client Web application can be installed on multiple client-side computers.
2. Copyright: The Licensed Software is owned by OIS, contains proprietary and/or confidential and trade secret information developed at great
expense to OIS, and is protected by United States and international copyright and other laws and international treaty provisions. No
ownership rights are granted by this Agreement or as a result of your possession of the Licensed Software, and OIS expressly reserves all
of its rights therein and thereto. Therefore, you must treat the Licensed Software as you would any other copyright protected or proprietary
material (e.g., a book or musical recording), and you may not duplicate this product in any way for any reason except to create a backup
copy as provided for in section 4 below.
3. Other Restrictions: The nonexclusive revocable license granted herein is subject to your use of the Licensed Software solely for your own
personal or internal business purposes. You may not commercially distribute, sublicense, sell, resell, pledge or otherwise transfer for any
consideration or otherwise, or reproduce for any such purposes, the Licensed Software or any modification or derivative thereof, either
alone or in conjunction with any other product or program. Further, you may not modify the Licensed Software, other than to achieve
customization to the extent contemplated by such software and the accompanying documentation, and then solely for your own personal or
internal business use. You may not under any circumstances duplicate the Licensed Software (in whole or in part) in any way, or authorize
any person under your authority or control to undertake such duplication, except to create a backup copy as provided for in section 4 below.
You may not merge the Licensed Software into other program material, change the software or recreate, through reverse engineering or
otherwise, any of the source code of the Licensed Software. You may not reverse engineer, decompile, or disassemble the Licensed
Software for any purpose whatsoever. You may not rent, lease, or sublicense the Licensed Software. Notwithstanding the foregoing, if you
do modify the Licensed Software in any way, or merge it with other material, OIS shall be the owner of the resulting modified or merged
product.
4. Backup Copy: If you previously have received a Media containing the Licensed Software from OIS and you have not returned this Media, it
will serve as your backup copy of the software and you are not authorized to create any other backup copy of the software. In any other
case, you are authorized to create only one (1) backup copy of the Licensed Software, which copy must reside at the same physical
location where you use the Licensed Software.
5. Term: The license term begins immediately when you receive the Licensed Software from OIS or a licensed reseller of OIS, and continues
until you notify OIS in writing of your intent to terminate the license, and you destroy all copies of the product; provided, however, that OIS
may terminate this license immediately at any time if it determines that you are in material breach of any of the provisions set forth herein.
6. Export Controls: The export and re-export of the Licensed Software is subject to control by regulations of the United States government.
Accordingly, no export or re-export of the Licensed Software shall be made directly or indirectly by you unless it is made in full compliance
with such regulations.
7. Warranty: The Licensed Software and Media on which it is delivered are warranted to perform substantially as documented in the
accompanying manual and for one (1) year after initial purchase, unless you modify or otherwise alter the software. OIS does not warrant
that the use of the Licensed Software will be uninterrupted or error-free. EXCEPT AS SPECIFICALLY STATED HEREIN, OIS MAKES NO
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOUR SOLE REMEDY IN THE EVENT OF
DEFECTIVE SOFTWARE IS REPLACEMENT BY OIS UPON RECEIPT OF A VALID SOFTWARE WARRANTY CLAIM. IN NO EVENT
WILL OIS, ITS OFFICERS, EMPLOYEES, AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT OR SPECIAL DAMAGES WHETHER IN TORT OR CONTRACT (INCLUDING THOSE FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE
THE SOFTWARE EVEN IF OIS OR A REPRESENTATIVE OF OIS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGE. This warranty does not cover any disk, documentation or hardware that has been subjected to abuse, damage, alteration or
modification. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above
limitation may not apply to you. The liability of OIS to you for damages for any cause whatsoever shall be limited to the actual purchase
price paid by you for the Licensed Software: THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE.
8. Governing Law and Jurisdiction; Severability: This license will be construed under the laws of the state of California. The California state
courts of Sacramento County (or, if there is exclusive federal jurisdiction, the United States District Court for the Eastern District of
California) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and you hereby consent to the
jurisdiction of such courts. If any provision of this license agreement is held by a court of competent jurisdiction to be contrary to law, that
provision will be enforced to the maximum extent permissible by law and all other provisions of the license will remain in full force and
effect.
9. Attorney's Fees. In the event it is necessary for any party to retain the services of an attorney or attorneys to enforce the terms of this
license agreement or to file an action to enforce any of the terms, conditions or rights contained herein, or to defend any action, then the
prevailing party in any such action shall be entitled to recover from the other party its reasonable fees for attorneys and expert witnesses,
plus such court costs and expenses as may be fixed by a court of competent jurisdiction.
10. This Agreement Supersedes: Any terms set forth in your order or in any communication from you which add to, vary from, or conflict
with these terms are objected to. Any such proposed terms shall be void and the terms herein shall constitute the complete and exclusive
statement of the terms and conditions of the agreement between the parties. If any of the terms herein are additional to or different from
any of the terms of your order, your order is accepted subject to the express condition that you assent to the additional and different terms
set forth above. To the extent the terms of this license agreement conflict with the terms of the signed quote or purchase order under
which you purchased your copy of the Licensed Software, the terms of this license agreement control. |
