PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE “ACCEPT BUTTON OR BY COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE CLICK THE “CANCEL” BUTTON AND DO NOT INSTALL RUN, COPY OR OTERWISE USE THIS SOFTWARE.
This agreement (the “Agreement”) is a legal agreement between you (“the License holder”) and Aplysia Medical AB (VAT number SE556539872301) (“Aplysia”), Stockholm, Sweden.
License holder hereby agrees, both on its own behalf and as an authorized representative of any organization for which you are using the Licensed Software (“Employer”) that you and the Employer will use the Licensed Software only in accordance with the following terms:
- GRANT OF LICENSE
Subject to the terms and conditions this Agreement, Aplysia grants to License holder a
non-exclusive, non-transferable license to use the software Aplysia CardioVascular Lab (the “Licensed Software”) for the purpose of education and training.
The Licensed Software may be provided free of use for a limited time as a part of a Trial program.
The Licensed Software comprises a real time simulation model of cardiovascular physiology, diseases and interventions.
IN NO EVENT MAY THE LICENSED SOFTWARE BE USED FOR DIAGNOSIS OR TREATMENT, OR SELECTION OF TREATMENT OR NON-TREATMENT OF ACTUAL PATIENTS.
License holder may use the Licensed Software in executable format for its own use only.
License holder may not translate or modify the Licensed Software or incorporate it into other software.
License holder may not, transfer or sublicense the Licensed Software to any third party, in whole or in part, in any form, whether modified or unmodified.
License holder may not decompile or reverse-engineer the Licensed Software in any way.
The Licensed Software may require activation or registration.
Employer may have another written agreement directly with Aplysia AB (e.g., a volume license agreement) that supplements or supersedes all or portions of this agreement.
- CONSIDERATION TO APLYSIA
This license is subject to License holder paying to Aplysia a yearly license fee. Information about the current fees are available from Aplysia AB.
Single license holders may install the Licensed Software on two separate computers (for example, a stationary computer and a laptop). However, these two installations of the Licensed Software may not be used simultaneously. Volume license holders may only install the Licensed Software on the specified numbers of computers. License holder may also make copies of the Licensed Program in executable code form as necessary for use by License holder and for backup or archive purposes. License holder agrees to maintain records of the location and use of each copy, in whole or in part, of the Licensed Programs.
The original and any copies of the Licensed Programs, made by License holder, including translations, compilations, partial copies, modifications, and updates, are the property of Aplysia.
- PROPRIETARY RIGHTS
License holder recognizes that Aplysia regards the Licensed Software as it’s proprietary information and as confidential trade secrets of great value. License holder agrees not to provide or to otherwise make available in any form the Licensed Programs, or any portion thereof, to any person other than Entitled Employees of License holder without the prior written consent of Aplysia. License holder further agrees to treat the Licensed Software with at least the same degree of care with which License holder treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Licensed Programs.
- a) When the Licensed Software is provided under the Trial Program, this license expires when the Trial period ends, which is 30 days from installation of the Licensed Software.
- b) When the License Holders has paid the yearly license fee, this license expires one year after the day of activation of the Licensed Software by Aplysia.
- RIGHT TO COLLECT DATA
License holder is hereby notified that Aplysia may, through an internet connection, or otherwise, collect data regarding the use of the Licensed Programs. Such data, and any invention arising out of such data, is the property of Aplysia.
The necessary software requirements for Licensed Software may change and will be provided by Aplysia upon request.
- WARRANTY DISCLAIMER
APLYSIA licenses, and License holder accepts, the Licensed Software “AS IS.” APLYSIA
PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED
PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSE HOLDER. APLYSIA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET LICENSE HOLDER’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
- LIMITATION OF LIABILITY
APLYSIA’S LIABILITY TO LICENSE HOLDER UNDER ANY PROVISIONS OF THIS
AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE
AMOUNTS ACTUALLY PAID HEREUNDER BY LICENSE HOLDER TO APLYSIA. IN NO EVENT SHALL APLYSIA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, DAMAGE TO SOFWARE OR HARDWARE, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.
This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by License holder without the prior written consent of Aplysia.
- ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters. This Agreement shall take precedence over any additional or conflicting terms which may be contained in License holder’s purchase order or Aplysia’s order acknowledgment forms. Any amendments to this agreement must be made in writing and signed by both parties.
- GOVERNING LAW, FORUM
This Agreement shall be governed and interpreted by Swedish law. Any dispute arising hereunder shall be settled by the district court of Stockholm, Sweden, with a possibility to appeal.