Sonorio License Agreement

Simulab Corporation
Sonorio™ Software License Agreement
End User License Agreement

NOTICE TO ALL USERS: ATTENTIVELY READ THE FOLLOWING LICENSE AGREEMENT ("AGREEMENT") FOR THE LICENSE OF SONORIO SOFTWARE ("SOFTWARE") PRODUCED BY SIMULAB CORPORATION.
IF YOU HAVE PURCHASED THIS SOFTWARE ON A PHYSICAL MEDIUM, HAVING BROKEN THE BOX, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT BREAK THE BOX, DOWNLOAD, INSTALL OR USE THIS SOFTWARE. YOU MAY RETURN THIS SOFTWARE FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM SIMULAB OR AN AUTHORIZED DISTRIBUTOR OR RESELLER.

THE RIGHT TO RETURN AND REFUND EXTENDS ONLY TO THE ORIGINAL PURCHASER.

1.       Subject of the Agreement. Subject to the terms and conditions of this Agreement, Simulab Corporation hereby grants to you a non-exclusive, non-transferable right to use one copy of the specified version of the Software and the accompanying documentation (the "Documentation") for the term of this Agreement solely for your own internal business purposes. You may install the Software on one or more computers,  workstations, or other electronic device for which the Software was designed (each, a "Device") but it may only be used with one SonoMan or SonoMom System (as applicable).

2.       Ownership Rights. The Software is protected by copyright laws. Simulab Corporation and its suppliers own and retain all right, title and interest in and to the Software, including all copyrights, patents, trademarks and other intellectual property rights therein. Your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement.

3.       Confidentiality. You agree that the Software and the Documentation, including the specific design and structure of individual programs, constitute confidential proprietary information of Simulab Corporation. You are not entitled to disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Simulab Corporation. You shall implement reasonable security measures to protect such confidential information.

4.       Use. The Software is licensed as a single product. It may be used only on one Device or by one user at a time, except as set forth in this Section.
4.1 The Software is "in use" on a Device when it is loaded into the temporary memory (i.e., random-access memory or RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that Device. You will maintain records of the number and location of all copies of the Software and Documentation and will take all reasonable precautions to protect the Software from unauthorized copying or use.
4.2 If you sell the Device on which the Software is installed, you will ensure that all copies of the Software have been previously deleted.
4.3 You are not entitled to decompile, reverse engineer, disassemble or otherwise reduce any part of this Software to human readable form nor permit any third party to do so. The interface information necessary to achieve interoperability of the Software with independently created computer programs will be provided by Simulab Corporation on request on payment of its reasonable costs and expenses for procuring and supplying such information. In the event Simulab Corporation notifies you that it does not intend to make such information available for any reason, including (without limitation) costs, you shall be permitted to take such steps to achieve interoperability provided that you may only reverse engineer or decompile to the extent permitted by law.
4.4 You are not entitled to make error corrections to or otherwise modify, adapt or translate the Software nor create derivative works of the Software, nor permit any third party to copy the Software (other than as expressly permitted herein).
4.5 You are not entitled to rent, lease or lend the Software to any other person, nor transfer or sub-license your license rights to any other person.

5.       Support. Simulab Corporation will provide you with technical support services ("Technical Support") for a period of this Agreement term of validity. Technical Support means: free software updates, extended technical support via E-mail. Technical Support does not include version upgrades of the Software.

6.       Limited Warranty
(i) Simulab Corporation warrants that for [90] days from first download or installation the Software will perform substantially in accordance with the functionality described in the Documentation when operated properly and in the manner specified in the Documentation.
(ii) You accept all responsibility for the selection of this Software to meet your requirements. Simulab Corporation does not warrant that the Software and/or the Documentation will be suitable for such requirements nor that any use will be uninterrupted and error free;
(iii) Simulab Corporation does not warrant that this Software identifies all known malwares, nor that the Software will not occasionally erroneously report a malware in a title not infected by that malware;
(iv)Your sole remedy and the entire liability of Simulab Corporation for breach of the warranty at paragraph (i) will be at Simulab Corporation option, to repair, replace or refund of the Software if reported to Simulab Corporation or its designee during the warranty period. You shall provide all information as may be reasonably necessary to assist in resolving the defective item;
(v) The warranty in (i) shall not apply if you (a) make or cause to be made any modifications to this Software without the consent of Simulab Corporation, (b) use the Software in a manner for which it was not intended or (c) use the Software other than as permitted under this Agreement;
(vi) The warranties and conditions stated in this Agreement are in lieu of all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying the Software or the Documentation which might but for this paragraph (v) have effect between the Simulab Corporation and you or would otherwise be implied into or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, all of which are hereby excluded (including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or as to the use of reasonable skill and care).

7.       Limitation of Liability
(i) Nothing in this Agreement shall exclude or limit Simulab Corporation 's liability for (A) the tort of deceit, (B) death or personal injury caused by its breach of a law duty of care or any negligent breach of the term of this Agreement or (C) any liability which cannot be excluded by law.
(ii) Subject to paragraph (i), the Simulab Corporation shall have no liability (whether in contract, tort, restitution or otherwise) for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise):
(a) Loss of revenue;
(b) Loss of actual or anticipated profits (including for loss of profits on contracts);
(c) Loss of the use of money;
(d) Loss of anticipated savings;
(e) Loss of business;
(f)  Loss of opportunity;
(g) Loss of goodwill;
(h) Loss of reputation;
(i) Loss of, damage to or corruption of data; or
(j) Any indirect or consequential loss or damage howsoever caused (including, for the avoidance of doubt, where such loss or damage is of the type specified in paragraph (ii), (a) to (ii), (i).
(iii) Subject to paragraph (i), the Simulab Corporation liability (whether in contract, tort, restitution or otherwise) arising out of or in connection with the supply of the Software shall in no circumstances exceed a sum equal to the amount equally paid by you for the Software.
(iv) In case of your breach duty defined in the subsection 4.6 of this Agreement Simulab Corporation shall have no liability for losses or damage caused by Software.

8.       The construction and interpretation of this Agreement shall be governed in accordance with the laws of the State of Washington, USA.   The parties hereby submit to the jurisdiction of the National Arbitration Forum in case of the dispute which can not be resolved by negotiations between parties.  

9.       (i) This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all and any prior understandings, undertakings and promises between you and Simulab Corporation, whether oral or in writing, which have been given or may be implied from anything written or said in negotiations between us or our representatives prior to this Agreement and all prior agreements between the parties relating to the matters aforesaid shall cease to have effect as from the Effective Date. Save as provided in paragraphs (ii) - (iii), you shall not have any remedy in respect of an untrue statement made to you upon which you relied in entering into this Agreement ("Misrepresentation") and Simulab Corporation shall not have any liability to the other than pursuant to the express terms of this Agreement.
(ii) Nothing in this Agreement shall exclude or limit Simulab Corporation's liability for any Misrepresentation made by it knowing that it was untrue.
(iii) The liability of Simulab Corporation for Misrepresentation as to a fundamental matter, including a matter fundamental to the maker's ability to perform its obligations under this Agreement, shall be subject to the limitation of liability set out in paragraph 8 (iii).