LICENSE AGREEMENT FOR NON-COMMERCIAL USE OF SOFTWARE
IMPORTANT - PLEASE READ CAREFULLY
IN ORDER TO USE THE SOFTWARE LICENSE YOU ARE OBLIGATED TO READ, UNDERSTAND AND ACCEPT THESE LICENSE AGREEMENT TERMS. BY INSTALLING OR USING THE SOFTWARE YOU HAVE ACCEPTED THIS LICENSE AGREEMENT FOR NON-COMMERCIAL USE OF SOFTWARE AS A WHOLE.
THEREFORE PLEASE CAREFULLY READ AND UNDERSTAND THE FOLLOWING TERMS.
1. INTRODUCTION
This License Agreement for non-commercial use of software ("License") is a legal and non-exclusive agreement between you (either an individual or a legal entity) ("Licensee") and LAERDAL MEDICAL AS for the software product Laerdal Simulator SDK ("Software"). The License contains rights and restrictions associated with use of the Software, including, but not limited to, one or more of the following: source code, object code, dynamic link libraries, static libraries, classes, byte code, header files, utility programs, make files, images and scripts together with the accompanying documentation and examples.
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold or given away.
2. LIMITED LICENSE GRANT
LAERDAL MEDICAL AS grants to Licensee a revocable, non-exclusive, license to use the Software for the purpose of application development as further described in this License. Licensee must not without LAERDAL MEDICAL AS’ advance written approval re-distribute the Software in whole or in part, either separately or included with an application. Exceptions to the foregoing are managed individually on a case by case basis and must be approved by LAERDAL MEDICAL AS in writing.
Licensee may use the Software solely for development of applications for use together with Laerdal simulators. Use of such applications together with similar products made by other manufacturers is expressly forbidden.
Licensee may use the Software on the number of computers reasonably required for the application development to which Licensee is entitled under this License. The Licensee is for the same purpose also entitled to use the Software on a secured and restricted network, provided that the software is properly protected. Additionally, Licensee may copy the Software for archival purposes, provided any copy must contain all of the original Software's proprietary notices.
The application development may be carried out by Licensee’s own employees, or by third party consultants working under Licensee’s instructions, provided that Licensee must require all third party consultants to sign a declaration of confidentiality, no less strict than the confidentiality provisions set out in this License, prior to allowing such third party consultants access to the Software.
Unless LAERDAL MEDICAL AS has given its written advance approval, applications developed by the use of the Software can only be used for Licensee’s internal purposes, and cannot be used by or for the purposes of any third party. Further, Licensee may not without approval from LAERDAL MEDICAL AS give any third party access to the applications.
If the Licensee intends to use the Software outside the scope of this License the Licensee must first contact LAERDAL MEDICAL AS in order for the parties to negotiate a Commercial License Agreement to secure a legal use of the Software.
LAERDAL MEDICAL AS reserves the right to deny granting a license to an applying Licensee if LAERDAL MEDICAL AS determines that the requirements in this License can not be met.
3. RESTRICTIONS
The Software is confidential copyrighted information of LAERDAL MEDICAL AS and title, ownership rights, and intellectual property rights in the Software and all rights to the Software are retained by LAERDAL MEDICAL AS. The Software is protected by the copyright laws and treaties. Title and related rights in the content accessed through the Software is the property of the applicable content owner and may be protected by applicable law. This License gives Licensee no rights to such content. Except for purposes specified in Section 2, Licensee may not: permit other individuals to use the Software; modify, translate, reverse engineer, decompile, decrypt, extract, disassemble, or create derivative works based on the Software; or copy the Software. Further, other than as specified in Section 2 of this License, Licensee may not: sell, rent, lease, grant a security interest in, or otherwise transfer rights to the Software; or alter or remove any proprietary notices or labels on the Software. Software may not be leased, assigned, or sublicensed, in whole or in part, except as specifically authorized in Section 1. Licensee warrants that it will not use or redistribute the Software for such purposes.
Licensee shall treat the Software like any other copyrighted material and not reproduce it.
Licensee may not rent, lease or lend any copy of the Software to any third party who is not an employee of Licensee.
This license is personal for Licensee. Licensee may not assign or otherwise transfer the license to any third party, without the prior consent of LAERDAL MEDICAL AS.
4. HIGH RISK ACTIVITIES
The Software is not fault-tolerant and is not designed, manufactured or intended for use in on-line control equipment in hazardous environments requiring fail-safe performance, such as in the design, construction, operation or maintenance of any aircraft, air traffic, aircraft navigation, aircraft communications, nuclear facilities, direct or indirect life support machines, or weapons systems. LAERDAL MEDICAL AS and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
5. TRADEMARKS AND LOGOS
This License does not authorize Licensee to use any trademarks, brand names or logos owned by LAERDAL MEDICAL AS. Licensee acknowledges that LAERDAL MEDICAL AS owns the rights to SIMMAN and LAERDAL wordmarks, logos and icons and agrees to not do anything harmful to, or inconsistent with, LAERDAL MEDICAL AS’ rights in respect to any trademarks, names, or logos.
6. COOPERATION AND OPERATION
Licensee shall cooperate to the fullest extent necessary to enable LAERDAL MEDICAL AS to replicate any problems, determine that the problem resides with the Software, and certify that the problem has been corrected. LAERDAL MEDICAL AS reserves the right to refuse assistance or to charge additional fees if an operator seek assistance with respect to any matters not directly relating to the operation of the Software. Licensee is also responsible for ensuring a proper environment and proper utilities for the computer system on which the Software will operate.
7. DISCLAIMER
EXCEPT AS PROVIDED ABOVE, THIS SOFTWARE AND ANY RELATED SERVICES OR DOCUMENTATION IS PROVIDED ON AN "AS IS" BASIS, WITHOUT A WARRANTY OF ANY KIND. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE WHEN INTEGRATED WITH LICENSEE’S PRODUCTS IS BORNE BY THE LICENSEE.
LAERDAL MEDICAL AS RESERVES THE RIGHT TO MAKE CHANGES TO THE SOFTWARE THAT IS NOT BACKWARDS COMPATIBLE. LAERDAL MEDICAL AS IS NOT RESPONSIBLE FOR ANY DAMAGES OR OTHER LOSSES SUFFERED BY THE LICENSEE OR ANY THIRD PARTY DUE TO SUCH CHANGES.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LAERDAL MEDICAL AS OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY THIRD PARTY AS A RESULT OF USING OR DISTRIBUTING THE SOFTWARE. IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL LAERDAL MEDICAL AS OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, TORT, CONTRACT, OR OTHERWISE, ARISING OUT OF THE USE OF, MISUSE OF OR INABILITY TO USE SOFTWARE, EVEN IF LAERDAL MEDICAL AS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ANY LIABILITY UNDER MANDATORY LEGISLATION, INCLUDING BUT NOT LIMITED TO CUSTOMER LAWS AND PRODUCT LIABILITY ACTS, IS DISCLAIMED TO THE FURTHEST EXTEND POSSIBLE ACCORDING TO THE APPLICABLE LAWS.
ANY DISCLAIMER OR LIMITATION OF LIABILITY ALSO APPLIES TO THE EMPLOYEES, REPRESENTATIVES, CONSULTANTS AND SUB-SUPPLIER OF LAERDAL MEDICAL AS.
9. TERMINATION AND LIABILITY
Licensee may terminate this License at any time by destroying all copies of Software. LAERDAL MEDICAL AS may terminate this License without cause by written notice to Licensee. Upon termination, Licensee must destroy all copies of Software within two months after written notice of termination. This License will terminate immediately without notice from LAERDAL MEDICAL AS if Licensee fails to comply with any provision of this License. Upon such termination, Licensee must destroy all copies of Software immediately.
ANY USE OUTSIDE THE SCOPE OF THIS LICENSE, INCLUDING BUT NOT LIMITED TO ANY COMMERCIAL USE, CONSTITUTES A BREACH OF THIS LICENSE AND WILL CAUSE IMMEDIATE TERMINATION WITHOUT NOTICE.
Without prejudice to any of LAERDAL MEDICAL AS other remedies in case of a breach of this License, including LAERDAL MEDICAL AS right to terminate as set out above, Licensee is liable towards LAERDAL MEDICAL AS for any breaches of this license, including but not limited to any unlawful copying or dissemination of the Software or of any applications developed by the use of the Software.
10. CONFIDENTIALITY
The Licensee is obligated to keep confidential all information regarding LAERDAL MEDICAL AS disclosed directly or indirectly between the parties as part of communication related to Laerdal Simulator SDK. This regarding information about LAERDAL MEDICAL AS disclosed orally or in writing, graphic or electronic, including but not limited to intellectual property, business, scientific or technical information such as financial information, budgets, business plans and strategies, information concerning employees, customers, trade secrets, inventions, ideas, procedures or data, and in particular the Software of this License and knowhow regarding the Software.
The obligation under this clause shall continue in force after the termination or expiry of the License.
11. GOVERNING LAW AND VENUE
Any action related to this License will be governed by Norwegian law. No choice of law rules of any jurisdiction will apply. The ordinary courts of Norway have exclusive jurisdiction over any disputes arising out of or in connection with this license, and Stavanger District Court is agreed as venue.
12. INJUNCTIVE RELIEF
It is understood and agreed that, notwithstanding any other provision of this Agreement, Licensee's breach of any of the provisions of this Agreement will cause LAERDAL MEDICAL AS irreparable damage for which recovery of money damages may be inadequate, and that LAERDAL MEDICAL AS will therefore be entitled to seek timely injunctive relief to protect LAERDAL MEDICAL AS's rights under this Agreement in addition to any and all remedies available at law.
