This Business Edition is intended exclusively for use on a single workstation.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:
1. Definitions
“You” or “Your” means the person or company who is being licensed to use the Product in association with this Software License Agreement (“Agreement”).
"Canon" means Canon Hongkong Company Limited.
“Product” means the SmartMR License.
2. Software License
Canon hereby grants Licensee a revovable, non-exclusive and non-transferable license to use the executable code version of the Product for internal business purposes.
This license does not entitle Licensee to receive from Canon any hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Product.
3. Restrictions
Without Canon’s prior written consent, Licensee will use the Product only for the purposes set forth herein, and Licensee expressly agrees that it does not have rights to:
(i) own title, or transfer title to the Product to another third party;
(i) modify, enhance, or create any derivative works of the Product or documentation, including customization, translation or localization;
(ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code
for the Product (except to the extent applicable laws specifically prohibit such restriction);
(iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Product or provide copies of the Product to any third party;
(iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product;
(v) publish any results of benchmark tests run on the Product to a third party; or
(vi) use the Product beyond the scope of this License or in violation of any law or regulations.
4. Fees
The license for the Product is for internal commercial use only. If Licensee wishes to use the Product on other media, it is subject to an additional license fee together with shipping and handling charges. Licensee is solely responsible for any and all taxes, costs and expenses arise from the use of the Product.
5. Proprietary Rights
Title and ownership rights in the Product shall exclusively remain in Canon and/or its suppliers/licensors.The Product, including any documentation, packaging and illustrations, is protected by copyright and other intellectual property laws and by international treaties.Licensee agrees to protect the Product from unauthorized use, reproduction, distribution or publication in electronic or physical form.
Other than the right to use the Product in accordance with this Agreement, the Licensee shall have no rights and shall not assert any claim of ownership on the Product, or interfere with the ownership in respect of any trade names or trade marks used by Canon in relation to the Product or their associated goodwill. The Licensee acknowledges that all such rights, title, interest and goodwill shall inure for the benefit of and are (and shall remain) vested in Canon. The Licensee shall not, before or after termination of the Agreement, use, register or attempt to register, any of the trade names or trade marks or any similar mark used by Canon in relation to the Product in any jurisdiction.
6. Third-party Software
The Product may include software, content, data or other materials, including related documentation, that are owned by person other than Canon and that are provided to Licensee on terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). This License and Licensee’s use of the Product is subject to such Third Party Licenses. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee of any Third-Party License is also a breach of this Agreement.
7. Disclaimer of Warranty
The product is provided free of charge and on an "as is" basis. to the fullest extent permitted by law, neither canon nor its affiliates, employees, suppliers, distributors and subcontractors make any warranty or representation of any kind, whether express, implied, statutory or otherwise, including without limitation the warranties that the product is free of defects, error-free, virus free, completely secure, uninterrupted, merchantable, fit for a particular purpose, non-infringing, or that the content will be secure or not otherwise lost or damaged. No oral or written information or advice in connection with the product given by canon, its affiliates, employees, subcontractors or agents shall be deemed to create any warranty or obligation.
To the extent allowed by applicable laws, canon expressly disclaims and excludes any responsibility and accepts no liability or obligation whatsoever (whether in tort, contract or otherwise) for any loss, damage, personal injury, claims by a third party, loss and/or damage and corruption of data, accidental and/or unauthorized access to data, leakage of confidential, destruction or damage (including without limitation consequential loss, destruction or damage) howsoever arising from or in connection with inaccuracies or mistakes of and any use or misuse of or reliance on the product. This disclaimer of warranty constitutes an essential part of this agreement. No use of the product is authorized hereunder except under this disclaimer. Licensee is responsible for maintaining and backing up its own data and system.
8. Limitation of Liability
To the fullest extent permitted by applicable law, in no event will canon, its affiliates, employees, authorized agents, suppliers or subcontractors be liable for any personal injury or property damage (unless caused by its negligence or willful misconduct), loss of profit, loss of revenue or income, loss of the use of money; loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of and/or corruption of data or other special, punitive, incidental, indirect or consequential losses or damages, arising out of the use of or inability to use any services supplied under this agreement, or the product regardless of the legal theory on which the claim is based and even if canon has been advised of the possibility of such damages.
Notwithstanding anything to the contrary, to the extent permitted by applicable law, canon’s total aggregate liability to licensee in contract, tort, equity or otherwise for any direct loss or damage arising out of or in connection with this agreement shall not exceed the total license fees paid by the licensee for this license (if any) in the preceding 12 months preceding the date of the claim made by the licensee.
The Licensee shall be solely responsible for any loss, damage, unauthorized access to the Licensee’s computer system or other device; or loss and corruption of data; or system and network security problem; or workstation and service down; or computer virus attack; or leakage of confidential information that results from the installation or usage of the Product, however arising including any delay or failure to provide services by the Product.
9. Term
This Agreement and the License shall remain in effect unless terminated as set forth herein (“Term”).Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Product.Canon may terminate this Agreement at any time by giving written notice to the Licensee. Canon may also terminate this Agreement if Licensee breaches any of the terms and conditions of this Agreement.
Upon expiration or earlier termination of this Agreement, Licensee’s right to use the Product shall cease and Licensee shall cease using and destroy all copies of the Product immediately.
Notwithstanding any expiration or termination of this Agreement, any provisions of this Agreement which by their terms are intended to survive expiration or termination of this Agreement shall so survive and continue in full force and effect.
10. Confidentiality
Both parties agree that except as may be required by law and other than as necessary for the performance of rights and obligations under the Agreement, both parties agree during the Term to keep confidential all information of a confidential nature relating to the other party which is obtained or received as a result of entering into the Agreement including, without limitation any business, business methodology or know how or financial information. This clause shall not apply to the extent that; (i) the information is already or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors; (ii) is already in the receiving party’s possession other than as a result of a breach of this clause; (iii) is lawfully received from a third party free of any obligation of confidence at the time of its disclosure or; (iv) in the case of information provided to Canon, is information which is already under development by Canon (including its officers, employees, agents or contractors) or any other Canon related or associated companies (which includes Canon Inc., and any subsidiary of which Canon Inc. or Canon is the ultimate parent or holding company). Notwithstanding the confidentiality obligations of this clause, either party may disclose confidential information of the other party to a third party to the extent that such disclosure is required by law, regulation or pursuant to an order of a court or other such competent authority but in all such cases the recipient shall use reasonable endeavours to provide the discloser with advanced notice prior to any such disclosure being made and take all reasonable steps to mitigate the effect of such disclosure.
Notwithstanding any other provision of the Agreement, Licensee agrees that Canon may release any news item, article, publication, advertisement, prepared speech or any information or material, pertaining to or related to any part or whole of this Agreement save that such content shall be restricted to the fact that Licensee had used the Product provided by Canon.
11. Miscellaneous
This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to the Agreement except as expressly stated in the Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into the Agreement (“Misrepresentation”) (unless such untrue statement was made fraudulently or was as to a fundamental matter including as to a matter fundamental to the other party’s ability to perform its obligations under the Agreement) and that party's only remedies shall be for breach of contract.
Any variation to this Agreement may only be made by written agreement between the parties and signed by the authorized representative.
If any term or right of this Agreement is declared illegal or unenforceable, the remainder of this Agreement shall remain valid and enforceable. The term or right declared illegal or unenforceable shall be interpreted in accordance with the remainder of the terms of the Agreement and, if this is not possible, the parties shall use reasonable endeavors to agree on relevant amendments to the Agreement to achieve as near as possible the same commercial result as the original terms included.
No amendment, modification or waiver of any rights hereunder shall be construed as a waiver to enforce other rights or the same rights on future occasions.
Canon reserves the right to assign, subcontract, transfer, novate all or any part of its rights, benefits entitlements and obligations under this Agreement (which the Licensee hereby irrevocably and unconditionally consents to the assignment subcontract, transfer and novation). This Agreement shall not be capable of assignment by the Licensee and the Licensee hereby irrevocably and unconditionally covenants and undertakes that it shall not at any time assign any or all of its rights, benefits entitlements and obligations under this Agreement without prior written consent of Canon.
The provisions of the Agreement which are intended to survive termination or expiration of the Agreement shall survive such termination or expiration.
This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region (“HKSAR”). The parties hereby submit to the exclusive jurisdiction of the courts of the HKSAR.
A person who is not a party to this Agreement has no right at law to enforce any of the terms and conditions of this Agreement. For the avoidance of doubt, nothing in this clause shall affect the rights of any permitted assignee of this Agreement.