Software License Agreement

Contains licensed program materials of Standard Imaging, Inc.

Copyright © Standard Imaging, Inc., Middleton, Wisconsin, USA

This software is protected by U.S. and international copyright laws, international treaties, FDA and international regulations, and other intellectual property laws and treaties. This is a software license agreement to use the software product or products (the product) enclosed in this package and described in the applicable purchase order or other ordering document.

Standard Imaging (SI), Inc., a Wisconsin corporation hereby grants to the purchaser of the product (Licensee) the right to use the product, together with its documentation and other related materials, only in connection the computers or computer network system located at the site of use (the site) previously designated as such by Licensee and only if in strict compliance with the terms and conditions set forth below. Any purchase and installation or use of the product shall constitute acceptance of and agreement by Licensee to be bound by the terms and conditions hereof. Licensee also agrees that the agreement terms and conditions will prevail in the event of any conflict between the agreement applicable purchase order or other ordering document.

All rights not specifically granted to licensee under this software license agreement are reserved by SI. The SI documented Warranty and Customer Responsibility statements shall be considered to be part of this agreement. The term of this agreement and the licenses granted hereunder will continue in perpetuity, unless sooner terminated by SI.

Licensee shall:

a. Use the product only on the authorized number of computers, network systems or 
number of linear accelerators at the site of use as provided in the related product and/or 
sales documentation; and
b. Make backup copies of the product only for back-up, recovery and archival purposes.
c. Authorize SI to use non-patient related data compiled, free of charge, from the Licensee’s use of the product for its own use, shared use with other medical device manufacturers for quality assurance purposes and/or the independent promotion of scientific knowledge, provided that SI does not identify the name of the Licensee to the general public.
d. Authorize SI to communicate to the Licensee via email regarding the product.

Licensee may not and shall not:

a. Make copies of the product, except as otherwise permitted herein;
b. Rent, lease, sub-lease or otherwise permit any third party to use the product;
c. Redistribute any portion of the product, its software programs, documentation, or other related materials;
d. Other than as set forth in section 1.b. above, copy the product, any of its software programs, documentation or other related materials, without the express written permission of SI;
e. Remove or obscure copyright and/or trademark notices appearing on the product;
f. Reverse engineer the product in order to derive or appropriate for any reason or purpose the source code or any other trade secret or other proprietary information; or
g. Transfer the software program of the product to another site or to a third party purchaser without the express written permission of SI and agreement to all the terms and conditions of the then current software license agreement utilized by SI by the authorized representative of the new site or such third party.

The licensee shall be solely responsible for the installation of the product and any updates provided by SI. SI shall provide telephone technical support for the product for a period of (1) one year from the date of shipment. Any updates, upgrades and new releases to the product within the period of (1) year from date of shipment will be provided at no additional costs. After the expiration of the period of (1) year from the date of shipment, SI will provide technical support, and updates, upgrades and new releases for an additional fee.

SI shall not be liable for any amount in excess of the product costs actually paid by the licensee giving rise to any claims hereunder. In no event shall SI be liable, whether in contract, tort or otherwise for any indirect, incidental or consequential damages arising out of the subject matter of this agreement.

In the event of breach by Licensee of any of the terms and conditions of this software license agreement, SI shall be entitled to enforce all legal rights and remedies conferred upon it by State of Wisconsin, federal, and/or international law. SI and Licensee acknowledge that because breach by Licensee of any of the terms or conditions of this agreement will likely cause irreparable harm to SI, injunctive relief would be an appropriate remedy for SI resulting from any such breach by Licensee. In the event that action, suit, or legal proceedings are initiated or brought to enforce any or all of the provisions of this agreement, the prevailing party shall be entitled to such attorney’s fees, costs, and disbursements as are deemed reasonable and proper by a court of law or an arbitrator. In the event of an appeal of an initial decision of a court or of an arbitrator, the prevailing party shall be entitled to such attorney’s fees, costs, and disbursements as are deemed reasonable and proper by such appellate court.

Notwithstanding the foregoing, in the event of any breach by Licensee of the terms and conditions of this agreement, SI may, upon reasonable advance written notice to Licensee (which in no event shall be less than thirty days), terminate this license. Upon such termination by SI, Licensee shall furnish SI with a sworn affidavit stating that all of the product, including, without limitation, its software program(s), documentation and other related material and any copies thereof, have been returned by certified mail, return receipt requested to SI or destroyed by Licensee.

This agreement shall be deemed executed in the State of Wisconsin and shall be interpreted and construed in accordance with the laws of the State of Wisconsin. If any provision of this agreement is judicially declared to be invalid, unenforceable, or void by a court of competent jurisdiction, such decision shall not have the effect of invalidating or voiding the remainder of this agreement and the part or parts of this agreement so held to be invalid, unenforceable, or void shall be deemed to be deleted from this agreement and the remainder of this agreement shall have the same force and effect as if such part or parts had never been included.