IMPORTANT: READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE PACKAGE.
This License Agreement ("Agreement") is a legal agreement between you (either an
individual or entity) and Microscopes International, LLC ("MICROSCOPES INTL") for
use of the Software as defined below. MICROSCOPES INTL is willing to license the
Software to you only on condition that you accept all of the terms of the Agreement.
By clicking "I AGREE" or by installing or otherwise using or copying the Software,
you indicate that you agree to be bound by all the terms of this Agreement. If you
do not agree to the terms of this Agreement, MICROSCOPES INTL is unwilling to license
the Software to you. Promptly return the uninstalled Software and any accompanying
items (including written materials, binders and other containers) to your supplier
for a refund.
- "Software" means any software, firmware and data accompanying this Agreement,
any printed, electronic or online documentation supplied in connection with it,
and any updates, patches and modifications MICROSCOPES INTL may agree to make available
to you under the terms of this Agreement, in all cases relating to the use of a
MICROSCOPES INTL product. The Software includes (i) the uScope Navigator application
software; (ii) the uScope Navigator User’s Guide; and (iii) the firmware operating
in a uScope slide scanning microscope.
- LICENSE GRANT
- MICROSCOPES INTL hereby grants to you, subject to the terms and conditions of
this Agreement, a non-exclusive, non-transferable license, to use one copy of the
Software on a single computer. The Software is in use on a computer when it is loaded
into temporary memory (e.g., RAM) or installed into permanent memory (e.g., hard
disk, CD-ROM, Flash memory, or other storage device). Installation on a network
server for the sole purpose of distribution to one or more other computers in a
network under your control is permitted, and you do not need a separate license
for this use.
- The license does not include any right to modify, make derivative works, or redistribute
any of the Software.
- RESTRICTIONS ON USE OF THE SOFTWARE
- COPYRIGHT AND RESERVATION OF RIGHTS.
he Software is owned by MICROSCOPES INTL or its licensors and is protected by copyright
and other intellectual property laws and international treaties. The Software is
licensed, not sold. You acquire no rights to the Software other than as expressly
provided by this Agreement. You agree not to remove from the Software any copyright
notice or other notice and to ensure that any such notice is reproduced in any copies
you make of the whole or any part of the Software.
- BACKUP AND OTHER COPIES.
You agree not to use or copy the Software except as expressly authorized in this
Agreement. You may make one additional copy of the delivered Software media or image
for backup or archival purposes, and you may transfer the Software to a single hard
disk. You may not copy any written materials that accompany the Software.
- MULTIPLE VERSIONS.
The media on which the Software resides may contain more than one version of the
Software, each of which is compatible with a different operating system (e.g., Microsoft
Windows 7, Windows 8.1, or Windows 10). You may install only those versions compatible
with your computer. Multiple versions may be installed on a network provided that
a computer on the network uses each version installed.
- ACADEMIC OR EDUCATIONAL USE RESTRICTION.
If you or your employer or institution paid academic or educational pricing for
the Software, or the Software is identified as an academic or educational version,
then notwithstanding anything else in this Agreement, YOU AGREE TO USE THE SOFTWARE
ONLY FOR ACADEMIC, NON-COMMERCIAL PURPOSES.
- REVERSE ENGINEERING PROHIBITED.
Except to the extent that such activity is permitted by applicable law, you agree
not to reverse engineer, decompile, or disassemble any of the Software. If the Software
was provided to you in Europe you agree to not reverse engineer, decompile or disassemble
any of the Software for the purposes of error correction.
- RESTRICTIONS ON TRANSFER OF LICENSED RIGHTS.
The rights granted to you under this Agreement may not be assigned, sublicensed,
otherwise transferred, in whole or part to any third party without the prior written
consent of MICROSCOPES INTL. You agree not to rent or lease the Software to any
- RIGHT TO CREATED FILES
- MICROSCOPES INTL extends to you a royalty-free right to reproduce and distribute
images and data files created using the Software, provided that you do not use the
MICROSCOPES INTL name, logo, or trademarks to distribute such images or data files,
and that you agree to indemnify, hold harmless, and defend MICROSCOPES INTL and
its suppliers from any claims or lawsuits, including attorneys’ fees, arising or
resulting from the use or distribution of the images or data files.
- You acknowledge that the Software contains copyrighted information and confidential
material, and you agree to maintain them in confidence and apply security measures
no less stringent than the measures which you apply to protect your own confidential
information, but not less than a reasonable degree of care, to prevent their unauthorized
reproduction, disclosure and use. Subject to any restrictions imposed by applicable
law, the period of confidentiality has no expiration date. You agree that you will
not use any such information other than in the intended use of the Software under
the licenses granted in this Agreement.
- LIMITED WARRANTIES
- MICROSCOPES INTL warrants, for a period of ninety (90) days from the date of your
receipt of the Software that the Software will perform substantially in accordance
with its accompanying documentation, if any, and that any hardware accompanying
the Software will be free from defects in materials and workmanship under normal
use and service for a period of one (1) year from the date of receipt. Any implied
warranties on the Software are limited to ninety (90) days or any longer period
specified by law. Any implied warranties on the hardware are limited to one (1)
year. Some states or countries do not allow limitations on the duration of an implied
warranty, so this limitation may not apply to you.
- The entire liability of MICROSCOPES INTL and its suppliers, and your exclusive
remedy for breach of these Limited Warranties shall be limited to, at the option
of MICROSCOPES INTL, either return of the price paid or replacing the Software or
hardware that does not meet the Limited Warranty and which is returned to MICROSCOPES
INTL with a copy of your purchase receipt. This limited warranty is void if failure
of the Software or hardware is the result of accident, abuse, or misuse. Any replacement
Software or hardware will be warranted for the remainder of the original warranty
period or thirty (30) days, whichever is longer.
- Except as provided above, the Software is licensed "as is", and MICROSCOPES INTL
expressly disclaims all representations, warranties, conditions or other terms,
express or implied, including without limitation the implied warranties of non-infringement,
satisfactory quality, merchantability and fitness for a particular purpose with
regard to the Software, any accompanying written materials, and any accompanying
- LIMITATION OF LIABILITY
- In no event shall MICROSCOPES INTL or its suppliers be liable for any indirect,
special, incidental or consequential damages (including without limitation loss
of profits, business interruption, loss of business information, or any other pecuniary
loss) arising out of the use or inability to use the Software or hardware, whether
based on a claim under contract, tort or other legal theory, even if MICROSCOPES
INTL was advised of the possibility of such damages. Because some states our countries
do not allow the exclusion or limitation of liability for consequential or incidental
damages, this limitation may not apply to you.
- DISTRIBUTION TO THE U.S. GOVERNMENT
- The licensed products provided under this Agreement are commercial computer software
programs developed exclusively at private expense. Use, duplication, and disclosure
by civilian agencies of the U.S. Government shall be in accordance with FAR 52.227-19
(c) or other agency data rights provisions, as may be applicable. Use, duplication
and disclosure by DOD agencies is subject solely to the terms of standard software
License Agreements as stated in DFARS 227.7202.
- TERM AND TERMINATION
- This Agreement will remain in force until terminated by you, by MICROSCOPES INTL,
or by expiration (in the case of a time limited license). Without prejudice to any
of its other rights, if you are in breach of any of the terms and conditions of
this Agreement, MICROSCOPES INTL may terminate this Agreement immediately upon giving
written notice to you. You may terminate this Agreement at any time.
- Upon termination of this Agreement by you or by MICROSCOPES INTL, or its expiration;
(i) you will stop using the Software and destroy all copies of the Software in your
possession, together with all documentation and related materials.
- This Agreement is governed by the laws of the State of Texas.
- If any provision of this Agreement is held by a court of law to be invalid or
unenforceable, the remaining provisions of this Agreement remain in full force and
effect to the maximum extent possible.
- Failure of MICROSCOPES INTL to enforce any of the provisions of this Agreement,
unless waived in writing, shall not constitute a waiver of MICROSCOPE INTL’s rights
to enforce such provision or any other provision of this Agreement in the future.
- The Software provided under this Agreement is subject to U.S. export control laws,
including the U.S. Export Administration Act and its associated regulations, and
may be subject to export or import regulations in other countries. You agree to
comply fully with all laws and regulations of the United States and other countries
("Export Laws") to assure that the Software, is not (1) exported, directly or indirectly,
in violation of Export Laws, either to any countries that are subject to United
States export restrictions or to any end user who has been prohibited from participating
in United States export transactions by any federal agency of the United States
government; or (2) intended to be used for any purpose prohibited by Export Laws,
including, without limitation, nuclear, chemical, or biological weapons proliferation.