uScopeNavigator

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.

1. DEFINITIONS
   1. "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.
2. LICENSE GRANT
   1. 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.
   2. The license does not include any right to modify, make derivative works, or redistribute any of the Software.
3. RESTRICTIONS ON USE OF THE SOFTWARE
   1. 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.
   2. 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.
   3. 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.
   4. 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.
   5. 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.
   6. 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 third party.
4. RIGHT TO CREATED FILES
   1. 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.
5. CONFIDENTIALITY
   1. 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.
6. LIMITED WARRANTIES
   1. 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.
   2. 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.
   3. 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 hardware.
7. LIMITATION OF LIABILITY
   1. 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.
8. DISTRIBUTION TO THE U.S. GOVERNMENT
   1. 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.
9. TERM AND TERMINATION
   1. 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.
   2. 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.
10. GENERAL
    1. This Agreement is governed by the laws of the State of Texas.
    2. 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.
    3. 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.
    4. 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.

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