MR Control Systems International Inc.

SINOLTA Evaluation (Trial) License

This evaluation or trial license agreement (the “agreement”) governs your evaluation of this trial license.

You may not access the product or accept this agreement if you are a direct competitor of MR Control Systems International USA Inc. (MRCSI). Additionally, you may not access the product for any competitive purposes.

This Agreement was last updated on April 26, 2017. It is effective between You and MRCSI as of the date You accept this Agreement, or upon an update of this Agreement by MRCSI in accordance with the terms set forth herein (the “Effective Date”).

1.    Definitions

“Evaluation” or “Trial” License means a temporary software license for the purpose of evaluation.

“MRCSI” means MR Control Systems International Inc. and MR Control Systems International USA Inc.  having a place of business at #160, 1209-59 Ave S.E. Calgary, Alberta, Canada.

“SINOLTA” means all variations or derivatives of the software products that are developed by MRCSI. This includes all products that contain the name “SINOLTA” including but not limited to SINOLTA Client, SINOLTA Server, SINOLTA Full, or SINOLTA Web Services.

“Product” means a software product that is developed by MRCSI.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests a party.

“Documentation” means MRCSI’s user manuals, help files or other documentation describing the operation of the products that is supplied by MRCSI.

“Evaluation Term” means the evaluation period, if any, for Your evaluation of the Product.

“Feedback” means any suggestions or comments regarding the Services that You provide to MRCSI.

“Fees” means the amounts payable by You to MRCSI for purchasing a license.

“Intellectual Property Rights” means any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

“Laws” means all applicable laws, regulations, statutes, rules, orders, and other requirements of any applicable international, federal, state or local governmental authority.

“You” or “Your” means the company or other legal entity (including your person) for which you are accepting this Agreement, and any of Your Users and/or Affiliates.

“Term” means the duration that one is granted temporary access of a software product.

2.    Evaluation Term License

During the Evaluation Term, subject to the terms and conditions of this Agreement, MRCSI hereby grants to You a non-exclusive, non-transferable, non-sub licensable, revocable, and limited license to access and use the Product solely for Your evaluation purposes. Any data that You or Your Users develop using the Evaluation License can be used in other computers that have compatible SINOLTA licenses. If the software license is not purchased by You, MRCSI will have no liability of any kind to you or any third party for any of the work done or any data generated or erased or deleted by MRCSI after termination.

Evaluation Term is for 12 months from the date that the current version of the product was created or whenever MRCSI decides to terminate the Evaluation License.

3.    Additional Obligations

Your Obligations.

You will:

(a)  be responsible for all Users’ compliance with this Agreement

(b)  use commercially reasonable efforts to prevent unauthorized access to or use of the Products, and notify MRCSI promptly of any such unauthorized access or use

(c)   be responsible for any third-party products or services used or exchanged by You in connection with the Products.

You will not:

(a)  make the Products available to any third party other than designated Users

(b)  make the Products available to Your Affiliates without the express prior written consent of MRCSI

(c)   sell, resell, rent, lease, modify, translate or create derivative works of the Product

(d)  decompile, reverse engineer or reverse assemble any portion of the Product, or attempt to discover any source code or underlying ideas or algorithms of the Product

(e)  access the Product in order to build a competitive product or service, or copy any features, functions or graphics of the Product

(f)   use the Product to store or transmit material in violation of third party privacy rights

(g)  transmit unsolicited commercial or non-commercial email via the Product

(h)  use the Product to store or transmit Malicious Code

(i)    remove or alter any trademark, logo, copyright or other proprietary notices associated with the Product or Documentation. The Documentation may include additional restrictions or limitations to the use of the Product, and You agree to comply with any such restrictions or limitations.

MRCSI reserves the right, without limiting any other right or remedy available at law, in equity, or under this Agreement, to immediately suspend Your access to and use of the Product at any time with or without any cause.

4.    Ownership

4.1          As between the parties and subject to the license grants under this Agreement:

(a)  MRCSI owns all right, title and interest in and to the Product, the Documentation, SINOLTA and all Intellectual Property Rights embodied therein

(b)  You own all right, title and interest in and to all Your Data, and any and all Intellectual Property Rights embodied therein. Each party reserves all rights not expressly granted in this Agreement, and no licenses are granted by MRCSI to You under this Agreement, whether by implication, estoppel or otherwise, except as expressly set forth in this Agreement.

4.2          Feedback. Notwithstanding any terms to the contrary in this Agreement, in the event You provide MRCSI with Feedback, You hereby grant to MRCSI an irrevocable, fully-paid up, non-exclusive, royalty-free, perpetual and worldwide license to use, reproduce, distribute, create derivative works of, publicly perform, and publicly display such Feedback in any medium or format, whether now known or later developed; provided that such Feedback is anonymous and does not include any of Your Confidential Information.

5.    Representations and Warranties

Disclaimer except as expressly provided herein, MRCSI makes no warranties of any kind, whether express, implied, statutory, or otherwise, and MRCSI specifically disclaims all implied warranties, including, without limitation, any warranties of merchantability, non-infringement, fitness for a particular purpose or warranties that may arise by operation of law. Without limiting the foregoing, MRCSI does not make any warranties that the product is free from any bugs, errors, or omissions. Notwithstanding anything to the contrary herein, during an evaluation, the product is provided “as-is” without any warranty and MRCSI will not be responsible for any loss of your data (or any data related thereto) or any damages to equipment, individuals or public. The foregoing disclaimers will apply to the maximum extent permitted by applicable law.

6.    Indemnity

You will defend, indemnify and hold MRCSI and its directors, officers, employees, suppliers, consultants, contractors and agents harmless from and against any and all actual or threatened claims, suits, actions or proceedings, including all related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including but not limited to reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to:

(a)  Your breach of this Agreement or any representation or warranty made by You herein

(b)  Your negligence or willful misconduct

(c)   Your Data (including, without limitation, Claims alleging that Your Data violates or misappropriates the Intellectual Property Rights or other rights of any third party)

(d)  any violation of any Law by You.

7.    Limitations of Liability

7.1          Exclusion of Consequential and Related Damages. In no event will MRCSI be liable to you or any third party for any loss of profits, loss of use, loss of revenue, loss of goodwill, loss of your data (or any data related thereto) or any interruption of business, or for any indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of or in connection with this agreement or the services, regardless of the form of action, whether in contract, tort, strict liability or otherwise, even if MRCSI has been advised or is otherwise aware of the possibility of such damages. The foregoing disclaimer will apply to the maximum extent permitted by applicable law.

7.2          In no event will MRCSI‘s total liability arising out of or related to this agreement exceed the aggregate of the amounts paid by you to MRCSI during the twelve (12) months preceding such claim. Multiple claims will not expand this limitation. The foregoing disclaimer will apply to the maximum extent permitted by applicable law. The parties acknowledge that the limitations set forth in this section are integral to the amount of fees charged in connection with making the products available to you, and that, were MRCSI to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher.

8.    Term and Termination

8.1          Term of Agreement. If You elect to use the SINOLTA for evaluation only, the term of this Agreement will commence on the Effective Date and, unless earlier terminated, will expire following the end of the Evaluation Term.

8.2          Termination. Either party may terminate this Agreement as follows:

(a)  for cause if the other party breaches this Agreement

(b)  immediately if the other party

(i)    terminates its business activities or becomes insolvent

(ii)   admits in writing to the inability to pay its debts as they mature

(iii)  makes an assignment for the benefit of creditors

(iv) becomes subject to direct control of a trustee, receiver, or similar authority

(c) for no cause

8.3          Effect of Termination. Upon any expiration or termination of this Agreement:

(a)  Your right to use the Product shall cease, and MRCSI shall have no further obligation to make the Product available to You.

(b)  except as otherwise expressly stated herein, all rights and licenses granted to You under this Agreement will immediately cease and MRCSI will have no obligation with respect to any of Your Data.

8.4          Survival. The following provisions will survive any expiration or termination of this Agreement: sections 2, 3, 4.1, 4.2, 5, 6, 7.1, 7.2, 8.3, 9.1, 9.2, 9.3, 9.4, 9.5, 9.6

9.    Miscellaneous

9.1          Reservation of Rights. Subject to the licenses granted in this Section, You retain all right, title and interest in and to Your trademarks, trade names, logos and any domain name registered in connection with this agreement.

9.2          Relationship of Parties. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchisee, employee, representative, owner or partner of the other party. The relationship between the parties will solely be that of independent entities.

9.3          Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner which ensures that all transactions contemplated hereby are fulfilled.

9.4          No Waiver. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or affect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

9.5          DMCA and Intellectual Property Rights Policy. If You believe that material on a MRCSI hosted website or located on or sent via a MRCSI product infringes Your copyright or other Intellectual Property Right (for example, trademark rights), You may send us a written notice. MRCSI will attempt to remove or disable the allegedly infringing material. MRCSI will also attempt to notify the user who posted or uploaded the allegedly infringing material.

Your written notice shall contain the following details:

(a)  Your name, mailing address, telephone number and email address

(b)  Sufficient detail about the allegedly infringing material, including the Intellectual Property Right You allege is being infringed

(c)   The URL or other specific location on our websites or product that contains the material that You claim infringes Your Intellectual Property Right

(d)  A statement by You that You have a good faith belief that the disputed use is not authorized by the Intellectual Property Right owner, its agent, or the law

(e)  A statement by You that the information contained in Your notice is accurate and that You attest under the penalty of perjury that You are the owner of the Intellectual Property Right or that You are authorized to act on the such owner’s behalf

(f)   An electronic or physical signature of the owner of the Intellectual Property Right or a person authorized to act on the owner’s behalf

Your notice can be sent to our registered copyright agent at the following:

MRCSI’s Head office located at:

Suite 160, 1209-59 Avenue S.E.

Calgary, Alberta, Canada T2P2H6

Attn:                      Legal Department DMCA Complaint

Via email:            administrator@mrcsi.com

(include “DMCA Complaint” in the subject line).

Upon receipt of proper written notice, MRCSI will expeditiously remove or disable the allegedly infringing material, regardless of the nature of the material (a post, a webpage, or presentation slide, for example). MRCSI will document those alleged infringements on which we act. MRCSI will additionally notify the user and, if requested, provide the report to the user.

9.6          Updates and Revisions; Counterparts. This Agreement, together with each Order Form, constitute the entire agreement between You and MRCSI regarding the subject matter hereof, superseding all other agreements between them, whether oral or written. No modification, addition, deletion, or waiver of any rights under this Agreement will be binding on MRCSI unless signed by a duly authorized representative of MRCSI. MRCSI may update or revise this Agreement from time to time in its sole discretion, and MRCSI recommends that You review this Agreement on a regular basis. Your continued use of SINOLTA after any update or revision to this Agreement constitutes Your acceptance of the Agreement updates or revisions.