Imagenomic EULA v2022.0

1.8 or such other period of time provided by Imagenomic.

2. Program License

2.1 Limited License . Imagenomic hereby grants to You a limited, revocable, non-exclusive, non-transferable license (without the right to sublicense): (a) to simultaneously use the number of Concurrent Use Copies of the Program expressly provided in the web-based payment form ("Payment Form") provided by a Payment Partner (as defined in Section 2.6) and confirmed by e-mail from Imagenomic or such Payment Partner (provided, Imagenomic may from time to time in its discretion authorize simultaneous usage rights for a single Concurrent Use Copy of the Program and such usage rights will be described in the applicable Imagenomic software product webpage(s) for the Product or otherwise communicated to You in writing by Imagenomic), solely for Your own internal business operations and consistent with the limitations specified or referenced in this Agreement and the Documentation (including, without limitation, Imagenomic's right to confirm that Your simultaneous use of multiple copies of the Program on multiple computers is consistent with the number of Concurrent Use Copies of the Program that You are authorized to under this Agreement); (b) to use the Documentation provided with the Program in support of Your authorized use of the Program; and (c) to copy the Program for archival or backup purposes, and to make a sufficient number of copies for the intended use described in the Documentation, provided that all titles and trademark, copyright and restricted rights notices are reproduced on all such copies (collectively, the "License"). For the avoidance of doubt, (i) the license granted to You hereunder shall be limited to the number of Concurrent Use Copies of the Program that You are authorized to use in accordance with this Agreement and for which the appropriate License Fees have been paid, and (ii) the number of users accessing the Program at any given time may not exceed the total number of Concurrent Use Copies licensed for the Program.

2.2 Trial License. Notwithstanding the foregoing, If Your License is a Trial License, this Agreement and any licenses or other rights granted hereunder will automatically terminate at the end of the Trial Term. Provisions in this Agreement regarding License Fees and payment and any warranties provided by Imagenomic will not apply to Trial Licenses.

2.3 Restrictions.

(a) You will not copy or u se the Program (including the Documentation) except as expressly permitted by this Agreement. You will not sell, resell, transfer, relicense, sublicense, rent or lease the Program or use the Program (i) for third-party training, (ii) for applic ation service provider, commercial time-sharing, service bureau or like use, or (iii) on a computer or network that permits access by multiple users. You will not, and will not permit any third party to, reverse engineer, disassemble or decompile any Program, except to the extent expressly permitted by applicable law, and then only after You have notified Imagenomic in writing of Your intended activities.

(b) If You wish to (i) install the Program on a computer or network that permits access by multiple users, or (ii) use the Program for the commercial distribution of Program-filtered imagery on an application service provider, commercial time-sharing or service bureau basis or on an enterprise basis for large volume image processing applications, You must first obtain the appropriate type and number of licenses from Imagenomic.

2.4 Ownership.

(a) Imagenomic will retain all right, title and interest in and to the patent, copyright, trademark, trade secret and any other intellectual property rights in the Program and any derivative works thereof, subject only to the limited licenses set forth in this Agreement. You do not acquire any other rights, express or implied, in the Program other than those rights expressly granted under this Agreement.

(b) You will retain all right, title and interest in and to content and data created by Your operation of the Program, including, without limitation, any edited or modified photographs or similar images ("Content").

(c) Any information, feedback, questions, comments or the like that You provide to Imagenomic ("Feedback") is provided on a non-confidential and non-proprietary basis and will become and remain Imagenomic's property. Imagenomic has no obligations of any kind with respect to any Feedback and will be free to reproduce, use, disclose and/or distribute any Feedback for any purpose whatsoever, without limitation. Imagenomic will also be free to use any ideas, concepts or techniques embodied in the Feedback for any purpose whatsoever, including, without limitation, developing and marketing products or services incorporating such ideas, concepts or techniques without any payment obligation to any party. You will not knowingly provide Imagenomic with any Feedback that is subject to third party intellectual property rights.

(d) Imagenomic will own any aggregated, statistical, diagnostic and related data derived from the operation of the Program, including in connection with third-party software (" Diagnostic Data "). Nothing in this Agreement shall be construed as prohibiting Imagenomic from utilizing or disclosing the Diagnostic Data for any purpose.

2.5 License Key . Imagenomic (or one of its subcontractors) will separately provide Your License Key to You following (i) Your Trial License request through applicable Imagenomic trial license request process ("Trial License Request") in accordance with Imagenomic's then-current policies and procedures or (ii) (a) completion of the Payment Form, (b) payment in full of the license fee for the applicable Program, and (c) acceptance of this Agreement. The License Key will be delivered to You electronically at the e-mail address You provide (i) through Trial License Request or (ii) in the Payment Form. You are responsible for providing Imagenomic with accurate contact information, and Imagenomic has no responsibility for any inability to deliver the License key to You or otherwise contact You due to obsolete or incorrect contact information or due to any spam filters or other communication blocking devices You may employ.

2.6 Authentication; Use . Following Your (a) completion of the then-applicable Imagenomic License confirmation procedures for the Product, (b) payment in full of the applicable License Fee for the applicable Program in accordance with the terms of this Agreement, and (c) acceptance of this Agreement, Imagenomic will then update Your Imagenomic record to reflect Product authentication and usage rights that are consistent with the terms of Your License. You will use Your License Key to authenticate Your use of the Program on a specific computer each time You start the Program via Imagenomic's cloud-based authentication service (the "Authentication Service"). Authentication Service will use the internet connection to authenticate the Program on a specific computer. Once You have authenticated and accessed the Program on a specific computer by inputting Your License Key into the Authentication Service, (i) You may use the Program on such computer in accordance with the terms of this Agreement and Your License, and (ii) the Program and the Authentication Service may continue to treat You as remaining an authorized user of the Program on such computer until such time as You actively uninstall or reset Your License Key on such computer. Additional authentication through the Authentication Service will be required each time you access the Program (which authentication will be automatically processed by the Authentication Service to the extent that You access the Program from a computer that You have previously used to access the Program, and Your License for the Program remains valid on such computer) in accordance with Imagenomic's then-current authentication policies and procedures; provided, however, in the event that You wish to use the Program on a computer that does not have internet access and is not able to access the Authentication Service to complete the required authentication process described above, Imagenomic may in its discretion permit You to (A) manually authenticate Your use of the Program on such computer through a separate authentication process specified by Imagenomic, or (B) access and use the Program for a limited time without authenticating Your use of the Program through the Authentication Service, in each case, in accordance with Imagenomic's then-current authentication policies and procedures. Failure to authenticate with the Authentication Service as described above or otherwise in accordance with Imagenomic's then-current authentication policies and procedures (including, without limitation, Your failure to promptly pay any License Fee when due) may trigger a disabling mechanism that may result in Your loss of access to the Program and/or a loss of Content stored in the Program.

2.7 No Support Obligations . Imagenomic has no obligation to provide support, maintenance, upgrades, modifications or new releases under this Agreement.

2.8 Payment . You acknowledge that Imagenomic works with one or more third party payment processing partner(s) (each, the " Payment Partner ") to provide payment processing services to You. You agree that the information You provide to Imagenomic in connection with the License confirmation procedures for the Product may be shared with the Payment Partner to facilitate Your payment of the applicable License Fee and that, if You are redirected to the Payment Partner's website in order to complete Your payment of the applicable License Fee, You will comply with all applicable terms and conditions of the Payment Partner's website. You further agree that the Payment Partner may deliver to Imagenomic a written verification of Your payment of the applicable License Fee.

2.9 Sales Policies . All product and service features, including prices, are subject to change at any time without notice. Imagenomic reserves the right, with or without prior notice, to limit the availability of or discontinue any product or service; to impose conditions on the use of any promotion; to bar any user from making a purchase; and/or to refuse to provide any user with any product or service. All orders are subject to Imagenomic's acceptance. Your receipt of an order confirmation does not signify Imagenomic's acceptance of your order. Imagenomic reserves the right at any time after receipt of your order to accept or decline it for any or no reason and without liability to you or anyone else. Prices are in U.S. dollars, are subject to change, and do not reflect any applicable taxes. You agree to pay all charges incurred by you or on your behalf at the price(s) in effect when such charges are incurred, plus any applicable taxes. Imagenomic may require verification of information prior to the acceptance and/or fulfillment of any order. In the event a product or service is listed at an incorrect price due to a typographical or other error, Imagenomic shall have the right to refuse or cancel any orders for products or services listed at the incorrect price, whether or not the order has been confirmed.

3. Warranties and Remedies

3.1 No Warranties . IMAGENOMIC MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE PROGRAM OR AUTHENTICATION SERVICE. THE PROGRAM AND AUTHENTICATION SERVICE ARE PROVIDED "AS IS" WITH NO WARRANTY. YOU AGREE THAT YOUR USE OF THE PROGRAM AND AUTHENTICATION SERVICE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IMAGENOMIC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM AND AUTHENTICATION SERVICE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Imagenomic does not warrant that the Program or Authentication Service will operate in combination with any hardware or any software, systems or data not provided by Imagenomic, in each case, except as expressly specified in the Documentation, or that the operation of the Program or Authentication Service will be uninterrupted or error-free.

3.2 Backups and Originals . Imagenomic recommends that You (i) maintain full backups of all storage media, image files and sources from which You have created and will create any Program-filtered Content or other files, and (ii) retain the originals of all such storage media, image files and sources.

4. Termination

This Agreement is effective until terminated. Imagenomic may terminate this Agreement at any time upon Your breach of any of the provisions hereof (including, without limitation, Your failure to promptly pay any License Fee when due) or Your request for any refund or chargeback. Upon expiration or termination of this Agreement, You will cease all use of the Program, return to Imagenomic or destroy the Program and all Documentation and related materials in Your possession, and so certify to Imagenomic. Expiration or termination of this Agreement may trigger a disabling mechanism that may result in Your loss of access to the Program and/or a loss of Content stored in the Program. Except for the license granted herein and as expressly provided herein, the terms of this Agreement will survive termination.

5. General Terms

5.1 Law . This Agreement and all matters arising out of or relating to this Agreement will be governed by the internal laws of the Commonwealth of Virginia (but expressly excluding the Uniform Computer Information Transactions Act (UCITA) as enacted in Virginia) without giving effect to any choice of law rule. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. In the event of any controversy, claim or dispute between the parties arising out of or relating to this Agreement, such controversy, claim or dispute may be tried solely in a state or federal court for Loudoun County, Virginia, and the parties hereby irrevocably consent to the jurisdiction and venue of such courts.

5.2 Limitation of Liability . In no event will Imagenomic be liable for any indirect, incidental, special, consequential or punitive damages, or damages for loss of profits, revenue, business, savings, data, content, use or cost of substitute procurement, incurred by You or any third party, whether in an action in contract or tort, even if Imagenomic has been advised of the possibility of such damages or if such damages are foreseeable. In no event will Imagenomic's liability for damages hereunder exceed the amounts actually paid by You to Imagenomic for the Program. The parties acknowledge that the limitations of liability in this Section 5.2 and in the other provisions of this Agreement and the allocation of risk herein are an essential element of the bargain between the parties, without which Imagenomic would not have entered into this Agreement. Imagenomic's pricing reflects this allocation of risk and the limitation of liability specified herein.

5.3 Severability and Waiver . If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.

5.4 No Assignment . You may not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any rights or obligations under this Agreement without the prior written consent of Imagenomic. Any purported assignment, transfer or delegation by You will be null and void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

5.5 Export Administration . You will comply fully with all relevant export laws and regulations of the United States, including, without limitation, the U.S. Export Administration Regulations (collectively " Export Controls "). Without limiting the generality of the foregoing, You will not, and You will require Your representatives not to, export, direct or transfer the Program, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.

5.6 Third Party Links. In connection with the Authentication Service, payment processing services, or otherwise, Imagenomic may provide links to other websites or online services not within Imagenomic's control, including via hyperlinks and framing technology (each a "Linked Resource"). Imagenomic has no discretion to alter, update, or control the content on a Linked Resource, and is not responsible if any Linked Resource is not working appropriately. You acknowledge and agree that Imagenomic is not responsible for the availability of Linked Resources and is not responsible or liable for any content, advertising, products or other materials on or available from such Linked Resources. Imagenomic will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any Linked Resource. IMAGENOMIC IS NOT RESPONSIBLE FOR (A) ANY CONTENT PROVIDED ON LINKED RESOURCES; OR (B) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED RESOURCE.

5.7 Entire Agreement . This Agreement (including the Privacy Policy) constitutes the entire agreement between the parties and, other than any Imagenomic standard form customer agreement signed by the parties, supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. In the event of a conflict between the terms of this Agreement and a signed Imagenomic standard form customer Agreement, the terms of the signed customer agreement will control. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage or custom will be deemed to amend or modify this Agreement. It is expressly agreed that the terms of this Agreement will supersede the terms in any of Your purchase orders or other ordering documents.

BY (I) CLICKING ON THE "CONTINUE" BUTTON BELOW, OR (II) DOWNLOADING, INSTALLING AND/OR USING THE PROGRAM AFTER CLICKING ON THE "I ACCEPT" BUTTON BELOW , YOU ACKNOWLEDGE THAT (1) YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY, (2) YOU AGREE TO BE BOUND BY THIS AGREEMENT, (3) THE INDIVIDUAL SO CLICKING OR DOWNLOADING, INSTALLING AND/OR USING THE PROGRAM HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOU AND, (4) BY SO CLICKING OR DOWNLOADING, INSTALLING AND/OR USING THE PROGRAM, THIS AGREEMENT CONSTITUTES BINDING AND ENFORCEABLE OBLIGATIONS OF YOU.

Third-party Licenses:

OpenCV

Licensed under the Apache License 2.0

https://github.com/opencv/opencv/blob/master/LICENSE

Third party copyrights are property of their respective owners.

Last updated: 2022-10-17