This License Agreement (the “Agreement”) constitutes a valid and binding agreement between JIUN Corporation (“JIUN”) and you (the “Customer”) for the use of SonicDICOM system software for medical application (the “Product”), as the terms are defined below. By downloading and using the Product, the Customer unreservedly enters into this Agreement and agrees to abide by all of its terms. The Customer hereby acknowledges and agrees that it is an express condition of this agreement that the Product should not be used for diagnostic purposes in any country, state or other jurisdiction where pharmaceutical or other similar approvals, such as those granted by bodies such as the FDA, CE, HIPAA, or other regulatory bodies of any kind are required in order to use the PRODUCT for diagnosis.
BY DOWNLOADING AND USING THE PRODUCT, THE CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF THE CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE CUSTOMER IS NOT PERMITTED TO DOWNLOAD OR USE THE PRODCUCT.
Subject to the terms of this Agreement, JIUN hereby grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and non-assignable license to download and use the Product.
2.1 Notwithstanding anything to the contrary, the Customer may not: (1) use the Product for diagnostic purposes in any state, country or jurisdiction where pharmaceutical or other similar approvals such as those granted by bodies such as the FDA, CE, HIPAA, or other regulatory bodies of any kind are required in order to use Product for diagnosis; (2) permit or let any third person to use the Product; (3) remove any proprietary notices or any copy of such notices from the Product; (4) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Product; (5) sell, assign, rent, lease, act as a service bureau, or grant rights in or to the Product or any part of it, including, without limitation, through sublicense, to any other entity; (6) use the Product for the benefit of any third party, or charge any person for the use of the Product; (7) use the Product with the aim or intention to violate or in any way that would constitute a violation or an attempt to violate any applicable law, statute, regulation, ordinance, or rule, whether legislative, administrative, decisional, or of any kind; (8) use any type of bot, spider virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, trap door, time bomb or any other code or instruction designed to be used to provide or that has the effect of providing a means of surreptitious or unauthorized access, or that are designed to distort, delete, damage or disassemble the Product. Furthermore, the Customer may not use the Product to develop, generate, transmit or store information that: (a) infringes any third party’s intellectual property or other proprietary right or interest; (b) is defamatory, harmful, abusive, obscene or hateful; (c) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Product; (d) results in or contributes to the performance of any unsolicited commercial communication not permitted by applicable law; (e) results in or contributes to any harassment or violation of privacy, or the threatening of other people or groups of people; or (f) results in or contributes to the impersonation of any other person, or the theft or assumption of any person’s identity.
2.2 The Product contains confidential and trade secret information owned or licensed by JIUN, and the Customer agrees to take reasonable steps at all times to protect and maintain the confidentiality and secrecy of such information.
2.3 All modifications or enhancements to the Product remain the sole property of JIUN. JIUN reserves the right to add additional features or functions to the Product with or without additional fees to be paid by the Customer to JIUN.
The Product contains proprietary and confidential information of JIUN, including copyrights, trade secrets and trademarks contained therein. Title to and ownership of the Product, including, without limitation, all intellectual property rights in and to the Product are and shall remain the exclusive property of JIUN. Except for the limited license granted to the Customer, JIUN reserves all right, title and interest in and to the Product. The Customer shall not take any action to jeopardize, limit or interfere with JIUN’s ownership of and rights with respect to the Product. Customer acknowledges that any unauthorized copying or other unauthorized use of the Product is a violation of this Agreement, and of applicable copyright and other laws and is strictly prohibited.
4.1 This Agreement is effective as of the time and date the Customer accepts this Agreement.
4.2 JIUN may terminate this Agreement without reservation or penalty if it determines in its absolute discretion that the Customer has failed to comply with or has the intention to not comply with the strict terms and conditions of this Agreement.
4.3 Upon termination of this Agreement for any reason, any and all of the Customer’s licenses and rights to use the Product shall terminate automatically.
5.1 If the Customer purchases or is provided the Product by the Reseller, all and any technical or product support provided for the Product will be provided by the Reseller, and support for the Product will not be provided directly by JIUN.“Reseller” is defined within the Reseller Agreement issued by JIUN and executed and agreed to by the Reseller.
5.2 If the Customer buys the Product from JIUN, all and any technical or product support for the Product will be provided by JIUN through e-mail communication only.
5.3 JIUN shall provide updates of the Product to the Customer without any additional charge, provided that such updates shall be limited to the same major version of the Product (for example, if the major version of the Product is version 2.0, its updates of the Product to versions 2.1, 2.2 and all other subsequent sequential updates of that series, shall be provided to the Customer without any additional charge, however when the major version of the Product is upgraded to version 3.0, then it is considered to be a new Product and additional fees will be required to be paid by the Customer to JIUN.)
5.4 If the major version of the Product is changed to another major version, all or any support of previous major versions of the Product shall be provided for a period of three years from the release date of the new major version. For example, if the major version of the Product is changed from 2.0 to 3.0, the support for the 2.0 major version of the Product (including all updates of that version of 2.0, such as 2.1, 2.2, and any other subsequent sequential updates of that series) shall be provided for a period of only three years from the date of the release of the subsequent next major version of the Product, that is to say, from the date of release of the major version of 3.0 of the Product.
6.1 The Customer agrees that its only remedy against JIUN under this Agreement or otherwise, for any claim of defects or alleged deficiencies in the Product shall be limited to the following; JIUN shall repair the defect within a reasonable period of times, to the extent that the defect comes within the definition of “Defects” expressly identified in the Product manual issued by JIUN and which defect is caused by the ordinary use of the Product by the Customer according to the Product manual.
6.2 The Customer agrees that there are no other warranties, claims or representations made by JIUN, either express or implied, with respect to the Product, including warranties of quality, merchantability, fitness for any purpose, or any other feature of the Product.
6.3 JIUN shall not be liable to the Customer or any party for any loss, damage, claim or demand whatsoever arising out of the use of the Product by the Customer or any other person, or by reason of the Customer’s use of the Product for diagnostic purposes in any country, state or other jurisdiction where pharmaceutical or other similar approvals are required in order to use the Product for diagnosis.
The Customer acknowledges and agrees that by clicking on the button labeled “I ACCEPT the Agreement”, as may be designated by JIUN to download the Product, it unreservedly accepts and agrees to all of the terms and condition of this Agreement, and that the Customer is submitting a legally binding electronic signature and is entering into a legally binding contract. The Customer acknowledges that the Customer’s electronic submissions constitute agreement and intent to be bound by this Agreement and all of its terms. Pursuant to any applicable statues, regulations, rules, ordinances or other law, THE CUSTOMER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE PRODUCT. Further, the Customer hereby waives any rights or requirement under any statues, regulations, rules, ordinances or other laws in any jurisdiction that requires an original signature, or delivery or retention of non-electronic records.
JIUN may modify this Agreement at its absolute discretion by posting the revised Agreement on its website, located at https://sonicdicom.com/. The Customer’s continued use of the Product shall constitute the Customer’s acceptance of and agreement to such a revised Agreement and all of its terms. The Customer may not assign this Agreement or any rights under it. Nothing in this Agreement shall constitute a partnership, agency or similar relationship, or joint venture between the Customer and JIUN. The Customer agrees that this Agreement shall be governed by and construed in accordance with the laws of Japan. The Customer further agrees that all disputes arising between the parties in regard to this Agreement or any issue arising under or from it shall be finally and conclusively settled by arbitration in Japan under the arbitration rules of the Japan Commercial Arbitration Association.