This Agreement (the “Agreement”) is entered into between JIUN Corporation (“JIUN”) and the Reseller, as follows:
Whereas, JIUN has developed, owns, and licenses SonicDICOM version 2 and SonicDICOM Media Viewer version 2;
The Reseller understands that the Product shall not be used 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 the Product for diagnosis;
and The Reseller is obliged to investigate and identify whether such pharmaceutical or similar approvals are required in order to use the Product for diagnosis in the state, country or jurisdiction where the Reseller wishes to resell the Product, and the Reseller agrees that it must, before reselling the Product to the end user(s) of the Product (the “Customer(s)”), identify and explain to each prospective Customer of the Product these requirements;
and The Reseller wishes to resell the Product to the Customers, and it is agreed:
The Reseller is hereby appointed as a non-exclusive reseller of the Product pursuant to this Agreement. The Reseller accepts this appointment, and agrees to serve as a reseller of the Product to the Customers as provided herein. The Reseller understands and shall inform each Customer that the use of the Product is dependent upon each Customer agreeing and adhering to the License Agreement with JIUN, where applicable. The Reseller must inform each Customer that the Product should not be used 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 the Product for diagnosis.
This Agreement is not exclusive to the Reseller, and JIUN reserves the unrestricted right to sell, license, market and distribute the Product and to grant to other persons other than the Reseller at its absolute discretion the right to sell, license, market and distribute the Product anywhere in the world, provided that if any prospective Customer contacts JIUN directly, then JIUN may introduce that Customer to the Reseller at JIUN’s absolute discretion.
2.1 The Reseller is hereby authorized to grant to the Customers a limited, non-exclusive, non-transferable, and non-assignable license to download the Product from the SonicDICOM website URL (https://sonicdicom.com/). The Reseller shall have the right to sub-license the Products to Customers pursuant to the terms and limitations of this Agreement. Each sub-license granted by the Reseller shall also be subject to the provisions of the License Agreement between JIUN and the Customers.
2.2 The Reseller is prohibited from and shall not have any rights to create any derivative works or make any translations of the Products, in whole or in part, and shall not disassemble, decompile, reverse assemble, reverse compile, recompile or make extracts from such Products.
2.3 No License is granted for any use or reproduction of the Product, in whole or in part.
3.1 The Reseller shall order the Product by using the Order Form.
3.2 JIUN shall send the Reseller an invoice promptly and within a reasonable time after receipt of the Reseller’s order.
3.3 Payment shall be made by the Reseller to JIUN with PayPal or bank transfer.
3.4 JIUN shall issue the password to the Reseller within 2 business days after confirming the payment for the Product and receiving the report of Customer’s Information and the Request Form of Commercial License.
4.1 JIUN shall provide support to the Reseller only by e-mail without any additional cost to the Reseller.
4.2 JIUN shall not be obliged to provide any direct support to the Reseller’s Customer.
4.3 The Reseller shall provide any and all necessary support to the Customer at the Reseller’s sole expense.
4.4 JIUN provides 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, updates of the Product to versions 2.1, 2.2 and other subsequent sequential updates of that major version in that series shall be provided to the Customer without any additional charge. However if the major version of Product is upgraded to version 3.0, then the Product is considered to be a new Product and an additional fee will be required to be paid by the Reseller to JIUN.).
4.5 If the major version of the Product is changed to another major version, all and any support for the previous major version 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 earlier 2.0 major version of the Product (including all updates of that major version of 2.0, such as 2.1, 2.2, and any other subsequent sequential updates of that major version in that series) shall be provided for a period of only three years from date of the release of the next in sequence major version of the Product, that is to say, from the date of release of the major version of 3.0 of the Product.
4.6 JIUN may provide additional options or functions of the Product, which additions will require the Reseller to pay additional fees to JIUN.
4.7 JIUN shall provide the Reseller a newsletter or other communication, at its discretion, about any updates, upcoming feature previews, and other important information.
5.1 The Reseller may use the Product for demonstration purposes only with the express prior written approval of JIUN.
5.2 In order to use the Product for demonstration, the Reseller must send to JIUN the Request Form of Demonstration License.
5.3 JIUN shall then consider the information provided by the Reseller in the Request Form to decide whether to approve or not approve the Reseller’s request at its absolute discretion
5.4 The Reseller agrees to limit the number of studies and the number of accounts to be used by it for the purposes of the demonstration to a reasonable and not excessive range. The Reseller agrees that JIUN has the right to limit the number of such studies and accounts to a reasonable range to be determined at JIUN’s absolute discretion.
5.5 The Reseller must report the results of the demonstration in the Request Form within one month from the end date of the demonstration stated in the Request Form. If the Reseller does not report the results within two months of the end date of demonstration, JIUN considers that the Reseller has no intention of making any report on the results of the demonstration, and the Reseller agrees that JIUN has the right to claim moneys from the Reseller equivalent to the full price of the Product before any discount, and the Reseller hereby agrees to pay this amount to JIUN within 10 days of JIUN’s demand for it.
JIUN has the right to modify, alter, amend or delete any portions or parts of the Product at any time at its absolute discretion. Reseller may not alter, merge, modify or adapt the Product in any way, including by reverse engineering, disassembling or decompiling.
7.1 JIUN retains all ownership rights to all applicable copyrights, trade secrets trademarks, service marks, trade names and other intellectual property rights in the Product. The Reseller shall not copy, modify or reproduce the Product or accompanying documentation in any way, nor may it reverse engineer, disassemble, or decompile the Product, nor remove, obscure or alter JIUN’s proprietary notices, any accompanying License Agreement or other documentation for or relating to the Product. Any documentation accompanying a software product shall also be deemed to be part of the Product and must be delivered by the Reseller to each Customer as a complete Product.
7.2 JIUN grants the Reseller a non-exclusive, royalty-free license to use JIUN’s trademarks, service marks, and trade names for the purpose of advertising, promoting, merchandising and marketing the Product. The Reseller will discontinue all use of JIUN’s marks, names and all other indicia of its brand promptly upon the termination or expiration of this Agreement.
8.1 When the Reseller recognizes or detects the unauthorized use of the Product by any illegal user, the Reseller must immediately notify JIUN of this event in writing and the Reseller shall take all measures necessary for bringing all such unauthorized use by any illegal user to an end.
8.2 JIUN shall not be liable for any loss or damage incurred or any claim or demand made against the Reseller and the Customer whatsoever arising out of the unauthorized use of the Product by any illegal user.
9.1 The Reseller’s agrees that its only remedy against JIUN under this Agreement or otherwise for any claim shall be limited to the following: JIUN shall repair the defect within a reasonable period of time, 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.
9.2 JIUN shall not be liable for any loss, damage incurred or any claim or demand made against the Reseller or the Customer whatsoever arising out of the ordinary and proper use or any other use of the Product.
9.3 The Reseller agrees to indemnify JIUN and to hold JIUN harmless from and against any loss, damage, claim or demand whatsoever arising out of the Reseller’s activities, including but not limited to any express warranties or representations made by the Reseller, its agents or employees, that are not part of the written warranty, and that are not approved specification of the Product. The Reseller agrees to be obliged to properly investigate whether any pharmaceutical, medical or other similar regulatory approval or approvals are required in order for the Customer to use the Product for diagnosis in the state, country or jurisdiction where Reseller wishes to resell the Product, and agrees to indemnify JIUN from and against any loss, damage, claim or demand whatsoever arising out of lack of pharmaceutical, medical or other similar regulatory approvals.
9.4 Reseller agrees that with respect to the Product, Reseller shall neither give nor make any other or different warranty or representation as to the quality, merchantability, fitness for purpose, or any other feature of Product, other than those that have been expressly made in writing by JIUN and that are within the Product manual.
It is expressly understood and agreed that the relationship between the parties is solely that of “Seller” and “Reseller”. The Reseller is not and shall not be a partner, agent, representative or joint-adventurer of or with JIUN. The Reseller has no authority to assume or create any obligation, or any estoppel or other legal, equitable or restitutionary obligation whatsoever for or on behalf of JIUN, express or implied, with respect to the Product or otherwise.
11.1 The Term of this Agreement is a period of one (1) year from the effective date.
11.2 This Agreement may be terminated by JIUN if Reseller does not pay the amounts owing to JIUN by the Reseller within 30 days of their respective due dates.
11.3 If JIUN has reasonable grounds to suspect that the Reseller’s promises, information (such as the Customer’s Information), or reports (including but not limited to reports of demonstration) are inaccurate or otherwise breach of this Agreement, JIUN may terminate this Agreement at its absolute discretion, and pursue any appropriate legal or other remedies.
11.4 The expiration or termination of this Agreement for any reason whatsoever shall not discharge or relieve either party from any obligation that accrued prior to such expiration or termination, and shall not relieve any party that has breached this Agreement from liability for damages resulting from such a breach. Further, the expiration or termination of this Agreement for any reason whatsoever shall not destroy or diminish the binding force and effect of any of the provisions of this Agreement that expressly, or by reasonable implication or imputation, come into effect or continue to have effect on or after expiration or termination of the Agreement.
The Reseller shall be exclusively responsible for the procurement and renewal of all export or import licenses required under foreign law for the export or import of the Product, and shall be solely and exclusively responsible for the timely payment of all costs and other expenses (including taxes) in connection with such procurement and renewal. The Reseller agrees to comply with any applicable export or import laws of any foreign country or jurisdiction with respect to the export of the Product from Japan. The Reseller shall be solely and exclusively responsible at its own expense for compliance with all domestic or other laws, legislative, administrative, decisional or arising otherwise, relating the Product in the states, countries or jurisdictions in which the Reseller sells the Product.
This Agreement and its validity, construction and effect shall be governed by laws of Japan. All disputes arising between the parties in regard to this Agreement shall be finally and conclusively settled by arbitration in Japan under the arbitration rules of the Japan Commercial Arbitration Association.
14.1 This Agreement supersedes all prior agreements, proposals, representations and communications between the parties relating to the subject matter herein. In the case of conflict between this Agreement and the Reseller’s purchase orders issued for the Product, the terms of this Agreement shall prevail.
14.2 The Reseller and JIUN agree that this Agreement, and the Product, including all information related to the Product, that is disclosed to the Reseller as a result of this Agreement, (1) constitute the proprietary and confidential information of JIUN; (2) shall be used by the Reseller only as required to exercise the license granted under this Agreement; and (3) shall be held in confidence and shall not be made available in any form to any person or entity other than the Reseller, without the express written consent of JIUN. JIUN agrees that the Reseller shall be permitted to disclose relevant aspects of the Product and related information about JIUN to any Customer, but solely to the extent that such disclosure is directly related to the Customer’s use of the Product, and provided that the Reseller shall take all reasonable steps to ensure that the Product is not copied, duplicated or otherwise reproduced in whole or in part, in contravention of the Agreement.
This Agreement shall be effective as and from the date JIUN and the Reseller enter into this Agreement.