Any software listed in the Order is licensed, not sold, to Buyer. The use of the term “Buyer” shall not be construed to grant ownership rights to any Buyer of Haag-Streit who has purchased a license to use Haag-Streit’s proprietary software. Any software listed in the Order proprietary to a third party supplier is provided to Buyer subject to the terms and conditions established by the third party supplier. Haag-Streit provides Limited Warranty support for its software as described in Section 8 of these terms and conditions.
a. General Software Terms. This Section 7(a) sets forth the terms that govern the use and licensing of Haag-Streit proprietary software. Additional software-specific terms are set forth in Section 7(b) (“EyeSuite Software License”) and Section 7(c) (“VRmagic Software License”). By using any Haag-Streit proprietary software, Buyer accepts these terms and conditions.
i. Non-Exclusive License. Haag-Streit grants Buyer a non-exclusive license to use any Haag-Streit software product listed in the Order on the number of individual workstations or view-stations identified in the “Quantity” column on the Order. If Buyer intends to install Haag-Streit software on a LAN or other system such that it may be accessed by multiple workstations or view-stations, Buyer must acquire licenses in a quantity equal to the number of workstations or view-stations connected to the LAN or other system.
ii. No Copies or Modifications. Buyer shall not make any copies of the software, other than back-up or archival copies. Buyer shall not modify, alter, adapt, merge, decompile, disassemble or reverse engineer the software.
iii. No Transfer of License. Buyer may not transfer the license of Haag-Streit software to a third party, unless Buyer receives the prior written consent of Haag-Streit. In no event is Buyer permitted to grant any sublicense to use Haag-Streit software to a third party or otherwise make Haag-Streit software or the use of Haag-Streit software available to any other person without the written consent of Haag-Streit.
iv. Perpetual Licenses. Licenses to use Haag-Streit software are perpetual, except that Haag-Streit reserves the right to terminate any license if Buyer breaches the license terms described in this License Agreement.
v. Buyer is Government Entity. If the Buyer is an agency of the United States Government, notice is hereby given that all Haag-Streit software is a commercial product, not developed at Government expense, provided with RESTRICTED RIGHTS and use, duplication and disclosure by the Government are limited as set forth under DFARS 252.227-7013 or FAR 52.227-19, or any successor provisions, as applicable.
vi. HAAG-STREIT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIRD-PARTY SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. HAAG-STREIT SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, CONSEQUENTIAL, PUNITIVE OR OTHERWISE, RESULTING FROM BUYER’S USE OF OR INABILITY TO USE THE THIRD-PARTY SOFTWARE, OR ANY DEFECT THEREIN.
vii. Limited Warranty. Haag-Streit provides the Limited Warranty for Haag-Streit software as described in Section 8, which may include issuance of Software updates at no additional charge; otherwise, Haag-Streit assumes no obligation to provide any updates to its software. During or after the warranty period, Haag-Streit may issue optional software upgrades that contain new or enhanced functionality, and additional fees may apply if Buyer elects to install such upgrades.
b. EyeSuite® Software License. In addition to the terms set forth in Section 7(a), the terms set forth in this Section 7(b) specifically govern the licensing of the EyeSuite® proprietary software (“EyeSuite® Software”) accompanying Buyer’s purchase from Haag-Streit or its authorized dealer of a new, unused Lenstar® or Octopus® product (“Product”).
i. EyeSuite® Software License. The EyeSuite® Software is licensed, not sold, to Buyer. Any other software proprietary to a third party supplier included with a Lenstar® or Octopus® product (the “Product”) is not licensed under this Agreement, is not included within the capitalized term “EyeSuite® Software” and is provided to Buyer subject to the terms and conditions established by the third party supplier, as further set forth in Section 7(b)(iv)-(v) below. The Limited Warranty in Section 8 to these Terms applies to the Product.
ii. Computer, Product, and EyeSuite® Software. EyeSuite® Software is required on a computer physically attached to the Product (the “Control Computer”) in order to utilize the Product. The EyeSuite® Software is also capable of being installed on compatible personal computers (provided by Buyer) other than the Control Computer, for the purpose of viewing and analyzing data collected by the Control Computer (each such additional computer being referred to as a "view station"). The Control Computer is provided with pre-installed EyeSuite® Software by Haag-Streit and is installed together with the Product. Haag-Streit grants to Buyer a non-exclusive, non-transferable license to use the EyeSuite® Software on the Control Computer and on as many view stations as desired (solely for its internal use in connection with Product-generated data), provided that the number of initial view station installations is reported at time of installation. Buyer shall restrict use of the Product and the EyeSuite® Software to its employed or on-staff, properly trained medical personnel. No subsequent Control Computer or view station installations of EyeSuite® Software are permitted without obtaining additional licensing from Haag-Streit (fees may apply). Buyer shall not make any copies of the EyeSuite® Software except for authorized view station installations and a reasonable number of back-up or archival copies, and the copyright and other proprietary notices included in the Software shall be included in all copies. If after purchase, Buyer decides to use the EyeSuite® Software at any additional view station, please contact Haag-Streit at (888) 849-8923 for additional licensing.
iii. Third-Party Software. Haag-Streit may install software applications owned by third parties ("Third-Party Software") along with the EyeSuite® Software, or any other licensed Haag-Streit software, on the computer system that the Buyer has designated. In such a case, Third-Party Software is licensed to Buyer by the applicable manufacturer or distributor and not by Haag-Streit. Upon request, Haag-Streit will provide to Buyer copies of applicable license agreements for Third-Party Software, or the Internet addresses from which they can be obtained. Buyer authorizes Haag-Streit to accept the applicable third-party license agreements on Buyer’s behalf by clicking "Accept" or other appropriate means at the time of installing the Third-Party Software on Buyer’s computer, and Buyer agrees to comply with all third-party license terms. Haag-Streit does not provide configuration, training, software updates or any other services for Third-Party Software beyond the initial setup for connectivity to Eyesuite®, if required.
c. VRmagic Software License. In addition to the terms set forth in Section 7(a), the terms set forth in this Section 7(c) specifically govern the licensing of all proprietary software originally distributed by VRmagic, Inc. (“VRmagic Software”) that may accompany Buyer’s purchase from Haag-Streit or its authorized dealer.
i. Limitations on Use. Buyer may only install and use VRmagic Software on or with VRmagic products. Buyer may not uninstall any VRmagic Software that is pre-installed on a VRmagic product. Use of the VRmagic Software is limited to the site where the VRmagic product is located with which the VRmagic Software is used. Buyer may not license, market, distribute, sell, rent, lease, lend, redistribute, transfer, disclose, reproduce, copy or sublicense the VRmagic Software or any portion thereof. Buyer may not copy the VRmagic Software except to make archival or backup copies, provided that the backup copy must include all copyright or other proprietary notices contained on the original. Buyer may not copy the related explanatory written materials.
ii. Restrictions on Transfer and Removing Product Identification. Buyer may not transfer or assign this license or any other rights to, or make available or accessible, the VRmagic Software and related explanatory written materials to another person or legal entity and any such transfer or assignment shall be void. Buyer may not remove any product identification, trademark, copyright, patent or other notices or markings contained in or on the Software, or publish or disclose the results of any benchmarking or comparison of the features, functionalities or performance of the Software compared to any other software or system. Buyer shall not allow any other person, including any employee of Buyer’s company, to take any of the actions prohibited in this Section 7(c)(iii). Upon request by Haag-Streit, Buyer shall certify to Haag-Streit that the use of the Software is and has been in material compliance with this Agreement.