2022-01-14

End User Licensing Agreement

Licensor:
Acer Medical Inc. (Hereinafter referred to as the “AMED”, “we” or “our”)

Licensed software name:
“Acer Medical” VeriSee DR (hereinafter referred to as “this product” or “product”)

Licensed user:
(Hereinafter referred to as “you”)

IMPORTANT: 

  1. BY INSTALLING OR USING THIS PRODUCT BY YOU OR THE ENTITY YOU REPRESENT, YOU HAVE READ THIS AGREEMENT AND OUR PRODUCT STATEMENT IN DETAIL AND UNDERSTOOD AND AGREED WITH ALL TERMS HEREOF.
  2. IF YOU DISAGREE, YOU WILL NOT BE ALLOWED TO TEST, INSTALL OR USE THIS PRODUCT.
  1. Preamble
    1. This product is a software that you can install on a device or use with an online service to start a specific function.
    2. You can read and accept the terms hereof through the paper copy hereof provided by our agents or distributors, the electronic version on our website or pop-up during installation procedure.
    3. The following agreement (“agreement”) sets forth the terms and conditions under which AMED or an affiliate licensor is willing to (a) license the product and accompanying documentation (if any) or (b) to provide the “support services” to “you” as an individual user or an authorized representative of an entity. By accepting this agreement, you are entering into a binding legal contract with AMED. The terms and conditions of the agreement then apply to your use of the product and the related services.
    4. You must read and accept this Agreement before installing or using this product. You must have at least the legal age of majority in your country to be eligible to agree to the terms hereof. If you obtain the product on behalf of an entity, you shall be duly authorized and agree with this Agreement.
    5. Please print or save an electronic copy of this agreement for your records.
  2. Licensing Relations, Conditions and Restrictions on Use
    1. You purchase (or subscribe for) this product directly from AMED or through our distributors, agents or suppliers legally licensed by AMED, or download the product from a mobile application platform.
    2. Licensing conditions: We grant you a non-exclusive, non-transferable, and non-sublicensed right of installation and use for the license period of the product (as defined in Article 3 hereof) for use in a manner determined by invoices, receipts, order confirmations or other documents.
    3. Limitations on use: 
      1. This product is only for your internal use. You shall not claim for transferring, lending, copying, selling or leasing this product.
      2. You shall not attempt to reverse engineer, decompile, modify, translate, disassemble, find source code or develop derivative works of the product, in whole or in part.
      3. You agree not to encourage any act that may constitute a criminal offense, or any act that may affect the use of this product by others, or use this product or service to track or monitor the whereabouts of any person, infringe upon the privacy or personal data of others without their permissions.
      4. You are allowed to use the product only within the territory where it is licensed or distributed by AMED, or where it gets legal permission by local authorities.
    4. AMED reserves all rights to take reasonable actions to prevent unauthorized access to or use of the product or service, including termination of contract.
  3. License Period
    1. Your subscription period shall be effective from the date when we install and activate the product at the location you specify, or when you obtain serial number/registration information for the product, or when you download and activate the product. You shall not claim to AMED for a delay in license expiration date on the ground that the installation, registration and use are not performed when the product is able to activate.
    2. After the end of the subscription period, you shall purchase a new subscription to the product, so that you can continue to use and operate the software after the subscription period and continue to receive the subscription services described above. Updates to this product and its updates during the subscription period may require additional fees and/or different licensing terms.
    3. If there is an agreement between you and AMED on trial use or free use of the product, the license period shall be based on the agreement of both parties on a case-by-case basis.
    4. When you obtain the consent of AMED or our legally licensed agent to try the product, if you buy the user license of the product at any time before the expiration of trial period, you will be deemed to have waived the remaining trial period and it is irrevocable. To the maximum extent permitted by law, the trial use of the product and related documentation for testing purposes are provided only “as is” and without any warranty of defects.
  4. Customer Service
    1. During the license period, users who are effectively licensed to use the product shall contact AMED during business hours in case of defects or obstacles to use of this product.
  5. Scope of Application and Exclusion
    1. The terms hereof apply to all technical support services provided to you in connection with the license you have subscribed for, including the use of or connection to AMED or other third-party tools or solutions (support tools). The support tools and related services are provided “as is” to you for use free of charge and without warranty.
    2. To the maximum extent permitted by law, AMED, its affiliates and agents declare and exclude any promises and warranties expressed by the aforementioned third-party support tools or implied by regulations, common law, business practice and transaction process.
  6. Intellectual Property Rights and Restrictions on Use
    1. This product is licensed for use, not for sale, and it shall not be arbitrarily transferred to a third party for use without AMED’s consent, and also you agree not to allow a third party to use this product or enjoy its functions through time sharing, service bureau or other arrangements.
    2. AMED owns all product-related rights and the related intellectual property rights such as copyrights, patents, trademark rights, service marks and trademarks. This product and the services and documents in connection with it are the property of AMED and protected by copyright law, trade secrets act, patent law of Taiwan or other countries and international treaties. You only obtain the rights within the effective scope of licensing. AMED reserves all rights not expressly granted to you hereunder.
  7. Limitation of Liability 
    1. Neither AMED nor its agents shall be liable for your claims under the following circumstances:
      1. Any loss that cannot be reasonably foreseen at the time of signing this Agreement;
      2. Any kind of consequential damages, special damages, incidental or indirect damages, loss of revenue or loss of business and the like arising out of or in connection with this Agreement, the product or the subscribed service, provided that AMED has not breached the law.
      3. Any compensate for injury of the third parties arising from your failure to comply with the responsibility regarding personal data protection.
    2. 2. In no circumstance shall the total amount of your claims against AMED, whether in tort, negligence, strict liability for commodity or any other claims, shall exceed the license fees paid or payable by you.
  8. Liability and Warranty of Limited Defects
    1. AMED does not guarantee that the product or its update (if any) is correct, complete, can detect, remove or clear or maliciously or inadvertently obtained programs or files.
    2. This product is provided to you for use “as is” or “available” without warranty of any kind, express or implied, including but not limited to any non-infringement guarantee. We license your use of this product on a commercially reasonable basis, but will not guarantee that you can have access to or use this product at any time or place, or that this product will provide a consistent user experience in any particular geographic area.
    3. Your access to and use of this product are at your sole discretion and risk, and you shall be solely responsible for any damage to your computer or mobile device resulting from your access to or use of this application. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable legal rights, so the above exceptions and limitations may not apply to you.
    4. If you are using this product for general purposes in accordance with AMED’s instructions, manuals and any supporting documents in the opinion of AMED, the following remedies shall be determined for product defects, as the case may be, within one year from the commencement date of the license period stipulated under Article 3 hereof:
      1. Update the file to correct the error;
      2. Help you avoid the error;
      3. Provide a new set of account passwords;
      4. Refund the product-related expenses.
    5. We do not assume limited liability for defects in this product if the defects are caused by your negligence, accident, abuse, or misuse of the product, or by problems or errors arising from the common use of applications that have similar functions or features to the product, or are incompatible with this product.
    6. Defect warranty service is only available in the country or region where you purchased this product. If the defect warranty service is not available in the country or region where the device is located when the defect warranty service is required, AMED may provide you with other support options at an additional cost.
    7. If you require AMED to provide services beyond the scope of our limited liability for defect warranty (including but not limited to value addition, repair, etc.), we may charge fees at our discretion additionally.
  9. Personal Data Protection and Privacy Statement 
    1. On the premise of accepting this Agreement and using any service, you:
      1. agree that you have the right to decide and assume responsibility for whether and how to use this product;
      2. declare that you use this product in a legal way. In case of any violation of this Agreement or relevant laws and regulations, AMED may notify you in advance and suspend or terminate the provision of the product service before you prove that the violation has been corrected.
    2. You shall ensure that if you need to use the personal data of a third party when using the product, the acquisition, processing and use of such data have obtained the consent of the data holder/owner. You shall indemnify AMED against all losses claimed by a third party against AMED arising out of your violation of relevant provisions.
    3. Your use of this product must comply with the relevant data protection laws and regulations and protect the personal privacy of third parties. You shall make your own decisions on how to comply with the relevant laws and regulations and bear relevant legal liabilities. AMED will only provide reasonable and possible assistance within the scope of services to support this product.
  10. Amendments to Agreement 
    1. AMED may amend or supplement this Agreement or the Privacy Statement and publish the version and date of the change on AMED’s official website page without notice.
    2. The amendment or additions shall take effect immediately upon publication on the official website or application. You are responsible for regularly reviewing the changed terms of service on the official website or application. If you disagree with (or fail to comply with) the revised or supplemented terms of service, you agree that your only remedy is to stop using this product. By choosing to continue to access and use this product, you agree to accept the revised terms hereof.
  11. Notices 
    1. We may send you statutory notices and other notices (hereinafter referred to as “notices” but excluding the information in Article 9) related to this product, subscription service or our use of the information provided by you. We will send a notice to your registered email address by internal notice of the product, contact with agents/distributors or email, or publish the notice on our official website.
    2. By accepting this Agreement, you agree to receive the notice only through the aforementioned electronic channels, and acknowledge that you can receive the notice through the website.
  12. Confidentiality 
    1. You acknowledge that the product serial number or registration information has potential value, so you agree to keep the information confidential and not disclose or otherwise make it available to others, and only use it in accordance with the provisions hereof.
  13. Termination 
    1. In case of any material breach which is not cured within 30 days after receiving the notice to require curing from AMED, we will terminate this Agreement in addition to other remedies enjoyed by law.
    2. Upon termination of license hereunder, you must delete or destroy all copies and documents of your software and stop using the software.
  14. General Terms
    1. If any provision hereof is found to be invalid, the validity of other provisions hereunder shall not be affected thereby.
    2. AMED may transfer or subcontract all or part of its obligations hereunder to qualified third parties, affiliates and/or subsidiaries, but the obligations of AMED shall not be exempted for this.
  15. Governing Law and Interpretation of Agreement 
    1. Any and all disputes arising from and in connection with this this Agreement shall be resolved and governed by the laws of ROC, and the matters not covered herein shall be interpreted in accordance with the laws of ROC.
    2. Any dispute arising out of or in connection with this Agreement shall be settled in the Taipei District Court of Taiwan as the court of first instance.

Licensor: Acer Medical Inc. 

Release date: January 2022