This End User License (“EUL”) applies to Your Use of Products manufactured by Medicus Engineering (“Medicus”). “You”/“Your” means the individual or legal entity Using the Equipment and/or Software. “Products” means Equipment, Software and related documentation manufactured or provided by Medicus. “Equipment” means equipment, manufactured by Medicus, to which this EUL pertains. “Software“ means the Medicus computer programs (including any future upgrade made available by Medicus) available as part of or in connection with the Equipment. “Data” means data generated by or originating from the Products. “Storage” means the storage of Data at the third party service provider selected and contracted by Medicus. “Use“/“Using” means the use of the Equipment and/or Software in accordance with and subject to the terms of this EUL and any other contract or document pertaining to the Equipment and/or Software.
1. ACCEPTANCE You agree to be bound by the terms of this EUL by Using the Products. If You do not agree to the terms of this EUL, You shall not Use the Products.
2. LICENSE GRANTED Upon purchasing Products from Medicus or a source authorized by Medicus, and subject to compliance with all terms and conditions set forth in this EUL (and, to the extent relevant, any contract on the purchase of Equipment), Medicus grants You (on an as-is basis) this non-exclusive, transferable (to the extent permitted by any document or contract related to the purchase of the Equipment), royalty free, limited right to use the Software. Software may be used only in the Equipment which such Software accompanies. Software, including parts thereof, shall not be used on more than one piece of Equipment. Nothing herein shall be deemed to constitute a right for You to distribute or copy the Software save for loading the Software into Your Equipment’s temporary memory or executable non-volatile storage for purposes of using the Equipment. Any right not expressly granted under this EUL is reserved expressly by Medicus. Save if other terms are provided, the license granted here under shall apply to updates and upgrades of Software provided by Medicus. Without limiting the generality of the forgoing, You may not (i) divulge (entirely or partially), copy, modify, edit (in the widest sense of the word) the Software, (ii) cause or permit reverse engineering, decompilation or disassembly of the Software, (iii) modify, translate, deencrypt, arrange, adapt, correct, or make derivative works or other alterations to the Software or any part hereof, (iv) remove, modify, replace or otherwise tamper with or conceal Product markings, notices or other identification tag or notice of Medicus’s intellectual or proprietary rights.
3. OWNERSHIP Medicus retains ownership to any and all intellectual property rights and other intangible rights in and to the Products. Any invention, improvement or other modification developed under or in connection with the Equipment and this EUL shall rest solely with Medicus. Nothing in this EUL shall be deemed to constitute or imply any transfer of ownership of any intellectual property rights or other intangible rights.
4. COLLECTION, STORAGE AND USE OF DATA Medicus may collect, analyse and use Data, including for the purpose of evaluating of Product performance, quality, maintenance levels and other operational parameters and for general product performance assessments, product quality updates, improvements, developments and modifications, and for marketing/communications purposes (in an unidentifiable form) as deemed relevant by Medicus. Data will be stored at the Storage [at the cost of Medicus]. Storage may be located in the United States of America or otherwise be subject to U.S. export control jurisdiction. Both parties must comply with all applicable laws. Medicus shall not be liable for any loss of data and/or data reconstruction costs occurring while in or under way to or from Storage or as a consequence or result of Storage.
5. WARRANTIES AND LIABILITY In this EUL Medicus does not provide any warranties on the functionality, use, accessability, performance, correctness, storage, or correction or any other matter in respect of or in relation to the Products. All applicable warranties shall be as stated in the contract under which the Products have been purchased by You and any and all claims shall be set forth under such contract. Nothing herein shall be deemed to imply that Medicus accepts direct liability towards You (save as provided for in a specific purchase contract) nor that Medicus provides any additional or supplementary warranties or extends liability above or beyond what has been agreed in the purchase contract according to which the Products have been purchased by You. To the widest extent possible (subject to what may be agreed between you and Medicus in the contract under which the Products have been purchased) Medicus disclaims any and all liabilities, including liability any indirect or consequential loss or damage, loss of profit, loss of operation, loss of goodwill, loss of data (including reconstruction), and loss of business.
6. TERM This EUL shall remain effective for as long as the Products are in Use by You or until terminated. You may terminate this EUL at any time by ceasing Use. This EUL will terminate immediately and without prior notice if You breach the terms of this EUL. Upon termination (for whatever reason), You shall destroy all copies of Software in your possession or control. Upon termination, Medicus, to the extent possible, retains the right to unilaterally and without any forgoing notice, remotely terminate access to the Software and thereby render Use impossible.
7. EXPORT CONTROL AND SANCTIONS Both You and Medicus must comply with all applicable laws, including the U.S. Export Administration Regulation, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments. You shall not use the Products in any way that violates or, directly or indirectly, may cause Medicus to violate any of the forgoing or any other applicable law. If You are subject to international restrictions or sanctions in trade (e.g. by way of listing on the US S.D.N. list), You shall not Use the Products.
8. GOVERNING LAW If You are a party to an agreement with Medicus in respect of the Products pertaining to this EUL, the choice of law and venue set forth in such contract shall apply. If you are not a party to a contract with Medicus in respect of the Products pertaining to this EUL, this EUL shall be subject to the laws of Denmark. Any dispute shall be finally settled by arbitration in Copenhagen under administration of the rules of procedure adopted by the Danish Chamber of Commerce on the date of referral of such dispute.
9. OPTION TO INCREASE FUNCTIONALITIES The Products may contain a number of additional functionalities that, subject to a separate Vagus Cloud Agreement, may be accessed. Please contact Your local Medicus representative to enquire further on the Vagus Cloud functionalities.