PATHOMATION GENERAL SOFTWARE LICENSE TERMS

PMA.CORE; PMA.START; PIMSDX; PIMSLS; PATHOTRAINER

These license terms are an agreement between you and Pathomation or one of its authorised distributors. They apply to the software Products named above and any Pathomation services or software updates (except to the extent such services or updates are accompanied by new or additional terms, in which case those different terms apply prospectively and do not alter your or Pathomation’s rights relating to software or services). You, the user, acknowledge that the Software is the sole and exclusive property of Pathomation or its authorised distributors. Pathomation grants you the right to use the Software as set forth herein, strictly in conformance with the general License terms defined below and any documentation provided by Pathomation for such use and in accordance with the other terms and conditions you have entered into with Pathomation relative to your use of this Software (e.g., purchase contract, Software License and Services agreement, evaluation agreement, pilot agreement, collaboration agreement, etc.).

IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW. BY USING THE SOFTWARE, YOU ACCEPT ALL OF THESE TERMS.

CONTRACT

If Pathomation and the Customer have executed a formal, bespoke written Software License and Services agreement contract signed and dated by authorised signatories of both parties in relation to the provision of goods and services specified in a quotation, the terms of that contract shall apply. Any amendments, cancellation or waiver of these Terms or the Contract must be made in writing and signed by a duly authorised representative of Pathomation.

Where there is a conflict between the documents which constitute the Contract, they shall take precedence in the following order:

– Quotation

– SOW Document (if applicable)

– these Terms  

SALE AND DELIVERY

a) Any Quotation provided by Pathomation to the Customer is only valid for a period of 30 days from the date of issue unless stated otherwise.

b) All purchase orders are subject to acceptance by Pathomation.

c) Prices exclude any applicable sales, value added or similar tax payable by Customer.

d) Unless otherwise indicated on the quotation, prices include shipping and handling charges.

e) Customer may cancel orders for Products (except Custom Products) prior to installation at no charge. Cancellation of orders for Custom Products will be subject to Pathomation’s approval.

f) For Products without installation included in the purchase price, acceptance occurs upon purchase order. For Products with installation included in the purchase price, acceptance occurs when the Product passes Pathomation’s installation and test procedures. If Customer schedules or delays installation by Pathomation more than thirty (30) days after the date of the purchase order, acceptance of the Product will occur on the thirty-first (31st) day after purchase.

g) Payment is due thirty (30) days after Pathomation’s invoice date. Invoices for contractual Support will be issued in advance of the Support period. Pathomation may change credit or payment terms at any time should Customer’s financial condition or previous payment record so warrant. Changes in payment terms are subject to Pathomation approval.

Pathomation may discontinue performance if Customer fails to pay any sum due, or fails to perform under this or any other Pathomation agreement if, after ten (10) days written notice, the failure has not been cured.

Any sum not paid when due according to section a) above will be subject, without prior notice to pay, to a late payment interest charge on the overdue amount at the rate of 1% per month above the Central Bank of Belgium base rate, which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month.

INSTALLATION AND USE RIGHTS

a) General.

You may run one instance of the software to access and interact with digital pathology content to which you have access rights via your assigned license. Software is defined as all programs, routines, codes, compilers, applications, tools, algorithms, APIs and development kits, in whatever form or format Pathomation designates to provide to you in conjunction with Pathomation’s quotation and your purchase order resulting therefrom.

b) Roles and responsibilities at installation

Pathomation will provide you with installation requirements and you will provide the necessary IT infrastructure and access for the Pathomation customer service staff to perform the installation, for software hosted by Pathomation no customer installation is required. Upon successful installation, Customer will sign the Pathomation acceptance form as acknowledgement that installation is complete and accepted by Customer. In the event that Product Integration is included in the scope of a project, Integration will not commence until Pathomation’s receipt of the Installation acceptance form signed by Customer. Integration acceptance means the Product(s) has been successfully integrated in to the Customer environment and substantially meets the integration requirements described in the applicable SOW. In the event that during Integration Pathomation discovers elements or features of the Customer’s environment that were not properly identified to Pathomation or could not have been reasonably known or understood by Pathomation prior to agreement on the applicable SOW, Pathomation may, after the exercise of commercially reasonable efforts complete implementation of an applicable Integration requirement, determine in good faith, and provide Customer with written notice, that such Integration requirement cannot, in whole or in part, be implemented. Upon Customer’s receipt of such notice, that Integration task shall be considered complete. Any such determination by Pathomation shall not reduce the price of the Integration or delay payment by Customer. Customer will sign the acceptance form provided by Pathomation as acknowledgement that the Integration of the Products is complete and accepted by Customer.

c) Pathomation License.

Use of the software requires a Pathomation assigned license. Your access to Pathomation software must comply with the existing terms for the service that apply to you through your or your organization’s subscription software license and services agreement contract. You may lose access to the Pathomation software if your or your organization’s Pathomation License subscription expires or is terminated, or (ii) your license to this software is terminated by your organization.

d) Third Party Software. The software may include third party applications that are licensed to you under this agreement or under their own terms. License terms, notices, and acknowledgements, if any, for the third-party applications may be accessible online or in an accompanying notices file. Even if such applications are governed by other agreements, the disclaimer, limitations on, and exclusions of damages below also apply to the extent allowed by applicable law.

e) PRIVACY TERMS

The software’s privacy statement applies to your use of the software. The software may collect information about you and your use of the software and send that to Pathomation. Pathomation may use this information to provide services and improve Pathomation’s products and services. You may access the general privacy statement General processing of personal data at Pathomation * – Pathomation on the Pathomation website or consult the privacy clause in your Software License and Services agreement contract. Some features of the software provide access to, or rely on, online services. The use of those services (but not the software) is governed by the privacy policies that apply to you through your or your organization’s subscription to Pathomation.

SCOPE OF LICENSE

The software is licensed, not sold. Pathomation reserves all other rights. Unless applicable law gives you more rights despite this limitation, you will not (and have no right to):

a) work around any technical limitations in the software that only allow you to use it in certain ways;

b) reverse engineer, decompile, decrypt or disassemble the software; or permit third parties to do the same;

c) remove, minimize, block, or modify any notices of Pathomation or its suppliers in the software;

d) use the software in any way that is against the law or to create or propagate malware; or

e) share, publish, distribute, or lend the software, provide the software as a stand-alone hosted solution for others to use, or transfer the software or this agreement to any third party.

ACADEMIC LICENSE

For academic licences the following additional conditions apply. Academic licenses are made available to a university or professional teaching institution recognised or accredited by the local authority for education only for study, instruction or non-commercial research and not for commercial, professional or for-profit purposes. Pathomation reserves the right to grant the institution an academic license. The institution licenses the software for use by its personnel or by students, who acquire no rights thereafter.

PRICING

All prices are subject to yearly review and will be increased according to the Belgian Consumer Price Index evolution, published by the FOD Economy

EXPORT RESTRICTIONS

You must comply with all domestic and international export laws and regulations that apply to the software, which include restrictions on destinations, end users, and end use.

SERVICE AND SUPPORT

All users with an active subscription are entitled to helpdesk support according to the Pathomation Basic service level Agreement (SLA). An extended Silver (SLA) can be purchased and included in the License Terms Agreement contract. To ensure continued service and support, Pathomation reserves the right to provide support only for the current minor version (v -.-.z) and the immediately preceding minor version (v -.-.y)  of the software. If the user is running an older version, Pathomation will propose an update. Pathomation is not obligated under this agreement to provide any development services for the software. Any support provided is “as is”, “with all faults”, and without warranty of any kind.

UPDATES

You may obtain updates only from Pathomation or authorised sources. Pathomation may need to access your system to provide you with updates. Updates are included in your annual license subscription. Licensed Software versions containing Updates are identified by a change to the last decimal point (-.-.a to -.-.b) in the Licensed Software release number and are offered to Customer at no additional charge.

Updates may not include or support all existing software features, services, or peripheral devices.

UPGRADES

Licensed Software versions containing Upgrades are identified by a change to the left of the decimal point in the Licensed Software release number (a.-.- to b.-.- or a.a.- to a.b.-))and are offered to Customer at the prices for such Upgraded version and are subject to the terms and conditions of Pathomation’s then applicable Software License terms and conditions. Upgrades represent fundamental changes in software versions with added features and require a new licence subscription.

BINDING ARBITRATION

If you and Pathomation have a dispute, you and Pathomation agree to try for 60 days to resolve it informally. If you and Pathomation can’t, you and Pathomation agree to binding individual arbitration under the Belgian Arbitration Act.

TERMINATION

Without prejudice to any other rights, Pathomation may terminate this agreement if you fail to comply with any of its terms or conditions. In such event, you must destroy all copies of the software and all of its component parts and so certify to Pathomation in writing. Except for the License, the terms of this Agreement shall survive termination. Termination is not an exclusive remedy, and all other remedies will be available to Pathomation whether or not the License is terminated.

CONFIDENTIALITY

The Software embodies logic, design, architecture, algorithms and coding methodology which constitute valuable confidential information that is proprietary to Pathomation. You agree to safeguard the right to access the Software using the same standard of care which you use for your similar confidential materials, but in no event less than reasonable care. You agree not to provide or to otherwise make available in any form the Software, or any portion thereof, to any person other than to your employees or contractors with a need to know, without the prior written consent of Pathomation.

APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES

The laws of Belgium govern the interpretation of this agreement. You and Pathomation consent to exclusive jurisdiction and venue in the Court of Antwerp, Belgium for all disputes heard in court (excluding arbitration).

DISCLAIMER OF WARRANTY

Pathomation warrants that Pathomation Software substantially conforms to Specifications. THE SOFTWARE IS LICENSED “AS IS.” YOU BEAR THE RISK OF USING IT. PATHOMATION GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, PATHOMATION EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION ON AND EXCLUSION OF DAMAGES

IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMER OF WARRANTY, YOU CAN RECOVER FROM PATHOMATION AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.

This limitation applies to (a) anything related to the software, services, content (including code) on third party Internet sites, or third-party applications; and (b) claims for breach of contract, warranty, guarantee, or condition; strict liability, negligence, or other tort; or any other claim; in each case to the extent permitted by applicable law.

It also applies even if Pathomation knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your state, province, or country may not allow the exclusion or limitation of incidental, consequential, or other damages.

ENTIRE AGREEMENT

This agreement, and any other terms Pathomation may provide for supplements, updates, or third-party applications, is the entire agreement for the software.

Should you have any concern regarding this agreement or require additional information, please contact info@pathomation.com.