End User License Agreement for Research Use

END USER LICENSE AGREEMENT FOR RESEARCH USE
PHILIPS PATHOLOGY SDK

General. By providing Your basic contact information and clicking to accept and downloading this software, You agree to these End User License Agreement (“Agreement”) terms between Philips Electronics Nederland B.V., acting through its Digital & Computational Pathology business, having a place of business at Veenpluis 6, 5684 PC, Best, the Netherlands (“Philips”) and You. The SDK is provided for use under this Agreement, subject to the following terms. You may not use the SDK unless You accept this Agreement. Any installation or use of the SDK in the name of a company or other organization represents and warrants that the person doing so is authorized to legally bind You (as defined below) to this Agreement.

What is the SDK? The Philips Pathology Software Development Kit is a set of development tools and accompanying Documentation designed to make image- and meta-data stored in the Philips’ proprietary iSyntax format accessible (“SDK”). It is made available for academic research and non-commercial purposes only. It aims at enabling You to create programs that can interact with the data stored in iSyntax images and includes operating system specific libraries in Object Code and bindings for multiple programming languages.

Definitions.

Documentation” means all materials (documentation, user guide, release notes, comments, annotations, instructions, manuals, and other written materials, whether in printed or electronic form, this License Agreement), which are supplied as part of the SDK even if any part of these materials are made separately available online on the Philips web pages.

Object Code” means all or any portion of the machine-readable or machine language version of the SDK

iSyntax File” means file-data conforming to the iSyntax format.

Results” means either (i) Your application programs, networks, models designed to work with iSyntax data generated by Philips IntelliSite Pathology Solution, or (ii) any other output generated or developed by You by use of the SDK. For the purposes of clarification, Results never contains any part of the SDK.

Update” means a newly released and revised version of the SDK or any part thereof, having the same specification as the immediately preceding version of the SDK or such part, in which modifications, enhancements, error corrections, maintenance release and/or revisions have been made.

The words “You” and “Your” (and related words) mean the entity downloading or using the SDK, whether an individual, corporation, educational organization or other entity.

The words “we,” “us,” and “our” (and related words) refer to Philips.

License grant.

Subject to the terms and conditions of this Agreement, Philips hereby grant You a worldwide, non-exclusive, revocable, non-transferable, royalty-free, license, without the right to grant any sub-license, to access, and use the SDK and Documentation solely for Your internal non-commercial and academic research purposes, to generate test, evaluate and/or develop of one or more Results.

Ownership.
Any Results generated or created by You are owned by You.
You expressly acknowledge that, except for those rights specifically granted to You, Philips , owns all worldwide rights, trade secrets, title, interest in and to the SDK and Documentation, as well as all intellectual property rights therein. This Agreement does not transfer any title in the SDK and Documentation.

It is expressly acknowledged and agreed that the SDK is licensed only and not sold. This Agreement does not transfer any intellectual property right. Apart from the limited use license above, no license, right or interest in any of the patents, trademarks, trade names, logos, service marks, domain names, or other distinctive brand features owned by Koninklijke Philips N.V. is granted hereunder.

For the purpose of clarification only andwithout prejudice to the restrictions in this Agreement under the heading License restrictions this license allows You to commercialize Your Results, only if:

  1. Your Results work independently of the SDK, for example without any kind of interaction whatsoever with the SDK, and/or
  2. You commercialize Your Results without distributing, merging, incorporating or combining with the SDK.

If You are a legal entity or educational organization and not a person, You may, within Your legal entity, make verbatim copies and distribute the SDK in unmodified form together with all of the Documentation (retaining all notices and including this License Agreement) solely for use within Your legal entity or educational organization.

No endorsement:
Neither the name of Philips Electronics N.V. nor any of its affiliates may be used to endorse or promote products derived from this software without specific prior written permission.

License restrictions:

You may NOT: (i) offer as any product, software (including software as a service), hardware which is merged, incorporated or combined with the SDK, (ii) directly or indirectly encourage Your customers to use Your commercial products and services in combination with the SDK , (iii) copy or redistribute the SDK or its Documentation (vi) copy, modify, transfer, sublicense, lease, lend, distribute or otherwise allow any third party access to the SDK, except as expressly set forth in this Agreement, nor remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) on the SDK, or associated materials; (v) reverse engineer, decompile, disassemble, or otherwise attempt to extract the functionality, source code, structure, or other trade-secret aspects of our software or technologies from any of the materials made available to You under this Agreement, except to the extent, if any, that restrictions on such activities are prohibited by applicable law, (vi) use the SDK in any unlawful manner, for any unlawful purpose (vii) remove or circumvent the protection of the SDK.

You shall take all reasonable measures necessary to protect the SDK against mishandling, misappropriation and/or misuse by any party

Updates. We may (but are not obligated to) Update the SDK or the Documentation from time to time, and such Update may affect the manner in which You use the SDK.

Any changes to Your application that are required as a result of our Update to the SDK will be at Your sole cost and expense.

Open Source Restrictions. The license granted hereunder does not include any license, right, power or authority to subject the SDK, in whole or in part, to Open Source Licensing Terms. As used herein, “Open Source Licensing Terms” means terms in any license for software which require, as a condition of use, modification and/or distribution of such software or other software incorporated into, derived from or distributed with such software (a “Work”), any of the following: (a) the making available of source code or design information regarding the Work; (b) the granting of permission for creating derivative works regarding the Work; or (c) the granting of a royalty-free license to any party under intellectual property rights regarding the Work. By means of example and without limitation, Open Source Licensing Terms include the following licenses or distribution models: (i) the GNU General Public License (GPL) or Lesser/Library GPL (LGPL), (ii) the Artistic License (e.g. PERL), (iii) the Mozilla Public License, (iv) the Common Public License, (v) the Sun Community Source License (SCSL), and (vi) the Sun Industry Source License (SISL).

You may choose to provide to us or we may invite You to submit comments or ideas about the SDK provided to You hereunder, including without limitation about how to improve the SDK (“Feedback”). By submitting Feedback, You agree that its disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Feedback without any compensation or accounting to You, and to disclose the Feedback on a non-confidential basis or otherwise to anyone.

No Assignment. You may not assign Your rights or obligations under this Agreement and any purported assignment unless allowed according to this Agreement, shall be void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the respective Parties hereto and their successors and assigns. In the event of attempted and unauthorised assignment by You, we may terminate this Agreement by written notice to You with immediate effect and upon such notification the SDK including its Documentation shall be returned to us within ten (10) days after such notification. We may freely assign our rights and obligations under this Agreement to any third party.

Term and Termination. This Agreement shall commence when You click to accept and download the SDK and shall remain in effect until terminated by either party as described below.

• You may terminate this Agreement at any time, for any reason or no reason, by ceasing to use the SDK.

• We may terminate this Agreement, for any reason or no reason, upon at least fifteen (15) days’ written notice (including by email) to You.

• We may also immediately suspend Your access to the SDK and, at our option, we may terminate this Agreement, at any time and without notice if we believe You have breached any term or condition in this Agreement.

We will not be liable for any costs, expenses, or damages as a result of our termination of this Agreement.

Upon termination of this Agreement by either You or us, all licenses granted to You hereunder will terminate, You must promptly cease accessing and using the SDK in any manner whatsoever, and You will remove all copies and versions of the SDK thereof, in all forms and types of media from Your systems and records.

The provisions of this Agreement which are destined to survive, including but not limited to the sections entitled “Open Source”, “Ownership”, “Disclaimer”, “Indemnification”, “Limitation of Liability” and “Miscellaneous” will survive termination or expiration.

Disclaimer. THIS SOFTWARE IS PROVIDED BY US “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITEDTO PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, PROFITS; INTELLECTUAL PROPERTY INFRINGNEMENT, MISDIAGNOSIS OR MEDICAL ADVERSE EFFECTS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

We further disclaim any warranty that (a) the SDK will meet Your requirements or will be error-free; (b) the Results that may be obtained from the use of the SDK will be effective, accurate, or reliable; (c) the quality of the SDK will meet Your expectations; or that (d) any errors or defects in the SDK will be corrected.

Indemnification. To the maximum extent permitted by law, You agree to indemnify, defend (or settle) and hold us harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with (i) Your use of the SDK or Your unauthorized use of Philips brand; (ii) Your breach or alleged breach of any of the terms, restrictions, obligations or representations under this Agreement; or (iii) Your Results .

Limitation of Liability. We are not liable to You or anyone else for any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (a) resulting from loss of use, data, or profits, whether or not foreseeable, (b)based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (c) arising from any other claim arising out of or in connection with Your use of or access to the SDK.

Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct, or for death or personal injury.

Our total liability in any matter arising out of or related to these terms is limited to the aggregate amount that You paid to use the SDK during the three-month period preceding the event giving rise to the liability.

The limitations and exclusions in this Section apply to the maximum extent permitted by law.

Modification to terms. We may modify any of the terms and conditions contained in this Agreement. When changes are made, we will make the new version of this Agreement available on the website where we offer the SDK, and Your access to the new version of the SDK will be subject to Your acceptance of the revised terms. If no new terms are published for Updates, these current terms will apply mutatis mutandis to Your use of such Updates.

Miscellaneous. This Agreement is governed by the laws of the Netherlands, without reference to its conflict of laws principles. Any dispute between the parties regarding this Agreement shall be subject to the exclusive jurisdiction of the competent court in The Hague, the Netherlands. You acknowledge that a breach by You of Your obligations under this Agreement may cause us irreparable harm and, in the event You breach or threaten to breach Your obligations under this Agreement; we shall be entitled to seek injunctive and other appropriate equitable relief.

This Agreement constitutes the entire agreement regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral.

You acknowledge and understand that the SDK may be subject to restrictions on exportation and agree to comply with any applicable export laws.

In the event that any provision or part of a provision of this Agreement is determined to be invalid, illegal, or unenforceable, such provision or part thereof shall be stricken from this Agreement and the remainder of this Agreement shall be valid, legal, and enforceable to the maximum extent possible.

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