Software evaluation agreement

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SOFTWARE EVALUATION AGREEMENT

SOFTWARE EVALUATION AGREEMENT

Moscow, Russian Federation

October 18, 2021

This software evaluation agreement (the “License”) outlines the terms of use of the essential part of Retina AI website the Fundus Image Analysis. Before using any of the Fundus Image Analysis on Retina AI website, you are required to read, understand, and agree to these terms.

Digital Vision Solutions LLC (“Licensor”) provides for evaluation a Fundus Image Analysis option (“Software”) via its website www.screenretina.com (the “Site”) to a community of registered users (“Licensee”) to upload files and studying Software functions.

By using an “accept” bottom in a special field of the Site, you are agreeing to be bound by the following License which, together with Licensor’s Terms of Use and Privacy Policy, governs your access and use of the Software as follows:

  1. SUBJECT

    • 1.1. Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable and royalty-free license to use the Software with the address: https://www.screenretina.ru by means of accessing or otherwise using the Software for the purposes of Software evaluation and studying it’s functions (hereinafter – “Evaluation”).
    • 1.2. All results of evaluation and studying of Software received/created by the Licensee shall be exclusive property of Licensor.
    • 1.3. This License is valid for 6 (six) months, provided that the Licensee performs the implicated actions provided by paragraph 3 of the License. Notwithstanding the foregoing in the License, the Licensor has the right to unilaterally and extrajudicially terminate this License or otherwise restrict the Licensee's access to the functionality of the Program.
    • 1.4. The License shall be effective all over the world.

  2. RIGHTS AND OBLIGATIONS OF THE LICENSEE

    • 2.1. The Licensee undertakes to:

      • 2.1.1. Use Software under terms and conditions and within the scope agreed by the Parties in this License;
      • 2.1.2. Maintain control and possession of the Software at all times. No distribution or sublicense grant is either implied or granted by this License;
      • 2.1.3. After expiry of the effective term of this License transfer the results of evaluation and studying of Software to the Licensor;
      • 2.1.4. Comply with requirements of applicable laws in case of use, export, transfer or other act with respect to Software contemplated by this License outside the territory of the Russian Federation;
      • 2.1.5. Promptly notify Licensor of any facts of infringement or threatening infringement of Licensor rights to Software became known to Licensee and/or Licensor rights under the License as well as of any improper use of Software contemplated by the License;
      • 2.1.6. Discontinue use of the Software upon expiry of the effective term specified clause 1.3 of the License, including in case of early termination/cancellation of this License.

      2.2. Licensee may not:

      • 2.2.1. Make any copies of the Software, or reproduce it in any other fashion, unless specifically and separately authorized by Licensor in writing.
      • 2.2.2. Use the Software for any marketing or sales purpose, or otherwise demonstrate the Software other than to employees and contractors who need to know the information for the purposes described herein, unless specifically and separately authorized by Licensor in writing.
      • 2.2.3. Reverse engineer, decompile, disassemble, evaluate internal structure, or otherwise reduce the Software to any human-readable form other than that provided by Licensor.
      • 2.2.4. Separate or use other libraries, or other executable programs as replacements for those in the Software, unless specifically and separately authorized by Licensor in writing.

  3. TERM AND TERMINATION

    • 3.1. This License shall be effective upon within the term specified in clause 1.3 of the License.
    • 3.2. This License shall be considered to have terminated immediately, without notice from Licensor, if Licensee fails to comply with any of the terms herein.
    • 3.3. Upon termination or expiration of this License, Licensee shall promptly remove any and all electronic copies of the Software within 10 days and prevent access to the Software.

  4. FINANCIAL CONDITIONS

    • 4.1. Licensor will provide the Licensee with the rights to use of Software in accordance this License on a royalty-free basis.

  5. WARRANTIES AND LIABILITY

    • 5.1. Licensor represents that he is a lawful Software rightholder.
    • 5.2. The Licensee represents and warrants that the right granted to him to use the Program will be used solely for the purposes specified in this License and will not be used by the Licensee to provide medical services and (or) medical care. In other words, the use by the Licensee of the Program for the purpose of providing medical services and (or) medical care is prohibited.
    • 5.3. The Licensor assures and guarantees that when using the Program, they are not transferred any information constituting a state secret, personal data, medical secrets and other information protected by law.
    • 5.4. Licensee recognizes that the Software may have defects or deficiencies which cannot or may not be corrected by Licensor. LICENSOR THEREFORE MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WITH REGARD TO THE SOFTWARE. LICENSOR SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES AGAINST INFRINGEMENT WITH REGARD TO THE EVALUATION SOFTWARE, ITS USE, OR OPERATION.
    • 5.5. Licensee agrees to indemnify and hold Licensor harmless from any liability, loss, costs, damage, or expense, including attorney's fees, as a result of any claim which may be made by any person that arises out of or results from the use by Licensee of the Software, whether such claims are based on negligence, breach of contract, absolute liability or any other legal theory.
    • 5.6. Licensor represents that as of the date of signing of this License it is not aware of any third party rights which might be infringed by granting of this License.
    • 5.7. The Licensee undertakes to indemnify and hold Licensor harmless against any disputes related to use of Software under the License.

  6. NOTICES

    • 6.1. All notices hereunder shall be delivered in writing to the address of the Party for attention of departments or individual (individuals) indicating for giving notices to such Party in this section. Notwithstanding the foregoing the Party may change its address to other address by way of giving a respective written notice to the other Party. Notices may be sent by courier service or via e-mail including images in PDF format transmitted via e-mail, however the notices sent by e-mail must be confirmed by further delivery by courier service or regular mail, and shall be deemed to be delivered or given after three business days since its delivery to the courier service or posting at the post office.
    • Licensor
      Digital Vision Solutions LLC
      Mail address: 119027, Russian Federation, Moscow, Vnukovo municipal district, Tsentralnaya str, 8B, office 605
      E-mail address: support@screenretina.com

  7. DISPUTE RESOLUTION AND ARBITRATION

    • 7.1. All disputes between the Parties arising out of or in connection with this License, or as a result of its breach, termination or invalidity, whether prior or after termination of this License, unresolved within 30 (Thirty) calendar days since the Party lodged a claim, shall be subject to resolution in the Arbitration court of Moscow.
    • 7.2. Validity and interpretation of this License as well as rights and obligations of the Parties and other legal relations of the Parties will be governed by the laws of the Russian Federation.

  8. CIRCUMSTANCES OF INSUPERABLE FORCE (FORCE-MAJEURE)

    • 8.1. Neither Party shall be held liable for default or delay in performance of any respective obligation under this License, if such default or delay in performance due to force-majeure. Circumstances of insuperable force mean any extraordinary situation or event beyond control of the Parties which (a) prevents the Party to perform any of its obligations under this License, (b) is not related to an error or negligence committed by such Party, and (c) is insuperable despite reasonable efforts of the Party directed at performance of its obligations, including fire, flood, explosion, lightning, storm, earthquake, land subsiding, malfunction or damage, full or partial, to machinery or equipment, or non-delivery of materials, interruption with power supply, resolutions of government authorities, including sanctions and restrictive measures, material changes in legislation, civil commotions, riot, war, strikes or labor conflicts, however except for financial difficulties.
    • 8.2. The Party facing force-majeure shall immediately notify the other Party specifying the nature of such circumstances and expected delay in performance or its impact on performance of obligations under this License.

  9. EXPORT CONTROL

    • 9.1. Export of Software described in this license may be prohibited to some countries due to trade restriction imposed by USA, UN, European Union or other trade restrictions. The Licensee shall be held liable for compliance with all applicable trade control regulations. Licensee’s use, export, transfer or other action with respect to Software contemplated in this License in breach of applicable trade control regulations will result in automatic termination of this License and all rights to use of Software.

  10. FINAL PROVISIONS

    • 10.1. Relations between the Parties under this License are the relations of independent contracting parties, and they will not be considered as agents, employees, partners or members of joint ventures. Neither Party may bind the other Party by obligations arising out of agreements and/or assume debt or other obligations on behalf of the other Party in pursuance of this License. Neither Party shall not be entitled to take any actions which may and/or be aimed at binding the other Party by an agreement or assume debt or other obligations on behalf of other Party without prior written consent of such Party.
    • 10.2. This License may be modified or amended only if executed in writing and signed by authorized representatives of both Parties.
    • 10.3. The Parties agree to keep in confidence this License during its whole effective term, and within 3 (three) years after its termination. The Licensee may not inform third parties, publish and distribute information on use of Software in the Licensee’s product provided by Licensor under the License without written consent of Licensor.

IN WITNESS WHEREOF, the Licensee expressing their intent to be bound by legal obligations shall cause to execute this License by their duly authorized representatives.