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End-User License Agreement

CodeCritical End-User License

Femtosim Clinical Inc.

Your Agreement to this License

This License applies to the CodeCritical software and its accompanying files, data and materials ("CodeCritical"). You should carefully read the following terms and conditions before using, installing, copying, or distributing this software. Unless you have a different license agreement signed by Femtosim Clinical Inc. ("FCI"), your use, installation, copying, or distribution of CodeCritical indicates your acceptance of this agreement ("License").

If you do not agree to all of the terms and conditions of this License, then, do not use, install, copy, or distribute any copy of CodeCritical with which this License is included.

The terms and conditions of this License describe the permitted use and user(s) of each Licensed Copy of CodeCritical. For purposes of this License, if you have a valid single-copy license, you have the right to use a single "Licensed Copy" of CodeCritical; if you or your organization have/has a valid multi-user license, then you or your organization have/has the right to use an unlimited number of "Licensed Copies" of CodeCritical within the organization on computers belonging to the organization or belonging to faculty/staff and located within the organization proper.  

Scope of License

Each single-user Licensed Copy of CodeCritical may either be used by a single person who uses the software personally on one or more computers, or installed on a single workstation used non-simultaneously by multiple people, but not both. This is not a concurrent use license.

Each single-user Licensed Copy may be accessed through a network, provided that you have purchased rights to use a Licensed Copy for each workstation that will access CodeCritical through the network. For instance, if 8 different workstations will access CodeCritical on the network, you must purchase rights to use 8 Licensed Copies of CodeCritical, regardless of whether the 8 workstations will access CodeCritical at different times, or concurrently.

All rights of any kind in CodeCritical which are not expressly granted in this License are entirely and exclusively reserved to and by FCI. CodeCritical is protected by international copyright laws and other applicable laws and treaties. You may use, install and distribute CodeCritical solely as expressly provided in this License. You may not rent, lease, loan, sublicense, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on, CodeCritical, nor permit anyone else to do so. You may not make access to CodeCritical available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so.

Warranty Disclaimers and Liability Limitations

CodeCritical, and any and all accompanying software, files, data and materials, are distributed and provided "AS IS" and with no warranties of any kind, whether express or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose. FCI does not warrant, guarantee, or make any representations regarding the use of, or the results of the use of, CodeCritical. FCI does not warrant that the operation of CodeCritical will be uninterrupted or error-free.  You hereby assume the entire risk of all use of the copies of CodeCritical covered by this License. This disclaimer of warranty constitutes an essential part of this License.

Except to the extent expressly prohibited by applicable statutes, FCI shall not be liable for any damage or financial loss arising out of the use of, or inability to use, CodeCritical. Any liability of FCI will be limited exclusively to refund of the license fee paid to FCI. Except to the extent expressly prohibited by applicable statutes, in no event shall FCI, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, be liable for any indirect, incidental, consequential, special, or punitive damages whatsoever relating to the use of CodeCritical, or to your relationship with FCI, (including, without limitation, loss or disclosure of data or information, loss of profit, revenue, business opportunity or business advantage, or business interruption), whether based upon a claim or action of contract, warranty, negligence, strict liability, contribution, indemnity, or any other legal theory or cause of action, even if advised of the possibility of such damages.

In addition, in no event does FCI authorize you or anyone else to use CodeCritical in applications or systems where CodeCritical's failure to perform can reasonably be expected to result in a significant physical injury, or in loss of property, or in loss of life. Any such use is entirely at your own risk, and you agree to hold FCI harmless from any and all claims or losses relating to such unauthorized use.

General

This License is the complete statement of the agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements, and arrangements. There are no third-party beneficiaries of any promises, obligations, or representations made by FCI herein. Any waiver by FCI of any violation of this License by you shall not constitute, nor contribute to, a waiver by FCI of any other or future violation by you of the same provision, or any other provision, of this License. If any part of this License or the application thereof to any person or circumstance is for any reason held invalid or unenforceable, it shall be deemed severable, and the validity of the remainder of this License, or the applications of such provision to other persons or circumstances, shall not be affected thereby.