MeVisLab SOFTWARE License Agreement
Version: 12. October 2026
Copyright (C) 2000-2026, MeVis Medical Solutions AG
ALL RIGHTS RESERVED
THE MEVISLAB SOFTWARE AND APPLICATIONBUILDER CONTAINS CONFIDENTIAL AND PROPRIETARY INFORMATION OF MEVIS MEDICAL SOLUTIONS AG. ANY DUPLICATION, MODIFICATION, DISTRIBUTION, OR DISCLOSURE IN ANY FORM, IN WHOLE, OR IN PART, IS STRICTLY PROHIBITED WITHOUT THE PRIOR EXPRESS WRITTEN PERMISSION OF MEVIS MEDICAL SOLUTIONS AG.
1. Preamble
The MeVisLab SDK and ApplicationBuilder (in the following "SOFTWARE") have been developed by MeVis Medical Solutions AG, Bremen, Germany (in the following "MMS") and are offered in two versions,
(a) Academic License (in the following "MeVisLab Academic SDK" and "MeVisLab Academic ApplicationBuilder") and
(b) Professional License (in the following "MeVisLab Professional SDK" and "MeVisLab Professional ApplicationBuilder").
Both licenses are offered under the terms and conditions set forth below, as applicable to the respective license (Professional or Academic). By clicking "I Accept", installing, downloading, or using the SOFTWARE, the USER expressly acknowledges that they have read, understood, and agree to be bound by all terms and conditions of this Agreement. If the USER does not agree to these terms, they must not install, download, or use the SOFTWARE and must immediately delete or destroy all copies in their possession or control.
2. Definitions
The SOFTWARE consists of:
(a) The MeVisLab application, including executables, object code libraries, resource files, module definition and script files, macro modules, network documents, application prototypes, and documentation of these items,
(b) The MeVisLab SDK, including the text editor MATE, header and link support files for MeVisLab object code libraries, build and installation utilities, documentation of the programming interface of these libraries, and documentation of the MeVisLab scripting interface,
(c) The MeVisLab ApplicationBuilder, including executables, header and link support files for MeVisLab object code libraries, build and installation utilities and documentation, and
(d) Excluding any library, source code, binary, or other contributions under a separate license agreement ("Third Party Components").
The ApplicationBuilder (to be licensed separately) consists of tools to generate installable executables from SDK development results and above mentioned SOFTWARE.
The USER is a single, named natural person authorized to use the SOFTWARE under this Agreement. Where a license is granted to a legal entity (the "LICENSEE"), the LICENSEE shall designate the USER(s) authorized to access the SOFTWARE, and the LICENSEE shall be responsible and liable for all acts and omissions of such USER(s) as if they were acts and omissions of the LICENSEE itself.
FLOATING LICENSE means a license model that permits the SOFTWARE to be installed on multiple computers or devices, but limits the number of concurrent users who may access and use the SOFTWARE at any given time to the number specified in the applicable license certificate or purchase order. Floating licenses operate through a network license server that manages license checkout and checkin.
LICENSE SERVER means the server infrastructure operated by MMS that manages license activation, verification, and concurrent user enforcement for the SOFTWARE.
SYSTEM ID or HARDWARE ID means a unique identifier derived from the hardware configuration of the computer or device on which the SOFTWARE is installed, used for license activation and to prevent unauthorized license transfers.
FRAUNHOFER MEVIS MODULES have been developed by Fraunhofer MEVIS (in the following "FME") and consist of the part of the SOFTWARE located in the module package groups starting with "FME".
ACADEMIC LICENSE means the utilization of the SOFTWARE exclusively for non-profit research, academic, or teaching purposes, performed by employees or enrolled students of a bona fide non-profit educational or research institution such as universities, schools, and other education institutions, or for purely private, personal, and non-commercial purposes by individuals, in all cases provided that : (a) the results obtained by using the SOFTWARE are not utilized , directly or indirectly, for any commercial purposes; (b) no funding, sponsorship, or other support for the work is provided by any commercial entity; and (c) the USER does not receive compensation beyond standard academic salary for work performed using the SOFTWARE. Any use that does not strictly comply with all of the foregoing conditions shall require a PROFESSIONAL LICENSE. The USER shall promptly notify MMS and obtain a PROFESSIONAL LICENSE if circumstances change such that the ACADEMIC LICENSE conditions are no longer satisfied.
PROFESSIONAL LICENSE includes the ACADEMIC LICENSE and any utilization of the SOFTWARE that goes beyond the limited scope of the ACADEMIC LICENSE, where any sort of commercial utilization cannot be ruled out.
RUNTIME LICENSE means a license to run standalone applications and executables developed by using the MeVisLab ApplicationBuilder. In order to use these standalone applications and executables a separate license is required which can be purchased separately as an addition to an ACADEMIC or PROFESSIONAL LICENSE. No MAINTENANCE will be provided by MMS for RUNTIME LICENSES, all maintenance for standalone applications and executables developed by USER, is the responsibility of the USER.
PROPRIETARY SOURCE-CODE are all files having a Copyright notice of MMS or FME which are not under a separate copyright and license header, which may be used in the context of the SOFTWARE.
UPDATE means bug fixes, patches, workarounds, and similar corrections to keep the SOFTWARE up to date. Updates do not include functional improvements or enhancements to the SOFTWARE, to the supported operating system or application software derived from the SOFTWARE, or any new SOFTWARE features.
UPGRADE means functional improvements, enhancements, and enabling of new functionality to and in the SOFTWARE.
3. Licenses
MMS offers two types of licenses, an ACADEMIC and a PROFESSIONAL license. Those licenses include the same functions but different rights, obligations, and terms of use.
(a) ACADEMIC LICENSE
(i) MeVisLab Academic SDK is available in different variations as described in Section 9(a), which can be ordered based on the specific needs and intended use, subject to meeting the requirements set forth in Section 5(a).
(ii) MeVisLab Academic ApplicationBuilder is available as single USER license.
(b) PROFESSIONAL LICENSE
(i) MeVisLab Professional SDK is available in different variations as described in Section 9(a), which can be ordered based on the specific needs and intended use, subject to meeting the requirements set forth in Section 5(b).
(ii) MeVisLab Professional ApplicationBuilder is available as single USER license.
All licenses are per default assigned to a named USER with email address, other license options are available upon request and agreement in writing between the parties.
3A. License Activation and Technical Requirements
(a) Online License Activation and Verification
(i) The SOFTWARE requires online activation and periodic verification through MMS's license servers. By installing and using the SOFTWARE, the USER acknowledges and agrees that the SOFTWARE will automatically connect to MMS's license servers via the internet to:
* Validate the license key upon initial installation and activation;
* Verify license validity at each SOFTWARE startup;
* Monitor and enforce concurrent user limits for FLOATING LICENSES;
* Facilitate migration from legacy license formats; and
* Detect and prevent unauthorized use of the SOFTWARE.
(ii) The USER is responsible for ensuring that the computer or device on which the SOFTWARE is installed has internet connectivity sufficient to communicate with MMS's license servers. Firewall configurations, network security policies, and other technical measures must permit outbound HTTPS connections to MMS's license servers at the domains specified in the SOFTWARE documentation.
(iii) If the SOFTWARE cannot establish connection with MMS's license servers at startup, the SOFTWARE may operate in offline mode for a grace period of up to seven (7) consecutive days, after which continued use will require successful online license verification. This grace period does not apply to FLOATING LICENSES, which require continuous connectivity to the license server.
(b) Data Collection and Transmission
(i) Data Collected. During license activation, verification, and use of the SOFTWARE, the following technical data will be automatically collected and transmitted to MMS's license servers:
* License Key (the unique identifier for the USER's license);
* System ID or Hardware ID (a unique identifier derived from the USER's computer hardware configuration);
* Activation Key (an internal identifier generated by MMS's licensing system);
* Computer Name or Hostname (the network name assigned to the USER's computer);
* Timestamp of activation and verification requests; and
* License Type (Academic, Professional, Floating, etc.).
(ii) Purpose and Legal Basis. The data specified in subsection (b)(i) is collected and processed for the following purposes, which constitute the legal basis for processing under Regulation (EU) 2016/679 (GDPR):
* Contractual Necessity (Art. 6(1)(b) GDPR): To perform this Agreement, including validating the USER's license, enforcing license terms, providing the licensed SOFTWARE, and managing FLOATING LICENSE concurrent user limits;
* Legitimate Interests (Art. 6(1)(f) GDPR): To prevent unauthorized use of the SOFTWARE, detect license violations, protect MMS's intellectual property rights, maintain the security and integrity of the licensing system, and provide technical support; and
* Consent (where required): By clicking "I Accept," installing, or using the SOFTWARE, the USER provides explicit consent to the collection, transmission, and processing of the data specified in subsection (b)(i) for the purposes described herein.
(iii) Data Minimization and Retention. MMS collects only the minimum data necessary to operate and enforce the licensing system. License activation and verification data will be retained for the duration of the license term plus an additional period of three (3) years for audit, dispute resolution, and legal compliance purposes, or as required by applicable law. Computer Name/Hostname data may be retained indefinitely to facilitate license management and migration, but will not be used for purposes unrelated to license administration.
(iv) Data Security. All data transmitted between the SOFTWARE and MMS's license servers is encrypted using industry-standard TLS/HTTPS protocols. MMS implements appropriate technical and organizational measures to protect the collected data against unauthorized access, alteration, disclosure, or destruction, in accordance with Art. 32 GDPR.
(v) No Personal Data Requirement. The USER is not required to configure the Computer Name/Hostname in a manner that identifies a natural person. MMS recommends using generic, non-identifying computer names (e.g., "LAB-WORKSTATION-01") rather than personal names. If the USER chooses to use personally identifying information in the Computer Name/Hostname, the USER acknowledges that such information will be transmitted to MMS and assumes responsibility for compliance with applicable data protection laws regarding such disclosure.
(vi) Data Subject Rights. If any data collected under this Section constitutes personal data of the USER or individuals within the USER's organization, such data subjects have the rights specified under applicable data protection laws, including the right to access, rectification, erasure, restriction of processing, data portability, and objection. To exercise these rights, the USER or affected data subjects may contact MMS at the address specified in Section 14(h) or at privacy@mevis.de. MMS will respond to such requests in accordance with applicable legal requirements.
(vii) Third-Party Processors. MMS may engage third-party service providers to host or operate the license servers, provided that such service providers are contractually bound to process data only in accordance with MMS's instructions and to implement appropriate security measures. MMS remains responsible for the processing activities of such service providers.
(c) FLOATING LICENSE Operation
(i) FLOATING LICENSES permit installation of the SOFTWARE on multiple computers or devices within the LICENSEE's organization, subject to the concurrent user limit specified in the applicable license certificate or purchase order.
(ii) When a USER launches the SOFTWARE under a FLOATING LICENSE, the SOFTWARE will request a license "checkout" from MMS's license server (or the LICENSEE's designated on-premises license server, if applicable). The license server will grant access if the number of concurrent users has not exceeded the licensed limit. If the limit has been reached, the SOFTWARE will not launch, and the USER will receive a notification that all licenses are currently in use.
(iii) When the USER closes the SOFTWARE or the SOFTWARE is idle for more than thirty (30) consecutive minutes, the license will be automatically "checked in" to the license server, making it available for other authorized users. The USER may also manually check in the license through the SOFTWARE interface.
(iv) Network Requirements for FLOATING LICENSES. FLOATING LICENSES require continuous network connectivity between the computers on which the SOFTWARE is installed and the license server. The LICENSEE is responsible for:
* Ensuring adequate network infrastructure and bandwidth to support license server communications;
* Configuring firewalls, VPNs, and network security policies to permit communications between the SOFTWARE and the license server;
* Maintaining the license server (if hosted on-premises) in accordance with MMS's technical specifications and ensuring its availability during normal business hours; and
* Promptly notifying MMS of any technical issues affecting license server operation.
(v) License Server Hosting. MMS's cloud-based license server is hosted on servers located within the European Union. For FLOATING LICENSES, the LICENSEE may elect to host the license server on-premises within the LICENSEE's own network infrastructure, subject to a separate license server agreement and compliance with MMS's technical requirements.
(d) Legacy License Migration
(i) For USERS upgrading from SOFTWARE versions prior to 5.0 that utilized MAC address-bound license files, the SOFTWARE will automatically detect legacy license files upon first launch of version 5.0 or later.
(ii) Upon detection of a valid legacy license file, the SOFTWARE will transmit the following information to MMS's license servers for validation:
* The legacy license file (including MAC address, license key, and expiration date);
* The current System ID/Hardware ID; and
* The Computer Name/Hostname.
(iii) If the legacy license is valid and in good standing, MMS's license servers will automatically issue a new license key compatible with the online activation system. The new license key will be delivered to the SOFTWARE automatically, and the USER will receive a confirmation message. The USER may also receive the new license key via email at the address associated with the original license purchase.
(iv) USERS who experience difficulties with automatic legacy license migration may contact MMS support at support@mevis.de for manual migration assistance.
(e) License Server Availability and Offline Use
(i) MMS will use commercially reasonable efforts to maintain the availability of its license servers at a level of 99.5% uptime per calendar month, excluding scheduled maintenance windows announced at least forty-eight (48) hours in advance.
(ii) If MMS's license servers are unavailable due to maintenance, technical issues, or force majeure events, and the SOFTWARE cannot verify the license online:
* Single User and Floating ACADEMIC or PROFESSIONAL LICENSES will continue to operate in offline mode for up to seven (7) consecutive days from the last successful license verification;
* FLOATING LICENSES will cease to function immediately upon loss of connectivity to the license server, as real-time concurrent user enforcement requires continuous server communication; and
* If the license server remains unavailable beyond the offline grace period (for applicable license types), the USER may contact MMS support for a temporary emergency license key.
(iii) MMS shall not be liable for any loss, damage, or business interruption resulting from temporary unavailability of license servers, subject to the limitations of liability set forth in Section 10.
(f) USER Obligations and Prohibitions
The USER shall not, and shall not permit any third party to:
(i) Interfere with, disable, circumvent, or attempt to bypass the online license activation or verification system;
(ii) Use technical measures, software tools, or modifications to prevent the SOFTWARE from communicating with MMS's license servers or to falsify license verification data;
(iii) Share, transfer, or disclose license keys, activation keys, or license files to any unauthorized person or entity;
(iv) Modify the Computer Name/Hostname or System ID/Hardware ID for the purpose of circumventing license restrictions or obtaining additional activations beyond the licensed scope;
(v) Reverse engineer, decompile, or disassemble the licensing system or any license server components;
(vi) For FLOATING LICENSES, exceed the licensed concurrent user limit by any means, including but not limited to using load balancers, virtual machines, or other technical measures to artificially multiply user sessions; or
(vii) Interfere with or overburden MMS's license servers through excessive requests, automated scripts, or denial-of-service attacks.
Any violation of this subsection (f) constitutes a material breach of this Agreement and may result in immediate termination pursuant to Section 12(b).
(g) Changes to License Activation System
MMS reserves the right to modify the technical implementation of the license activation and verification system, including changes to:
* The frequency of license verification requests;
* The data collected during activation and verification, provided that such changes comply with data minimization principles and applicable data protection laws;
* The offline grace period duration;
* The license server URLs or network endpoints; and
* The technical protocols or encryption methods used for license server communications.
MMS will provide the USER with at least thirty (30) days' prior notice of any material changes to the license activation system that may require USER action (such as firewall reconfiguration). Notice may be provided via email, through the SOFTWARE interface, or by posting on the official MeVisLab website. Continued use of the SOFTWARE after such notice constitutes acceptance of the modified license activation system.
4. Ownership
(a) The SOFTWARE is the sole and exclusive property of MMS and involves valuable proprietary rights of MMS, with the exception, that the FRAUNHOFER MEVIS MODULES are the sole and exclusive property of FME.
(b) The USER shall take all reasonable steps to protect the proprietary rights of the owner, including without limitation: (i) maintaining the confidentiality of the SOFTWARE and any related technical information in accordance with the same degree of care used to protect the USER's own confidential information, but in no event less than reasonable care; (ii) implementing reasonable security measures consistent with industry standards to prevent unauthorized access to or copying of the SOFTWARE; (iii) preserving all copyright notices, proprietary legends, and other intellectual property markings on all copies of the SOFTWARE and ensuring such notices appear on any derivative works; and (iv) promptly notifying MMS in writing within five (5) business days of any known or suspected unauthorized use, copying, or disclosure of the SOFTWARE, and cooperating fully with MMS in any investigation or enforcement action related thereto.
(c) By the terms of this Agreement, the USER is entitled to make use of the SOFTWARE under the conditions set forth in this Agreement. No proprietary rights regarding the SOFTWARE are transferred to the USER.
5. Permitted Use
(a) ACADEMIC LICENSE
(i) The ACADEMIC LICENSE of the SOFTWARE is granted as a non-exclusive license by MMS through a valid license file or key.
(ii) Any MeVisLab module, network document, macro module, module script, application prototype, or other software developed by the USER using the SOFTWARE remains the property of the USER.
(iii) A part of the SOFTWARE consists of source code and header files containing their own separate copyright and license header ("Third Party Components"). The USER must comply with the Third Party Component licenses. License conditions expressed in these file headers of the Third Party Components shall have priority over terms set forth in this Agreement.
(b) PROFESSIONAL LICENSE
(i) The PROFESSIONAL LICENSE of the SOFTWARE is granted as a non-exclusive license by MMS which includes the distribution of own modules and networks ("COMPONENT"), both in source code and binary form for use with the SOFTWARE. Any other form of use is subject to additional agreement between MMS and the USER as defined in section 7.
(ii) Any MeVisLab module, network document, macro module, module script, application prototype, or other software developed by the USER using the SOFTWARE remains the property of the USER.
(iii) A part of the SOFTWARE consists of source code and header files under a separate copyright and license header ("Third Party Components"). The USER must comply with the Third Party Component licenses. License conditions of the Third Party Components shall have priority over terms set forth in this Agreement.
Source code and header files or software components under a separate copyright and license header ("Third Party Components") integrated into a standalone application or executable by using the MeVisLab ApplicationBuilder are in the sole responsibility of the USER and in no event shall MMS be liable for any direct or indirect licensing violation, any incidental, consequential, or punitive damages, or loss of business profits, business interruptions, loss of business information, and other problems.
6. Prohibited Uses
Without prior permission in writing by MMS, the USER may not:
(a) Remove, obscure, or alter any copyright notice or other proprietary right disclaimers contained in the SOFTWARE, including the documentation;
(b) Make any use, like renting, selling, leasing, or distribution for money or other consideration, of the SOFTWARE or parts thereof, including the documentation;
(c) Modify, disassemble, reverse-engineer, decompile, translate, reproduce, or distribute the SOFTWARE or variants thereof;
(d) Make any commercial use, like renting, selling, leasing, or distribution for money or other consideration, of modules, scripts, or application prototypes developed by the USER using the SOFTWARE under an ACADEMIC LICENSE.
(e) Use the name of MMS, the MeVisLab trademark, or the names of MMS’s contributors or licensors to endorse promote, or advertise any products or other results derived from the SOFTWARE without the prior written permission of MMS.
(f) Use the SOFTWARE with other or multiple persons, for example, shared use or client/server use without USER license for each person without permission by MMS in a separate, valid license file or key.
(g) Use PROPRIETARY SOURCE-CODE outside the context of the SOFTWARE or other software developed by the USER using the SOFTWARE.
(h) Export or re-export the SOFTWARE, or any direct product thereof, to any country, entity, or person in violation of applicable export control laws and regulations, including without limitation the export control laws of the Federal Republic of Germany, the European Union, and the United States of America. The USER represents and warrants that: (i) the USER is not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions; (ii) the USER is not identified on any restricted or denied party list maintained by Germany, the EU, the United States, or any other applicable jurisdiction; and (iii) the USER will not use the SOFTWARE for any purpose prohibited by applicable export control or sanctions laws, including the development, design, manufacture, or production of nuclear, chemical, or biological weapons or missile technology.
(i) Sublicense, assign, transfer, pledge, or otherwise dispose of the SOFTWARE or any rights granted under this Agreement, whether by operation of law or otherwise, without the prior written consent of MMS, which consent may be withheld in MMS's sole and absolute discretion.
(j) Permit any third party to access or use the SOFTWARE, except as expressly authorized under a valid multi-user or floating license issued by MMS. The USER shall be solely responsible for ensuring that any authorized users comply with all terms and conditions of this Agreement and shall remain fully liable for any breach by such users.
(k) Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the SOFTWARE, except to the extent such activities are expressly permitted under applicable mandatory law.
(l) Use the SOFTWARE in any manner that could disable, damage, impair, or overburden MMS's servers or networks, or interfere with any other party's use of the SOFTWARE or MMS's services.
(m) Circumvent, disable, or otherwise interfere with any security-related features of the SOFTWARE, including features that prevent unauthorized access or use of the SOFTWARE or that enforce limitations on use.
(n) Violate any of the prohibitions set forth in Section 3A(f) relating to the license activation and verification system.
7. Rights of the USER
Any application developed by the USER, by way of using the MeVisLab Academic or Professional ApplicationBuilder, shall be the sole and exclusive property of that USER. The terms for the ApplicationBuilder, including the provision of RUNTIME LICENSES for generated executables, are subject to a separate agreement.
8. Support, Documentation, Training
MMS may provide support, documentation, and training for the SOFTWARE at its sole discretion. Unless expressly agreed otherwise in writing, the USER is not entitled to any support, documentation, or training for the SOFTWARE from MMS.
9. Maintenance and Service
The USER acknowledges and agrees that MMS will not actively inform the USER of any new UPDATES or UPGRADES available. The USER is responsible to regularly check the official MeVisLab website for new versions.
(a) All Licenses are bound to a USER or USERS for multi user licenses. MMS does not charge for UPDATES, maintenance, and support of the SOFTWARE, including upgrades to newer versions within the timeframes outlined below, starting with the day of purchase:
(i) Single User ACADEMIC LICENSE: perpetual license including 1 year maintenance and support;
(ii) Team ACADEMIC LICENSE: 1 year license term, including 1 year maintenance and support;
(iii) Floating ACADEMIC LICENSE: perpetual license including 1 year maintenance and support;
(iv) Educational ACADEMIC LICENSE: 6 months license term, including 6 months maintenance and support for course members;
(v) Single User PROFESSIONAL LICENSE: perpetual license including 1 year maintenance and support;
(vi) StartUp PROFESSIONAL LICENSE: 1 year license term, including 1 year maintenance and support;
(vii) Floating PROFESSIONAL LICENSE: 1 year license term, including 1 year maintenance and support;
(b) The USER may UPDATE or UPGRADE a valid MeVisLab Version during the maintenance period with any MeVisLab Version that has been released before the end of his maintenance period. Maintenance may only be extended as defined in subsections (c) and (d) below during a valid license period. Maintenance cannot be extended for expired licenses.
(c) The USER may extend any active maintenance (“Maintenance Update”) after the free maintenance period, included in the relevant license, for 1 or 2 years at additional cost. Any Maintenance Update has to be purchased before the end of the initial maintenance period, in order to directly follow an ongoing maintenance period. If the USER has not extended the maintenance up to the end of the initial maintenance period and would like to newly purchase the maintenance service at a later point in time, a Maintenance Update will then only be possible if the USER pays the maintenance fee retroactively to the date when the last maintenance period ended.
(d) The USER may also purchase maintenance at any later point in time (“Maintenance Upgrade”). The Maintenance Upgrade is not dependent on a seamless transition from the free maintenance period, but can be purchased at any time, after the initial maintenance has expired. The Maintenance Upgrade includes all maintenance services provided in the initial maintenance, and is offered at the price of the current price list provided by MMS.
10. Limited Warranty and Exclusion of Liability
The SOFTWARE is provided "AS IS" without warranty of any kind. MMS does not warrant or guarantee that the SOFTWARE is free from bugs, errors, and/or omissions, nor does MMS warrant or guarantee the use or the results of the use of the SOFTWARE in terms of correctness, accuracy, reliability, currentness, or fitness for any particular purpose. The entire risk as to the usage, result, and performance of the SOFTWARE lies with the USER. Subject to the mandatory provisions of German law, in no event shall MMS be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of business profits, business interruptions, loss of business information, loss of data, or other pecuniary loss arising out of or in connection with the SOFTWARE, the use of the SOFTWARE, or the USER's relationship with MMS, regardless of whether MMS has been advised of the possibility of such damages. MMS's total aggregate liability for any direct damages arising under or in connection with this Agreement shall not exceed the license fees actually paid by the USER to MMS during the twelve (12) months preceding the claim. The foregoing limitations shall not apply to liability for: (a) intentional misconduct (Vorsatz); (b) gross negligence (grobe Fahrlässigkeit) by MMS, its legal representatives, or executive officers; (c) death or personal injury; or (d) breaches of material contractual obligations (Kardinalpflichten), provided that for breaches of material contractual obligations caused by ordinary negligence, MMS's liability shall be limited to foreseeable, contract-typical damages.
MMS explicitly states that the SOFTWARE is a research and development tool and is NOT a medical device within the meaning of Regulation (EU) 2017/745 (Medical Device Regulation) or any other applicable medical device laws or regulations. To the extent permitted by applicable law, the USER shall indemnify and hold harmless MMS from and against any and all third-party claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to the USER's use of the SOFTWARE for medical, diagnostic, therapeutic, or clinical purposes in breach of this Agreement.
For clarification, in no event shall MMS be liable for any claims, damages, losses or expenses related to the use of Third Party Components, which have been implemented, integrated, or utilized by a USER. The USER is solely responsible for: (i) identifying all Third Party Components used in connection with the SOFTWARE; (ii) obtaining any necessary licenses for such Third Party Components; (iii) complying with all applicable Third Party Component license terms; and (iv) any claims arising from the USER's use, modification, or distribution of Third Party Components.
11. Payment Terms
The delivery of the license file or key takes place after receipt of payment.
12. Term and Termination
(a) The term of the Single User and Floating ACADEMIC or PROFESSIONAL License is unlimited, for all other licenses the term is limited as outlined on our website or as agreed between the USER and MMS.
(b) The term of maintenance and service for the licensed SOFTWARE is limited as outlined above under Section 9 "Maintenance and Service". MMS is entitled to terminate the maintenance and services provided to a USER under this Agreement as outlined below:
* With 3 months prior written notice to the USER, if MMS decides to sunset the SOFTWARE. MMS will refund any prepaid maintenance and service fees for the time after the cessation date until the originally agreed end of the maintenance and service term.
* Immediately upon written notice to the USER, without penalty to MMS, if the USER materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof from MMS (or immediately if the breach is not capable of cure) Agreement.
(c) The USER may terminate this Agreement at any time by providing sixty (60) days prior written notice to MMS and ceasing all use of the SOFTWARE. No refund of any license fees or prepaid maintenance fees shall be provided upon USER termination.
(d) Upon expiration or termination of this Agreement for any reason:
(i) All rights and licenses granted to the USER under this Agreement shall immediately terminate;
(ii) The USER shall immediately cease all use of the SOFTWARE and any applications or executables created using the ApplicationBuilder;
(iii) The USER shall, within ten (10) days of termination, permanently delete or destroy all copies of the SOFTWARE in the USER's possession or control, including any backup copies, and shall certify such destruction in writing to MMS upon request;
(iv) The USER shall return to MMS all confidential information, documentation, and materials provided by MMS;
(v) Any sublicenses, if previously authorized in writing, shall automatically terminate;
(vi) Accrued rights and obligations, including any amounts owed to MMS, shall survive termination.
(e) MMS reserves the right to disable the license file or key upon termination or expiration of this Agreement or the applicable maintenance period.
13. Compensation for Damages
In case the USER violates any terms of this Agreement, including without limitation Sections 5 and 6, the USER shall indemnify, defend, and hold harmless MMS and its affiliates, officers, directors, employees, agents, and licensors (collectively, the "MMS Indemnitees") from and against any and all claims, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and expert witness fees) arising out of or related to: (a) the USER's breach of this Agreement; (b) the USER's use of the SOFTWARE; (c) any applications, modules, or other software developed by the USER using the SOFTWARE; (d) any allegation that USER-developed software infringes or misappropriates any third-party intellectual property rights; (e) any use of the SOFTWARE for medical, diagnostic, or clinical purposes; or (f) any violation of applicable laws or regulations by the USER. MMS shall promptly notify the USER of any claim subject to indemnification; provided, however, that failure to provide such notice shall not relieve the USER of its indemnification obligations except to the extent the USER is materially prejudiced thereby. MMS shall have the right, at its option and expense, to participate in or assume control of the defense of any indemnified claim, and the USER shall not settle any claim without MMS's prior written consent.
14. General
(a) This Agreement constitutes the entire agreement between the parties and supersedes any prior communication between the parties with respect to the subject matter hereof. MMS may propose amendments to this Agreement. Updated terms will be provided to the USER when the installer is started. The USER will be required to accept the updated terms before proceeding with the installation. The USER's acceptance of the updated terms during installation constitutes acceptance of the revised terms. If the USER does not accept the updated terms during installation, the installation will not proceed and the USER may not use the updated version of the SOFTWARE. The USER may continue to use any previously installed version under the terms accepted at that time, or terminate this Agreement in accordance with Section 12. The headings used in this Agreement are for convenience only and are not to be considered in construing the terms of this Agreement.
(b) The provisions of Section 4 (Ownership), 6 (Prohibited Uses), 10 (Limited Warranty and Exclusion of Liability), 13 (Compensation for Damages), and 14 (General) hereof shall survive any expiration or termination of this Agreement. This Agreement shall be governed by, construed, and enforced in accordance with, the laws of the Federal Republic of Germany, excluding its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The courts of Bremen, Germany shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement, and each party irrevocably submits to such jurisdiction and waives any objection to venue. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
(c) Confidentiality. The USER acknowledges that the SOFTWARE, including its source code, object code, algorithms, structure, organization, documentation, and related technical information, constitutes confidential and proprietary information of MMS ("Confidential Information"). The USER shall: (i) maintain the Confidential Information in strict confidence; (ii) not disclose the Confidential Information to any third party without MMS's prior written consent; (iii) use the Confidential Information solely for the purposes permitted under this Agreement; and (iv) protect the Confidential Information using at least the same degree of care used to protect the USER's own confidential information, but in no event less than reasonable care. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years, or indefinitely with respect to trade secrets.
(d) Data Protection. To the extent the SOFTWARE processes any personal data, the USER shall comply with all applicable data protection laws and regulations, including Regulation (EU) 2016/679 (General Data Protection Regulation). The USER is solely responsible for: (i) obtaining all necessary consents and authorizations for the processing of personal data; (ii) ensuring a valid legal basis for any data processing activities; (iii) implementing appropriate technical and organizational measures to protect personal data; and (iv) any claims, fines, or penalties arising from the USER's data processing activities. To the extent MMS processes personal data on behalf of the USER in connection with support, maintenance, or other services, the parties shall enter into a separate data processing agreement in accordance with Article 28 GDPR. If MMS does not process personal data on behalf of the USER, no such agreement is required. Additional information regarding the collection, processing, and protection of technical data for license activation and verification is set forth in Section 3A.
MMS's collection, use, and protection of data is also governed by MMS's Privacy Policy, available at [URL]. In the event of any conflict between this Agreement and the Privacy Policy, the terms of this Agreement shall control with respect to technical data collected for license activation and verification.
(e) Audit Rights. MMS shall have the right, upon thirty (30) days prior written notice, to audit the USER's use of the SOFTWARE to verify compliance with this Agreement, including verification of the number of users, license type, and permitted uses. Such audits may be conducted by MMS or an independent third-party auditor designated by MMS and reasonably acceptable to the USER, during normal business hours, no more than once per calendar year (unless a prior audit revealed material non-compliance). The USER shall cooperate reasonably with any audit and provide access to relevant records and systems, subject to the USER's confidentiality and security requirements. The auditor shall be bound by confidentiality obligations at least as protective as those in this Agreement. If an audit reveals that the USER has materially exceeded the scope of its license, the USER shall promptly pay to MMS: (i) all applicable license fees for the unauthorized use, calculated at MMS's then-current list prices, retroactive to the date of first unauthorized use or two (2) years, whichever is shorter; and (ii) the reasonable costs of the audit if underpayment or unauthorized use exceeds ten percent (10%) of the fees actually paid or the licensed scope.
(f) Assignment. The USER may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder, whether by operation of law, merger, change of control, or otherwise, without the prior written consent of MMS, which may not be unreasonably withheld or delayed. Any attempted assignment in violation of this Section shall be null and void. MMS may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee agrees to be bound by the terms of this Agreement. For any other assignment, MMS shall provide the USER with prior written notice.
(g) Force Majeure. Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, or strikes. In the event of such delay, the affected party's time for performance shall be extended for a period equal to the duration of the force majeure event. If a force majeure event continues for more than ninety (90) days, either party may terminate this Agreement upon written notice without liability. Force majeure shall not excuse the USER's payment obligations for services already rendered or licenses already granted.
(h) Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (i) upon personal delivery; (ii) one (1) business day after deposit with a nationally recognized overnight courier; (iii) three (3) business days after deposit in the mail, postage prepaid, certified or registered, return receipt requested; or (iv) upon confirmation of receipt if sent by email to the addresses specified by the parties. MMS may also provide notice by posting on the official MeVisLab website, which shall be effective upon posting. The USER is responsible for maintaining current contact information with MMS.
(i) Waiver. The failure of MMS to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Any waiver must be in writing and signed by MMS to be effective.
(j) No Oral Modifications. This Agreement may not be modified or amended except by a written instrument signed by MMS or, with respect to amendments under Section 14, by posting on the official MeVisLab website in accordance with the procedures set forth therein.