MeVisLab SOFTWARE License Agreement
Version: 06. November 2023
Copyright (C) 2000-2024, 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 SOFTWARE (in the following "SOFTWARE") and ApplicationBuilder have been developed by MeVis Medical Solutions AG, Bremen, Germany (in the following "MMS") and are offered in two versions,
(a) Non-Commercial License (in the following "MeVisLab Standard SDK" and "MeVisLab Standard ApplicationBuilder") and
(b) Commercial 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 (Commercial or Non-Commercial) as outlined. By installing and using the SOFTWARE or ApplicationBuilder, the USER accepts the terms and conditions of this Agreement.
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 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, and
(c) 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.
RESEARCH MODULES consists of the part of the SOFTWARE located in the module packages starting with "FMEwork" and "FMEstable".
NON-COMMERCIAL USAGE is the utilization of the SOFTWARE or ApplicationBuilder for non-profit research, academic, or teaching purposes, performed in a non-profit institution, such as universities, schools, and other education institutions, or for purely private purposes, in all cases provided that the results obtained by using the SOFTWARE or ApplicationBuilder are not utilized for commercial purposes.
COMMERCIAL USAGE is any utilization of the SOFTWARE or ApplicationBuilder that is not a NON-COMMERCIAL USAGE.
PROPRIETARY SOURCE-CODE are all files having a Copyright notice of MMS 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 or ApplicationBuilder up to date. Updates do not include functional improvements or enhancements to the SOFTWARE or ApplicationBuilder, to the supported operating system or application software derived from the SOFTWARE or ApplicationBuilder, or any new SOFTWARE features.
UPGRADE means functional improvements, enhancements, and enabling of new functionality to and in the SOFTWARE or ApplicationBuilder.
3. Licenses
MMS offers two types of licenses, a NON-COMMERCIAL and a COMMERCIAL license. Those licenses include partially different functions and are therefore also linked with different rights, obligations, and terms of use.
(a) NON-COMMERCIAL LICENSE
(i) MeVisLab Standard SDK includes not only modules developed by MMS but also from the Fraunhofer Institute for Digital Medicine MEVIS, Bremen, Germany (in the following "FME") non-commercial modules. The NON-COMMERCIAL LICENSE is available in different variations, which can be ordered based on the specific needs, intended use, and meeting the specific requirements.
(ii) MeVisLab Standard ApplicationBuilder
(b) COMMERCIAL LICENSE
(i) MeVisLab Professional SDK does not include the FME non-commercial modules and it is only available as a single user license.
(ii) MeVisLab Professional ApplicationBuilder
All licenses are always assigned to a named USER with email address and bound to MAC Address(es) of the system(s).
4. Ownership
(a) The SOFTWARE and ApplicationBuilder are the sole and exclusive property of MMS and involves valuable proprietary rights of MMS.
(b) As an exception, the RESEARCH MODULES, which are only available under the NON-COMMERCIAL License, are the sole and exclusive property of FME.
(c) The respective owner, i.e., MMS or FME, retains title to and ownership of all copyright, trade secret, trade name, trademark, logos, and other proprietary rights related to the SOFTWARE and ApplicationBuilder, regardless of the form that the original or other copies exist in. The USER must take appropriate steps to protect these rights of the owner.
(d) By the terms of this Agreement, the USER is entitled to make use of the SOFTWARE or ApplicationBuilder under the conditions set forth in this Agreement. No proprietary rights regarding the SOFTWARE or ApplicationBuilder are transferred to the USER.
5. Permitted Use
(a) NON-COMMERCIAL LICENSE
(i) MMS grants the USER a non-exclusive license to use the SOFTWARE or ApplicationBuilder for NON-COMMERCIAL USAGE. The COMMERCIAL USAGE of the SOFTWARE or ApplicationBuilder is only permitted if this right has been granted to the USER by MMS in a separate, valid license file.
(ii) Any MeVisLab module, network document, macro module, module script, application prototype, or other software developed by the USER using the SOFTWARE or ApplicationBuilder remains the property of the USER. The COMMERCIAL USAGE of such developments is only permitted if this right has been granted to the USER by MMS in a separate license agreement.
(iii) A part of the SOFTWARE or ApplicationBuilder 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) COMMERCIAL LICENSE
(i) MMS grants the USER a non-exclusive and non-transferable license for COMMERCIAL USAGE of the SOFTWARE or ApplicationBuilder for research, software development, providing a commercial service, distribution of own modules and networks ("COMPONENT"), both in source code and binary form for use with the SOFTWARE or ApplicationBuilder. Any other form of use is subject to additional agreement between MMS and the USER as defined in section 7.
(ii) 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.
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 or ApplicationBuilder, including the documentation;
(b) Make any use, like renting, selling, leasing, or distribution for money or other consideration, of the SOFTWARE or ApplicationBuilder or parts thereof, including the documentation;
(c) Modify, disassemble, reverse-engineer, decompile, translate, reproduce, or distribute the SOFTWARE or ApplicationBuilder 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 or ApplicationBuilder under a NON-COMMERCIAL License, unless MMS has granted the right for COMMERCIAL USAGE of the SOFTWARE or ApplicationBuilder to the USER in a separate, valid license agreement.
(e) Use neither the name of MMS nor the names of its contributors to endorse or promote products or other results derived from this SOFTWARE or ApplicationBuilder and the usage of the SOFTWARE or ApplicationBuilder.
(f) Use the SOFTWARE or ApplicationBuilder with other or multiple persons, for example, shared use or client/server use without USER license for each person.
(g) Use PROPRIETARY SOURCE-CODE outside the context of the SOFTWARE, ApplicationBuilder or other software developed by the USER using the SOFTWARE or ApplicationBuilder.
7. Rights of the USER
Any application developed by the USER, by way of using the MeVisLab Standard 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
The SOFTWARE or ApplicationBuilder are provided to the USER "as is". MMS provides support, documentation, and training for the SOFTWARE or ApplicationBuilder at its own discretion. The USER is not entitled to any support, documentation, or training for the SOFTWARE or ApplicationBuilder by MMS.
9. Maintenance and Service
(a) MMS does not charge for UPDATES, maintenance, and support of the SOFTWARE or ApplicationBuilder, including upgrades to newer versions within the following timeframes, after purchase:
(i) Single User License NON-COMMERCIAL: includes 1 year maintenance and support, incl. upgrades to newer version;
(ii) Team License NON-COMMERCIAL: includes 1 year maintenance and support, incl. upgrades to newer version;
(iii) Educational License NON-COMMERCIAL: includes 6 months for course members;
(iv) Single User License COMMERCIAL: includes 1 year maintenance and support, incl. upgrades to newer version.
The licenses mentioned above in (ii) and (iii) are not available for MeVisLab ApplicationBuilder.
(b) The USER may upgrade a valid MeVisLab Version during the maintenance period with any MeVisLab Version that has been released before the end of his maintenance period.
(c) The USER may extend the maintenance after the free maintenance period for 1 or 2 years at additional cost.
(d) Any extension of maintenance has to be purchased directly following an ongoing maintenance period. If the USER has not extended the maintenance at any point in time and wishes to newly purchase the maintenance service, the renewal will then only be possible if the USER pays the maintenance fee retroactive to the date when the last maintenance period ended.
10. Limited Warranty and Exclusion of Liability
(a) MMS does not warrant that the SOFTWARE or ApplicationBuilder are free from bugs, errors, and/or omissions. In no event shall MMS be liable for any direct or indirect damage, any incidental, consequential, or punitive damages, or loss of business profits, business interruptions, loss of business information, and other problems in connection with the SOFTWARE or ApplicationBuilder or the use of the SOFTWARE or ApplicationBuilder or the USER's relationship with MMS, regardless of whether or not the USER has notified MMS of the possibility of such damages. MMS does not warrant guarantee regarding the use or the results of the use of the SOFTWARE or ApplicationBuilder in terms of its correctness, accuracy, reliability, currentness, or fitness for any purpose or otherwise. The entire risk as to the usage, result, and performance of the SOFTWARE or ApplicationBuilder lies with the USER.
(b) MMS explicitly points out that the SOFTWARE and ApplicationBuilder are research and development tools and not medical products. In particular, the SOFTWARE and ApplicationBuilder are not certified in any way for any medical, diagnostic, therapeutical, or any other purposes in that area. It is acknowledged by the USER that medical results achieved using the SOFTWARE or ApplicationBuilder have to be verified and supplemented by other methods.
(c) For clarification, in no event shall MMS be liable for any claims related to the use of Third Party Components, which have been implemented by a USER.
11. Payment Terms
The delivery of the license file takes place after receipt of payment.
12. Term and Termination
(a) The term of the Single User License (NON-)COMMERCIAL 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 SOFTWARE or ApplicationBuilder licensed is limited as outlined above under Section 8 "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 or ApplicationBuilder. 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.
- Without prior notice at any time, without penalty, in case the USER violates any of the terms of this agreement.
13. Compensation for Damages
In case the USER violates any terms of this agreement, especially sections 5 and 6, they will be liable towards MMS for damages arising out of such violation.
14. General
This Agreement constitutes the entire agreement between the parties and supersedes any prior communication between the parties with respect to the subject matter hereof. The terms of this Agreement may be amended from time to time in MMS’ sole descretion. The headings used in this Agreement are for convenience only and are not to be considered in construing the terms of this Agreement.
The provisions of section 6, 10, and 14 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. If any of the terms and conditions should be determined invalid by reason of the relevant laws, then the remaining terms and conditions shall remain in full effect.