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END-USER LICENSE AGREEMENT
1. GRANT OF LICENSE. Subject to the payment of the applicable license fees and all the terms and
conditions of this End User License Agreement ("EULA"), Voyant Health Ltd. ("Voyant Health ")
grants to you a limited, non-exclusive, revocable, non- transferable, non-sublicensable license to
install and use, in binary executable form, the Voyant Health product ("Product") that accompanies
this EULA. If the Product is licensed as a suite or bundled with more than one specified Product, this
license applies to all such specified Products, subject to any restrictions or usage terms specified on
the applicable Purchase Order that apply to any of such Products individually. Notwithstanding the
foregoing, to the extent Software Templates (or “Libraries”) are included with the Products and
subject to the payment of the applicable license fees and all the terms and conditions of this EULA,
specifically but not limited to Section 8, Voyant Health grants to you a limited, term-based, nonexclusive, revocable, non- transferable, non-sublicensable subscription license to install and use the
Libraries.
2. PRECAUTIONS AND PERMITTED USES. The Product may be used only for the intended uses
specified in the user manual of the Product. The Product may be used only by trained personnel, who
are qualified, licensed and experienced in conducting the relevant medical procedures. The Product
may be used only after thorough review of, and strictly in accordance with, the user manual of the
Product. All results provided by the Product must be clinically verified and checked before patient
treatment. The Product is an evaluation tool, intended to provide aid and support to trained personnel,
and should not be used as a decision making tool.
3. LIFE SUPPORT PROCEDURES AND HIGH RISK ACTIVITIES. You acknowledge that the
Product is not fault tolerant and should not be used in direct life support procedures or other activities
requiring fail-safe performance in which the failure of the Product could lead directly to death, and
you agree not to use or allow the use of the Product for, or in connection with, any such procedure or
activity.
4. MULTIPLE USERS. The Product may be installed and used within a multi-user or networked
environment on up to the number of computer and stations specified in the purchase order for the
Product and may be accessed at any such computer(s) and station(s) only by your authorized
personnel and only up to the number of users specified in such purchase order. If the number of users
that can connect to the Product can exceed the authorized number of users specified in the applicable
purchase order, then you must have a reasonable mechanism in place to ensure that your use of the
Product does not exceed the use limits specified in such purchaser order or price list.
5. OWNERSHIP; COPYRIGHT PROTECTION. The Product is licensed, not sold. As between the
parties, all title, ownership rights, and intellectual property rights (including all copyrights, patents,
trade secret rights and trademarks) in and to the Product, and any copies or portions thereof, shall
remain in Voyant Health, its affiliates, or their respective suppliers and licensors. Your possession,
installation, or use of the Product does not transfer to you any title to the intellectual property in the
Product, and you will not acquire any rights to the Product except as expressly set forth in this EULA.
The Product is protected by copyright laws and all other applicable laws. Therefore, you must treat
the Product like any other copyrighted material (e.g. a book or musical recording). You may not
distribute to any third party any activation mechanism or key supplied by, or on behalf of, Voyant
Health, its suppliers, resellers or distributors, in order to activate the copy of the Product that you
have licensed. You may not copy the Product manual(s), on-line documentation, Libraries, or any
written materials accompanying the Product. All title and intellectual property rights in and to the
content which may be accessed through use of the Product, including the Libraries, are the property
of the respective content owner and may be protected by applicable copyright or other intellectual
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property laws and treaties. This EULA grants you no rights to use such content, except the right to
download and use the Libraries in strict compliance with the license granted hereunder.
6. UPGRADES. This EULA does not grant you any right to any enhancement, updates or upgrades for
the Product (collectively, "Upgrades") unless you make separate arrangements for such Upgrades
with Voyant Health and pay any fees associated with such Upgrades. Any such Upgrades for the
Product that may be made available by Voyant Health shall become part of the Product and subject to
this EULA.
7. RESTRICTIONS. Except as expressly and unambiguously permitted by this EULA, you may not,
nor permit anyone else to, directly or indirectly: (a) rent, lease, sublicense, or use the Product for
timesharing or service bureau purposes, or otherwise use the Product for any commercial purpose or
on behalf of any third party; (b) transfer, assign, or pledge your rights under this EULA, without
obtaining the prior written consent of Voyant Health; (c) reverse engineer, decompile, disassemble or
otherwise attempt to discover the source code or structure, sequence and organization of the Product
(except where the foregoing is required by applicable local law, and then only to the extent so
permitted); (d) copy, modify or distribute copies of the Product to third parties; (e) integrate,
incorporate or bundle the Product into any other software or include the Product in other software or
hardware without receiving the prior written consent of Voyant Health; (f) disclose the results of any
benchmark test of the Product to any third party without the prior written approval of Voyant Health;
(e) publish reviews of the Product without the prior consent of Voyant Health. You acknowledge that
the source code form of the Product remains a confidential trade secret of Voyant Health and/or its
affiliates or suppliers. You must maintain all copyright and other any other proprietary notices on the
Product and must reproduce such notices exactly on all permitted copies of the Product.
8. TERM AND TERMINATION. This EULA shall continue until terminated as set forth in this
section. You may terminate this EULA at any time by destroying all copies of the Product and
Product documentation. Voyant Health may terminate this EULA immediately if you violate any
provision of this EULA. Any termination of this EULA shall also terminate the licenses granted
hereunder. Upon termination of this EULA for any reason, you agree to destroy and remove from all
computers, hard drives, networks, and other storage media all copies of the Product and Product
documentation and, at the request of Voyant Health, shall certify to Voyant Health that such actions
have occurred. Sections 2, 3, 5, 7, 8 and 10 through 14, and all accrued rights to payment, shall
survive termination of this EULA. Notwithstanding the foregoing, to the extent any Libraries are
included with the Product, the license granted hereunder with respect to the Libraries shall be
effective from the activation date or sixty (60) days from delivery, whatever is shorter and shall
terminate twelve (12) months thereafter (“Initial Term”), provided however that the license shall
automatically renew at the end of the initial term if you have renewed a subscription and support
services agreement with Voyant Health. In the event you have not renewed a subscription and
support services agreement with Voyant Health, the license to the Libraries shall immediately
terminate on expiration of the Initial Term or the expiration of any renewal term of a subscription and
support services agreement, as appropriate. In the event Voyant Health terminates any subscription
and support agreement with you, the license to the Libraries will immediately terminate. You
understand and agree that you will not have access to the Libraries, and you will not receive any
updates to the Libraries pursuant to Section 6, following termination of expiration of the license to the
Libraries under this Section.
9. REPORTS. You agree to prepare and submit to Voyant Health full and accurate reports, immediately
upon becoming aware of any adverse effect occurring during procedures in which results of the
Product were used or during any other use of the Product.
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10. INDEMNITY. You agree that Voyant Health shall have no liability whatsoever for any use you or
any third party makes of the Product. You hereby agree to defend, indemnify and hold harmless
Voyant Health from any and all damages, liability, costs, and expenses (including attorney's fees)
arising from claims related to your use, and your personnel's use, of the Product.
11. LIMITED WARRANTY AND WARRANTY DISCLAIMERS. The warranty contained in this
Section is Voyant Health's sole obligation and your exclusive remedy for any failure of the Product to
perform as warranted. Subject to payment of applicable license fees, Voyant Health warrants only
that the Product will perform substantially in accordance with the accompanying Product manual(s)
for a period of 90 days from the Effective Date. Voyant Health does not warrant that the Product is
error free. The entire liability of Voyant Health and your exclusive remedy under this warranty shall
be, at the option of Voyant Health, either repair or replacement of the Product that does not meet this
limited warranty and which is returned to Voyant Health with a copy of Customer's receipt within the
90-day warranty period. This limited warranty is void if failure of the Product has resulted from
accident, abuse, or misapplication. Any replacement Product will be warranted for the remainder of
the original warranty period or 30 days, whichever is longer. EXCEPT AS EXPLICITLY SET
FORTH IN THIS AGREEMENT, THE PRODUCT IS PROVIDED "AS IS". VOYANT HEALTH
DOES NOT WARRANT THAT THE PRODUCT IS ERROR-FREE. ADDITIONALLY, VOYANT
HEALTH DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NONINFRINGEMENT. VOYANT HEALTH RESERVES THE RIGHT TO ALTER THE CONTENT
OR STRUCTURE OF THE PRODUCT, LIBRARIES AND SERVICES IN USE ON THE DATE
HEREOF OR THEREAFTER. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN
ESSENTIAL PART OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE FOREGOING
LIMITATIONS MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL
THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT
LIABILITY, OR OTHERWISE, SHALL VOYANT HEALTH OR ITS AFFILIATES, SUPPLIERS
OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF
GOODWILL, ACCURACY OF RESULTS, COMPUTER FAILURE, OR MALFUNCTION), OR
DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN
IF VOYANT HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE ENTIRE LIABILITY OF VOYANT HEALTH FOR DAMAGES OF ANY KIND
WHATSOEVER ARISING OUT OF THIS EULA AND YOUR USE OF THE PRODUCTS,
SHALL BE LIMITED TO THE LICENSE FEE ACTUALLY PAID BY YOU FOR THE
PRODUCT. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF VOYANT HEALTH
SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND
EXCLUSIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS REPRESENT A
VOLUNTARY AND MUTUALLY AGREED ALLOCATION OF RISK AND RESPONSIBILITY
IN A REASONABLE MANNER HAVING DUE REGARD TO THE RATES AND PRICES
CHARGED BY VOYANT HEALTH.
13. EXPORT CONTROLS. You agree to comply with all export laws and restrictions and regulations
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of any Israeli, United States or other government agency or authority, and agree that you will not
export, or allow the export or re-export of the Product in violation of any such restrictions, laws or
regulations. By downloading, installing or using the Product, you agree to the foregoing and
represents and warrants that you are not located in, under the control of, or a national or resident of
any restricted country.
14. MISCELLANEOUS. This EULA represents the complete agreement concerning the license between
you and Voyant Health and supersedes all prior agreements and representations between you and
Voyant Health. It may be amended only by a writing executed by you and Voyant Health. If any
provision of the EULA is held to be unenforceable for any reason, such provision shall be reformed
only to the extent necessary to make it enforceable. The failure of Voyant Health to act with respect
to a breach of this EULA by you or others does not constitute a waiver and shall not limit the rights of
Voyant Health with respect to such breach or any subsequent breaches. This EULA is personal to you
and may not be assigned or transferred for any reason whatsoever without the consent of Voyant
Health and any action or conduct in violation of the foregoing shall be void and without effect.
Voyant Health expressly reserves the right to assign this EULA and to delegate any of its obligations
hereunder. This EULA is governed by and construed under the laws of United States. Should you
have any questions concerning this EULA, or if you desire to contact Voyant Health for any reason,
please contact your distributor or contact Voyant Health, as appropriate, directly at:
[email protected] Support: 866.717.0272
| UK Support: 0-800-404-8204 |
International: +972-3-929-0929
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