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This SciCan Software Product Agreement is made as of the date of delivery (“
Effective Date
”) to
Customer of the equipment containing the SciCan Software Product (the “
SciCan Equipment
”)
by and between SciCan Ltd., 1440 Don Mills Road, 2nd Floor, Toronto, Canada, M3B 3P9
(“
SciCan
”) and the purchaser or lessee of the SciCan Equipment and each of its end users
(collectively, “
Customer
”). “
SciCan Software Product
” means all SciCan proprietary software
contained in the SciCan Equipment.
This SciCan Software Product License constitutes the entire agreement (“
Agreement
”) between
SciCan and the Customer concerning Customer’s use of the SciCan Software Product. No
purchase order which purports to modify or supplement this Agreement will add to or vary the
terms of this Agreement even if signed or initialed by SciCan.
ARTICLE 1 - INTERPRETATION
1.1
Definitions
(a) “
Affiliate
” will mean any affiliated entity, which Controls, is Controlled by, or is under common
Control with Customer.
(b) “
Confidential Information
” will mean non-public, commercially sensitive information of each
of the parties and, in the case of SciCan, the SciCan Software Product, Updates, Documentation,
and all SciCan information which is marked as confidential or proprietary at the time of disclosure.
(c) “
Control
” will mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management and operating policies of an entity through the ownership of voting
securities (at least fifty-one percent (51%) of its voting or equity securities), contract, voting trust,
or otherwise.
(d) “
Documentation
” will mean the user manuals relating to the use of the SciCan Software
Product and the SciCan Equipment delivered with the SciCan Equipment.
(e) “
SciCan Licensors
” will mean third parties which have granted SciCan distribution rights with
respect to their software.
(f) “
Updates
” will mean modifications made by SciCan to the SciCan Software Product that
SciCan generally makes available at no additional charge to its customers who are current
subscribers for support services and who are current in payment of support services fees, if any.
Updates become part of the SciCan Software Product for purposes of this Agreement.
ARTICLE 2 - LICENSE
2.1
License Grant
Subject to the terms and conditions of this Agreement, SciCan grants Customer a perpetual, fully
paid, non-exclusive, and non-transferable license to use the SciCan Software Product, solely at
Customer’s site, solely in connection with the operation of the SciCan Equipment for Customer’s
internal business purposes.
10. SciCan Software Product License
