END USER CLICK WRAP LICENSE AGREEMENT
IMPORTANT READ CAREFULLY. The TERMS AND CONDITIONS of this END USER CLICK WRAP LICENSE AGREEMENT (EUCLA) APPLY to YOU either as an individual or as a corporate entity (hereinafter 'LICENSEE'). According to the terms and conditions of the EUCLA, the materials including PHYSICIAN / CLINICIAN PRIMER and VISUAL/AUDIO DISPLAY PRESENTATION (hereinafter 'PRESENTATIONS') are made available by the licensor, HISTOLOGICS, LLC (hereinafter 'HISTOLOGICS') for the private inspection of the LICENSEE.
The EUCLA is a legal contract between the LICENSEE and HISTOLOGICS for access to view the PRESENTATIONS. By CLICKING on the ACCEPT BUTTON BELOW you are undertaking a NON-VERBAL MECHANISM for MANIFESTING YOUR ASSENT to the TERMS AND CONDITIONS of this EUCLA.
a. License Terms: Grant of License. Provided LICENSEE is in material compliance with all the TERMS AND CONDITIONS of this EUCLA, HISTOLOGICS hereby grants to LICENSEE pursuant to the TERMS AND CONDITIONS of the EUCLA, a nonexclusive, nontransferable license (hereinafter 'LICENSE') to view the PRESENTATIONS.
b. Authorized Use: LICENSEE shall view and evaluate the PRESENTATIONS to make a potential BUSINESS DECISION (hereinafter 'BUSINESS DECISION') with HISTOLOGICS. The LICENSE granted allows the LICENSEE to view the PRESENTATIONS in order to evaluate HISTOLOGICS's ideas, procedures and method of operation in order to further the BUSINESS DECISION.
c. Restrictions on Use: LICENSEE agrees to view the PRESENTATIONS only for LICENSEE's own business either as an individual or as a corporate entity. Under no circumstances shall LICENSEE permit any third party to view the PRESENTATIONS. LICENSEE agrees to this restriction on use to preserve HISTOLOGICS's property interest in individual copies of the PRESENTATIONS.
d. Derivative Products: LICENSEE specifically agrees not to copy, print, alter, maintain, enhance or otherwise modify the PRESENTATIONS. LICENSEE shall not permit or assist any third party to copy, print, alter, maintain, enhance or otherwise modify the PRESENTATIONS.
e. Rights: HISTOLOGICS hereby reserves any and all rights not expressly and explicitly granted in this EUCLA.
f. Term of License: Unless otherwise terminated for breach, the term of this license shall be for seven days.
g. Intellectual Property: The PRESENTATIONS are copyrighted 2010. The LICENSEE agrees that HISTOLOGICS owns all property rights including copyright and trade secret rights associated with the PRESENTATIONS.
h. Governing Law: The EUCLA shall be governed by and construed under the laws of the State of California, without regard to choice of law provisions.
i. Termination: This LICENSE terminates if LICENSEE breaches the EUCLA. In such event LICENSEE must discontinue and cease viewing the PRESENTATIONS.
j. Disclosure: The LICENSEE agrees to be bound by a duty of non-disclosure to any third party with regard to ideas, procedures and methods of operation disclosed explicitly or implicitly in the PRESENTATIONS.
k. Mass Market Transaction: The EUCLA is not a contract for redistribution or for public performance or public display of the PRESENTATIONS, a transaction in which one or more of the PRESENTATIONS is customized, a site license or an access contract as defined in the Uniform Computer Information Transaction Act §102(a)(44).
l. Sale/Transfer: The PRESENTATIONS are not for sale. LICENSEE agrees not to transfer PRESENTATIONS in any form to a third party.
m. Competitor: LICENSEE affirms that it is not in the business of manufacturing cervical biopsy devices, is a contractor or otherwise retained by a business manufacturing cervical biopsy devices or otherwise a competitor of HISTOLOGICS.
n. Material Terms and Conditions: LICENSEE specifically agrees that each of the above terms and conditions are material and that failure of LICENSEE to comply with these terms and conditions shall constitute breach of the EUCLA.