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Hero™ Software License Terms and Conditions
Hero™ Software License Terms and Conditions
YOU HEREBY AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OF THE LICENSE FOR THE HERO™ SOFTWARE GRANTED TO YOU BY HERO IMAGING AB (UMEÅ, SWEDEN) IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD NOT ACCESS, USE, CONTINUE TO USE, OR COPY THE SOFTWARE.
“Authorised User” means each individual designated by the individual or legal entity set out in the relevant Order Confirmation Notice or by direct written communication by Hero Imaging as having the right to use the Product under these Terms.
“Effective date” means the date when You activate the License Key.
“License” means the license granted by HERO IMAGING pursuant to Section 2.
“License Key” means the unique authorization code for the purpose of authenticating the Product licensed hereunder.
“License Term” means a period of 12 (twelve) months from the Effective Date unless otherwise agreed upon in writing.
“Licensor(s)” means the owner of any component included in the Product which HERO IMAGING has not developed, but to which HERO IMAGING has been granted a license from a third party, to use as part of, or together with, the Product.
“Intellectual Property Rights” means patents, patentable inventions, trademarks (registered or unregistered), design rights, utility models, copyrights, database rights, software, source code, know-how including trade secrets (whether patentable or not) and any similar rights valid against third parties, whether registered or not, and all rights under licenses or otherwise in relation to any of the foregoing.
“HERO IMAGING” means Hero Imaging AB, Reg. No 559377-9852, a limited liability company incorporated under the laws of Sweden.
“Product” means the Hero™ software, (including any documentation and/or accessories), including any patches, bug fixes, upgrades, enhancements and new versions of the Product which are included in the License pursuant to the terms hereof. Also including all separate add-ons, packages, plug-ins or libraries issued by HERO IMAGING.
“Terms” means these terms and conditions for Your and/or any Authorised User’s use of the Product as well as what is set out in specific correspondence directly from HERO IMAGING, applicable, and forming an integral part of the agreement, between You and HERO IMAGING.
“You”/”Your” means the individual or legal entity set out in the relevant Order Confirmation Notice, as well as each Authorised User, except where otherwise indicated.
2. Grant of License
2.1 By accepting a license offer from HERO IMAGING in writing, clicking on the “I Agree” button, accessing the Product, using the Product or any equipment that contains the Product, or otherwise agreeing to these Terms, You accept these Terms of the License under which You benefit from a non-exclusive right to use the Product in accordance with these Terms. If You do not agree to all of the terms set out in these Terms, You may not access, install, use or download the Product.
2.2 Following acceptance of these Terms, HERO IMAGING hereby grants You a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable License to the Product for the License Term as defined by the terms set in the agreed upon license package with HERO IMAGING or its licensor(s) and Licensee(s).
2.3 You hereby acknowledge that the License includes a right to use the Product for academic and research purposes only and that the License may never be used or relied upon for clinical purposes. Further the Product may never be used by other corporations, associations, government authorities and/or legal entities except with specific written permission and a separate license agreement from HERO IMAGING. You may not sub-license, rent out or lend the Product or otherwise permit anyone other than You, either directly or indirectly, for payment or otherwise, to make use of or otherwise dispose of the Product.
2.4 HERO IMAGING reserve the right to modify the current terms and conditions without prior notice or consent.
2.5 You may not use, copy or otherwise transfer or use the Product, wholly or partly, otherwise than as specified in these Terms (nor allow anyone else to do so).
3. Use of the Product
3.1 You may only use the Product for its intended purpose and in accordance with applicable laws, these Terms and other instructions and terms stated in the Product, including but not limited to applicable terms of any open source software incorporated in, or used in connection with the Product as further detailed in the Product, or otherwise notified by HERO IMAGING.
3.2 The Product may only be used by You and not by other employees, co-workers, agents or consultants, except those designated as Authorised Users, which is to be specified in writing to HERO IMAGING. The Product may only be installed on a maximum of one (1) single work station/computer and it may not be installed on a server which may be accessed by multiple users through a network unless a specific server license has been agreed upon in writing with HERO IMAGING. Any attempt to access the Product from another work station/computer will result in the Product license being rendered void. Notwithstanding installation of the Product on more than one (1) work station/computer, and for the avoidance of doubt, the Product is restricted to use only by Authorised Users, unless otherwise agreed in writing between HERO IMAGING and You (the individual or legal entity set out in the relevant Order Correspondence).
3.3 Any transfer of the Product to another work station/computer due to hardware malfunction or similar errors can be carried out by HERO IMAGING upon Your (the individual or legal entity set out in the relevant Order Confirmation Notice) request, and HERO IMAGING shall not unreasonably withhold such assistance, provided however, that the Product has not been altered and/or modified in violation of Section 3.4. The Product must then be permanently deleted from the work station/computer on which it was originally installed.
3.4 Unless expressly permitted by applicable law and to the extent expressly authorised above, You shall not:
(a) copy, in whole or in part, the Product or any related documentation of the Product;
(b) translate, adapt, vary or modify the Product;
(c) dissemble, decompile, deobfuscate, reverse engineer all or any portion of the Product or to take any other action attempting to discover or disclose the source code of the Product or the methods or concepts embodied in such source code, other than as expressly permitted to decompile in order to achieve necessary operability of the Product with another software program, provided however that this does not in any way limit or encumber the Intellectual Property Rights in and to the Product;
(d) provide or otherwise make available the Product in whole or in part in any form to any third party;
(e) modify the Product or any documentation relating to the Product in any way so that copyrights, trademarks or other proprietary notices are removed or altered; nor
(f) act as a service provider or commercial host of the Product or otherwise rent, lease or provide third parties access to the Product for their benefit.
3.5 You acknowledge that the Product is not CE-marked and has not been granted US FDA regulatory clearance and it is Your responsibility to ensure compliance with applicable rules and regulations in the jurisdiction from where You access or use the Product. In specific, the Product should not be relied on for solving a problem where an incorrect output or conclusion could result in injury to a person or loss of property. If You use the Product in such a manner, it is conducted solely on Your own risk.
3.6 You are responsible for obtaining any software, hardware and/or agreement with third parties required for the implementation and use of the Product in accordance with these Terms, and to comply with any terms in relation thereto.
3.7 Where the Product is used in combination with any third party software, You agree to reproduce and include a copyright notice on any copy, modification, or portion of the Product.
4. No Further Rights
You are aware of and accept that the Product remains the property of HERO IMAGING, any licensee(s) or Licensor(s), that this License only grants a limited right to use the Product and that nothing herein shall be construed as transferring any rights whatsoever in the Product from HERO IMAGING to You, except as expressly set out herein.
5. Title and Intellectual Property Rights
5.1 HERO IMAGING and/or its Licensors/Licensees own all rights and title, including all Intellectual Property Rights, relating to the Product.
5.2 You hereby acknowledge that any and all Intellectual Property Rights relating to the Product including all documentation and manuals relating thereto are and shall remain the sole property of HERO IMAGING, or its Licensor(s). You agree that certain aspects of the Product, including but not limited to the specific design and structure of individual programs within the Product, constitute Intellectual Property Rights of HERO IMAGING and its Licensor(s) respectively and collectively. You agree not to disclose, provide, or otherwise make available such Intellectual Property Rights in any form to any third party. You agree to implement reasonable security measures to protect such Intellectual Property Rights ultimately belonging to HERO IMAGING.
5.3 You may not do anything that could jeopardise or negatively affect the Intellectual Property Rights in and to the Products.
6. Support and Maintenance
HERO IMAGING has no obligation to provide maintenance of and/or support of the Product. HERO IMAGING will, however, use reasonable commercial efforts to ensure that there are no bugs or serious deficiencies in the Product, provided the Product has not been altered and/or modified in violation with Section 3.4.
7. DISCLAIMER OF WARRANTY
7.1 HERO IMAGING HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND THE QUALITY OR PERFORMANCE OF THE PRODUCT.
7.2 The Product is provided on an “as is” basis and without any warranty of any kind, either express or implied. HERO IMAGING does not guarantee that the Product is error free and You agree that the existence of such errors shall not constitute a breach of these Terms. Should the Product prove defective, HERO IMAGING shall not be liable for any costs related to necessary servicing, repair or correction of the Product. This Section 7 does not affect any warranties or liabilities that cannot be excluded or limited under applicable law or in the case HERO IMAGING has acted deliberately or with gross negligence.
8. Limitation of Liability
8.1 HERO IMAGING explicitly disclaims any liability for any damages that arise out of or in connection with Your use of the Product. The foregoing disclaimer of liability includes direct, indirect, special, incidental, consequential and punitive damages, including but not limited to lost revenue or profit and loss of data. This Section 8 does not affect any liabilities that cannot be disclaimed, excluded or limited under applicable law nor does it limit HERO IMAGING’s liability in case HERO IMAGING has acted deliberately or been grossly negligent.
8.2 In no event shall HERO IMAGING’s liability, whether in contract, tort (including negligence), or otherwise, exceed fifty (50) per cent of the fees paid for the Product under the License Term.
9. Term and Termination
9.1 The License shall be in force from the Effective date and will automatically terminate at the end of the License Term upon cancellation request sent to HERO IMAGING in writing by You (the individual or legal entity set out in the relevant Order Correspondence) no later than 30 days before the end of the License Term, whereby You will not be able to access the Product.
9.2 For any subsequent year(s) thereafter, You agree that continued use of the Product, is subject to the consent of HERO IMAGING and that HERO IMAGING will, in its own direction, decide on the renewal fee and invoice You (the individual or legal entity set out in the relevant Order Confirmation Notice) for such annual renewal fee thirty (30) days prior to the expiration of the applicable License Term.
9.3 HERO IMAGING may immediately terminate the License with immediate effect if You fail to comply with any provision of the License and/or these Terms. You (the individual or legal entity set out in the relevant Order Confirmation Notice) are fully liable for all use of the Product and all acts and omissions of Authorised User(s).
9.4 Upon termination of the License, You shall destroy all copies of the Product, including any documentation relating to the Product, or upon request of HERO IMAGING, cause the Product and any documentation relating thereto to be returned to HERO IMAGING and provide a written confirmation thereof.
9.5 Any termination of the License (howsoever occasioned) shall not affect the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
10. Processing of personal data
10.2 Where Your usage of the Product for academic or research purposes in accordance with the License involves the processing of personal data, You are acting as an individual data controller. This means that You determine the purposes and means for Your processing of personal data, and are responsible for compliance with applicable privacy and personal data legislation applicable to the processing of personal data, including the General Data Protection Regulation (GDPR) (EU) 2016/679, and any amendments made thereto.
If any portion hereof is found to be void or unenforceable, the remaining provisions of the License shall remain in full force and effect.
12. Governing law and arbitration
12.1 Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”).
12.2 The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be English.
12.3 These Terms shall be governed by the substantive laws of Sweden, without regard to its principles of conflicts of laws.
END OF HERO™ SOFTWARE LICENSE
TERMS AND CONDITIONS
Version 2023.1.0, March 2023
Copyright © 2023 Hero Imaging AB