IMPORTANT NOTICE

PLEASE READ THIS LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING THE MATERIALS (AS DEFINED BELOW).

THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN YOU (THE “LICENSEE”) AND SKOPE MAGNETIC RESONANCE TECHNOLOGIES AG (“SKOPE”) REGARDING THE SOFTWARE AND DOCUMENTATION PROVIDED HEREUNDER (COLLECTIVELY, THE “MATERIALS”).

BY ACCESSING OR USING THE MATERIALS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS

1.1. “Licensee” means you, whether an individual or an entity, who is granted the License by SKOPE and is responsible for complying with the terms of this Agreement, including ensuring that any person permitted to access the Materials also complies with these terms.

1.2. “Confidential Information” means with respect to SKOPE the Materials, any results of any testing or analysis of the Materials by any party, and with respect to either party’s information, all information that: (i) is marked as confidential or proprietary; (ii) is disclosed verbally or in writing (hardcopy or digital) and identified as confidential or proprietary at the time of disclosure; or (iii) by its nature is normally and reasonably considered confidential. Notwithstanding the foregoing, the term “Confidential Information” does not include information which (i) becomes generally available to the public; (ii) was available to the recipient on a non-confidential basis as prior to the disclosure of such information to the recipient by the disclosing party; (iii) becomes available to the recipient on a non-confidential basis from a source other than the disclosing party; or (iv) is independently developed by the recipient without any use of or benefit from the disclosing party’s Confidential Information.

1.3. “Documentation” means any user guides, manuals, instructions, or other materials provided by SKOPE in connection with the Materials, whether in printed, digital, or online form, and in any language. Documentation may be updated by SKOPE from time to time and may also include reports or feedback provided at SKOPE’s sole discretion.

1.4. “Licensor” means any individual or entity that has granted SKOPE a license to redistribute or otherwise make available their intellectual property as part of the Materials.

1.5. “Materials” means the software in object code format and associated Documentation provided under this Agreement, including any updates, enhancements, or error corrections made available by SKOPE. In exceptional cases, and subject to SKOPE’s prior written consent, the software may be delivered to the Licensee in source code format or as discrete code snippets. Such delivery shall not alter the scope or nature of the license granted under this Agreement. Any source code or code snippets provided shall be deemed part of the Material as defined herein and shall be subject to all license restrictions, use limitations, and obligations set forth in this Agreement. The Licensee shall treat all source code and code snippets as Confidential Information in accordance with this Agreement.

1.6. “Third Party” means any individual or legal entity other than SKOPE or the Licensee.

2. LICENSE GRANT

Subject to the terms and conditions of this Agreement, SKOPE hereby grants to the Licensee a non-exclusive, non-transferable, non-sublicensable, and revocable license (the “License”) to use the Materials solely for internal purposes or for the purpose of providing engineering feedback to SKOPE regarding the Materials, as applicable.

Each party recognizes that SKOPE grants no licenses by implication, estoppels or otherwise, except for the license expressly set forth herein.

In all cases, the Materials are licensed solely for use in conjunction with SKOPE products and services. Any other use is strictly prohibited unless expressly authorized in writing by SKOPE.

For the avoidance of doubt, Licensee is responsible for the selection, installation, and operation of the software. Installation and training may be provided in SKOPE’s discretion based on a separate agreement.

Support, maintenance, and other services not explicitly mentioned in this Agreement are provided based on separate agreements between the parties.

Specific provisions of the license grant, including but not limited to the delivery of the Materials, the number of license keys provided, specific regulations regarding the term of the License in deviation of this Agreement, and any license fees payable (if any), shall be defined in a separate offer and shall become binding upon acceptance by both parties in a corresponding purchase order. In case of any deviations between the regulation in this Agreement and the purchase order, the regulation in the purchase order shall prevail.

3. LICENSE RESTRICTIONS

The License granted under this Agreement is subject to the following express restrictions. The Licensee shall not, and shall not permit any Third Party to:

3.1. Modify, incorporate into or with other software, or create derivative works of any part of the Materials.

3.2. Adapt, translate, copy, or convert all or any part of the Materials to create, or use the Materials in any other manner to assist or take part in the creation of, software or other materials with the primary purpose of:
(a)    performing the same or similar functions as the Materials or any other technology or materials licensed by SKOPE; or
(b)    replacing any component of the Materials or any other technology or materials licensed by SKOPE.

3.3. Rent, lease, or loan the Materials; use the Materials to support Third Parties’ use; time-share the Materials; or provide the Materials as part of a service bureau.

3.4. Disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code or underlying structure of the Materials (except for components provided by SKOPE in source code form for convenience).

3.5. Sell, resell, license, sublicense, publish, display, distribute, disseminate, assign, or otherwise transfer (by sale, exchange, lease, gift, or otherwise) the Materials, in whole or in part, or any rights therein, to any Third Party without SKOPE’s prior written consent.

3.6. Alter, remove, or obscure any copyright, trade secret, patent, trademark, logo, proprietary, or other legal notices contained in or on the Materials.

3.7. Use SKOPE’s name, trade names, logos, or other trademarks of SKOPE or its licensors in any advertising, promotional materials, or other communications, except as expressly authorized in writing by SKOPE.

3.8. Provide access to the Materials (directly or indirectly) via a web or network application, except within the Licensee’s internal network.

3.9. Copy or reproduce the Materials, in whole or in part, except:
(a)    as necessary for installation and execution in accordance with this Agreement; or
(b)    to make a reasonable number of backup copies, provided that all proprietary notices are retained in such copies.

3.10. Republish or redistribute the Documentation.

4. RETENTION OF RIGHTS; CONFIDENTIALITY

The Materials shall at all times remain the sole property of SKOPE and/or its Licensors. The Licensee acquires no ownership, title, or other interest in the Materials except for the limited rights expressly granted under this Agreement.

The Materials are the result of significant investment and development by SKOPE and represent valuable proprietary and confidential information. They are protected by copyright, trade secret, and other applicable laws. SKOPE reserves all rights not expressly granted herein, including all intellectual property rights under relevant laws and regulations.

No changes to the Materials made by Licensee or by SKOPE at the request of Licensee, however extensive, will reduce the title or ownership rights of SKOPE or its Licensors in the Materials.

All modifications, enhancements or additions to any and all of the software, including, but not limited to any new releases and updates thereto, fixes or workarounds as well as upgrades, is deemed a derivative work of the software. Right, title, and interest in such derivative works will belong solely to SKOPE or its Licensors.

Licensee hereby assigns to SKOPE all title, rights and interests in any feedback / improvements with respect to the Materials that Licensee communicates or discloses in any other manner to SKOPE during the term of this Agreement, without compensation and without any restrictions of use. Feedback / Improvements refer to any suggestion or idea for modifying any of the Materials. In case that applicable national laws do not accept an assignment of title, rights and interests as set out above, Licensee hereby grants to SKOPE a royalty-free, fully paid-up, exclusive, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the Materials any suggestions, enhancement requests, recommendations or other Feedback / Improvements SKOPE receives from Licensee. Licensee hereby waives any moral rights it may have with respect to Feedback / Improvements. Feedback / Improvements will not be considered Licensee’s Confidential Information.

The Licensee shall take all reasonable steps, whether by instruction, agreement, or otherwise, to ensure that any person permitted access to the Materials complies with the use restrictions set forth in this Agreement.

Each party shall use the Confidential Information of the other solely in connection with its performance under this Agreement, hold such information in strict confidence and shall not reveal the same. The parties may solely use the Confidential Information for the purposes explicitly agreed upon herein. Furthermore, the parties shall restrict disclosure of the Confidential Information to its employees, consultants, agents and representatives with a valid need to know in connection with this Agreement and who are bound to protect the confidentiality of such Confidential Information (and shall advise such employees, agents and representatives of the obligations assumed herein). The Confidential Information of each party shall be safeguarded by the other using the same precautions that it uses to safeguard its proprietary information relating to its business, but not less than reasonable precautions. A party may disclose such Confidential Information when required by law, but only to the extent required and only after giving the other party notice of such requirement and an opportunity to contest or limit such disclosure requirement. The party with the disclosure requirement shall cooperate with any reasonable requests from the other party to limit such required disclosure. Upon termination of this Agreement, the receiving party will return to the disclosing party all requested Confidential Information of the disclosing party, including all copies thereof, in the possession or under the control of the receiving party, or at the disclosing party’s option, destroy or purge all such Confidential Information from its systems and files and deliver to the disclosing party a written confirmation that such destruction has been carried out, except to the extent that the receiving party is permitted to retain and use such Confidential Information pursuant to some other term of this Agreement. Upon termination of this Agreement, the parties shall still be obligated to maintain the confidentiality of the Confidential Information provided under this Agreement.

Although SKOPE may consider a commercial release of the Materials, it is under no obligation to do so and reserves the right to modify features, licensing terms, or other characteristics of any such release at its sole discretion.

5. LICENSES FOR THIRD PARTY SOFTWARE

SKOPE may distribute certain third-party software components under licenses granted to it by the respective third-party licensors. Some Materials may require the use of third-party software products that are subject to separate license terms from those third parties.

The Licensee acknowledges and agrees that, to the extent the Materials include or rely on third-party software:

(i)    such third-party software is provided on an “as-is” basis, and is passed through to the Licensee without any warranties, indemnities, support, or other representations from SKOPE. SKOPE’s obligations set forth in this Agreement, in particular the warranty and indemnification obligations, do not extend to such third-party software; and
(ii)    SKOPE shall have no liability or responsibility with respect to such third-party software (whether support, availability, security or otherwise) or with respect to acts or omissions of any provider of the third-party software.

6. TERM AND TERMINATION

This Agreement shall remain in effect until terminated by either party as set forth below. Either SKOPE or the Licensee may terminate this Agreement at any time, for any reason, by providing written notice to the other party. Upon termination or expiration of this Agreement, for any reason, all rights granted under this Agreement shall terminate, and Licensee shall cease all use of the Materials and shall promptly return or destroy all copies of the Materials in its possession or control, except for a reasonable number of archival copies retained solely for record-keeping purposes. If destruction is chosen, the Licensee shall provide written certification of such destruction upon request. License fees paid in advance pursuant to a separate offer and accepted by the parties in a corresponding purchase order shall not be reimbursed, whether in full or pro rata, and irrespective of the reason for termination.

7. EXPORT CONTROL

The Materials may be subject to export control laws and regulations of Switzerland, the United States, the European Union, and other applicable jurisdictions. Notwithstanding any other provision of this Agreement, the Licensee shall not use, export, re-export, transfer, or otherwise make available the Materials in violation of any such laws or regulations.

The Licensee acknowledges that it is solely responsible for complying with all applicable export and import control laws, including obtaining any required licenses or authorizations. This includes, but is not limited to, restrictions on end users, end uses, and destinations imposed by relevant authorities.

Any restrictions or limitations on the use, transfer, or re-export of the Materials communicated by SKOPE in a destination control statement or similar document shall take precedence over any conflicting terms in this Agreement.

8. FEDERAL ACQUISITION

This provision applies to all acquisitions of the Materials and Documentation by or on behalf of the United States federal government. By accepting delivery of the Materials or Documentation, the U.S. government acknowledges that the software and documentation qualify as commercial computer software and commercial computer software documentation, as those terms are defined in FAR 12.212, DFARS 227.7202, and DFARS 252.227-7014. Accordingly, the government’s rights in the Materials and Documentation are limited to those expressly granted under this Agreement. These terms shall govern the use, reproduction, modification, release, performance, display, and disclosure of the Materials and Documentation, and shall supersede any conflicting federal acquisition regulations or contract clauses. If this License does not meet the government’s requirements or is inconsistent with applicable federal procurement law, the government agrees to return the Materials and Documentation, unused, to SKOPE.

9. FOR EUROPEAN UNION AND SWISS LICENSEES ONLY

Any provisions of this Agreement that conflict with laws implemented under Article 6 of Appendix V of the European Union Software Directive, or with the exceptions provided in Article 5(2) and (3) of that Appendix, shall be deemed null and void, but only to the extent that such provisions would otherwise prevent the Licensee from:

• decompiling,
• disassembling, or
• otherwise reverse-engineering

the Materials solely as necessary to achieve interoperability with an independently created program or to pursue other legally permitted objectives under applicable EU law (collectively, the “Permitted Objectives”). Any information obtained through such actions may be used only for the Permitted Objectives and must not be disclosed to others or used to develop competing software.

Notwithstanding the forgoing, the reproduction of the source code for the software and the translation of its form within the meaning of Art. 21 URG (Swiss Copy Right Act) und Art. 17 URV (Swiss Decree on Copyright) shall be permissible where indispensable to obtain the information necessary to achieve the interoperability of the software with another independently created computer program, provided that the following conditions are met:

(a)    the necessary information must not be obtainable by other means. It is therefore mandatory that the Licensee first requests the information from SKOPE. SKOPE is permitted to ask for a reasonable compensation for the disclosure of the requested information. If the requested information is disclosed by SKOPE neither the Licensee nor any other person acting on behalf of the Licensee are permitted to disassemble, decompile or otherwise reverse engineer the software;

(b)    these acts are performed by the Licensee or by another person having a right to use a copy of the software, or on their behalf by a person authorized to do so; and

(c)    these acts are confined to the parts of the software which are necessary to achieve interoperability.

However, the provisions of the above section shall not permit the information obtained through its application:

(a)    to be used for goals other than to achieve the interoperability of the independently created computer program;

(b)    to be given to others, except when necessary for the interoperability of the independently created computer program; or

(c)    to be used for the development, production or marketing of a computer program substantially similar in its expression, or for any other act which infringes copyright.

10. ASSIGNMENT

The Licensee may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations, in whole or in part, whether by operation of law or otherwise, without the prior written consent of SKOPE. Any attempted assignment without such consent shall be null and void.

In the case of any permitted assignment, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, heirs, and legal representatives. SKOPE reserves the right to charge an administrative fee for processing any permitted assignment.

11. LIMITATION OF LIABILITY

SKOPE’s software applications (skope-fx, skope-i, skope-dm), as well as any other software provided by SKOPE under this Agreement, are not medical devices and are intended solely for research purposes. They are not designed or approved to diagnose, treat, cure, or prevent any disease. Any use of the Materials provided under this Agreement or resulting data for medical purposes is strictly prohibited and is at the Licensee’s own risk.

To the extent permitted by applicable law, SKOPE and its licensors disclaim all liability for such misuse of the Materials provided under this Agreement.

Nothing in this Agreement shall exclude or limit liability for death or personal injury, or for any other liability that cannot be excluded or limited under applicable law.

Except as stated above:

(a)    The total liability of SKOPE and its Licensors for any claim arising out of or relating to this Agreement shall not exceed one hundred Swiss Francs (CHF 100.00); and

(b)    SKOPE and its Licensors shall not be liable for any consequential, indirect, special, incidental, or punitive damages whatsoever, including without limitation, damages for loss of profits, loss of sales, loss of business, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to this Agreement, regardless of the theory of liability and even if the other party has been advised of the possibility of such damages. In addition, SKOPE and its Licensors will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside of the reasonable control of SKOPE.

In addition and to the same extent as set out in the paragraph above, in no event shall SKOPE and its Licensors have any liability with respect to any claim by Licensee or any Third Party arising from or relating to information supplied through, created by or resulting from the use of the software provided under this Agreement, including claims relating to the completeness, or accuracy or timeliness of delivery of any information, the results obtained from the use of the information, transmission delays or omissions, interruptions in the supply of information, or any other claims arising out of the use of the information or failure to supply any information.

Licensee will indemnify and hold SKOPE and its Licensors, officers, directors, employees, agents, and contractors harmless against any claim brought by a third party against SKOPE and its Licensors, officers, directors, employees, agents, and contractors arising from or related to any breach of an obligation, representation, warranty, covenant or other provision of this Agreement by Licensee or any matter, which Licensee has expressly agreed to be responsible for pursuant to this Agreement.

12. DISCLAIMER OF WARRANTIES

The Materials, including the software, are provided “as is”, without any express or implied warranties. SKOPE and its Licensors expressly disclaim, to the maximum extent permitted by the applicable laws, any and all warranties, conditions, and representations, including but not limited to:

• warranties of merchantability and title,
• fitness for a particular purpose,
• functionality and accuracy,
• non-infringement, and
• any warranties arising from usage of trade, course of dealing, or course of performance. SKOPE does, in particular, not warrant that the Materials will be error-free, secure or operate without interruption.

The software applications have not been evaluated by the U.S. Food and Drug Administration (FDA) or any similar regulatory authority. Their safety and efficacy have not been confirmed by FDA-approved or equivalent research. They are not intended to diagnose, treat, cure, or prevent any disease.

The information provided in any accompanying Documentation, including manuals, graphics, and images, is not medical advice and should not be used as a substitute for consultation with a qualified healthcare professional. SKOPE does not endorse or recommend any specific tests, procedures, or treatments mentioned in such materials. Always seek the advice of a physician or other qualified health provider with any questions regarding a medical condition.

The entire risk as to the results supplied through, created by, resulting from the use of and obtained from the Materials lies with the Licensee. Neither SKOPE nor its Licensors warrant the accuracy, reliability, quality, suitability, truth, availability, completeness, merchantability for a particular purpose, or timeliness of the results. Furthermore, MR sequences or specific implementations thereof may be subject to third-party intellectual property rights. SKOPE disclaims any warranties for such third party intellectual property rights. It is at Licensee’s own risk to use such MR sequences or specific implementations and to obtain the necessary use rights from the third party intellectual property rights owners.

SKOPE provides, in particular, no warranty regarding, and will have no responsibility for:

(a)    a modification of the Materials made by anyone other than SKOPE, unless SKOPE approves such modification in writing;

(b)    a modification by Licensee of any interfaces or any software or hardware interfacing with the software;

(c)    hardware and software components not provided by SKOPE;

(d)    for the software not having been installed, operated, repaired, or maintained in accordance with instructions supplied by SKOPE;

(e)    for the software having been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or

(f)    for the software having been used in ultra-hazardous activities.

Some jurisdictions do not allow limitations on the duration of implied warranties, so the above disclaimer may not apply to the Licensee. The Licensee may also have other rights that vary by jurisdiction.

In the absence of such deviating mandatory statutory provisions, this warranty shall replace the statutory warranty.

13. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for any dispute, claim, or controversy arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be the ordinary courts of the city of Zurich, Switzerland.

The provisions of this Agreement shall be construed so as to be valid and enforceable according to applicable law. Should any provision hereof be unenforceable or invalid according to applicable law, it shall only be unenforceable or void to the extent of such unenforceability or invalidity and shall for the remaining be replaced by a valid and enforceable provision which shall satisfy the legal and economic meaning/result of the ineffective provision. The remaining provisions of this Agreement remain binding and in full force. The same shall apply to any gap in this Agreement.

The parties expressly agree that the Uniform Computer Information Transactions Act (UCITA), or any version thereof adopted by any jurisdiction, shall not apply to this Agreement. To the extent UCITA is applicable, the parties opt out of its applicability pursuant to the opt-out provisions contained therein.

14. HEADINGS

The headings in this Agreement are provided for convenience only and shall not affect the meaning, construction, or interpretation of any provision of this Agreement.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the Materials and supersedes all prior or contemporaneous understandings, communications, or agreements, whether written or oral.

No modification or amendment to this Agreement shall be valid unless made in writing and signed by authorized representatives of both SKOPE and the Licensee.

Version 1 (2025)