Software License
LICENSE: Mirion Technologies, Inc. or its affiliates or subsidiaries (the "Company") grants Licensee a
limited, non-exclusive license to use the Software listed on the applicable invoice or purchase order, only
in object code form, on one computer or virtual machine. Licensee is not permitted to lease, loan, rent,
distribute or sublicense the Software or to use the Software in a time-sharing arrangement. No license is
granted in the human readable code of the Software (source code). The Software and accompanying
documentation (if any) may be copied only for backup or archive purposes as permitted by law.
Licensee may elect to receive ongoing support and/or maintenance, if offered by Company, upon
payment of Maintenance Fees. Maintenance Fees enable the Company to provide technical support,
and work on upgrades/bug fixes at Company’s discretion. Payment of the Maintenance Fee shall entitle
Licensee to receive such support or install upgrades/bug fixes as Company shall provide to its end-users.
This License Agreement does not apply to any third party software ("Other Software") that is licensed
separately under the terms of separate license agreements ("Other Software Terms"). Any terms of this
License Agreement that conflict with the Other Software Terms will not apply to the Other Software.
All rights not expressly granted by the Company to Licensee in this License Agreement are hereby
reserved by the Company. There are no implied rights.
TITLE; TRADE SECRETS: Licensee acknowledges and agrees that ownership of, and title to, the
Software is held by the Company or its suppliers. Licensee shall not alter, modify or change the Software
or Related Materials or create derivative works based on the Software or Related Materials. Licensee
shall not (a) derive, discover or disclose, or attempt to derive, discover or disclose, by reverse compiling,
reverse engineering, reverse assembling or otherwise, any of Company's trade secrets, including without
limitation the Software (or the source code therefor); (b) disclose, disseminate, grant access to, copy,
reproduce, deliver, transmit, publish, display, sublicense, assign or otherwise transfer any Company
Property (including, without limitation, the Software and Related Materials), or any portion thereof or any
derivation thereof, via any medium whatsoever, by operation of law or otherwise to any third party,
directly or indirectly, including, but without limitation, to any joint venture or business combination
arrangement with any other person or entity, without Company's prior written consent; or (c) alter or
remove from any part of the Software or Related Materials any proprietary rights or copyright notices or
identification that indicate Company’s ownership interest therein.
TERM AND TERMINATION: Licensee may terminate this License Agreement at any time upon written
notice to the Company. The Company may terminate this License Agreement if Licensee fails to comply
with any its terms. The Company may conduct an audit to ensure that Licensee is complying with the
terms of this License Agreement. Upon such termination, the licenses granted by this License
Agreement will terminate and Licensee agrees to stop all use of the Software.
WARRANTY: TO EXTENT PERMITTED BY APPLICABLE LAW, the Company PROVIDES THE
SOFTWARE "AS-IS" AND DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS,
WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. the Company MAKES NO WARRANTY THAT THE
SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE,
SECURE, OR ERROR-FREE.
LIMITATION OF LIABILITY: LICENSEE’S EXCLUSIVE REMEDY FOR ANY DAMAGE OR LOSS
SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT OF THE
LICENSE FEE PAID. COMPANY SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL,
CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR OTHER SIMILAR DAMAGES,
INCLUDING LOST PROFITS, OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF
DATA, LOSS OF THE USE OF THE SOFTWARE, LOSS OF GOODWILL, INCONVENIENCE, EVEN IF
COMPANY HAS BEEN ADVISED OF, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH
DAMAGES.
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