SOFTWARE END-USER LICENSE TERMS

RIDA (hereafter, interchangeably, RIDA and “Software”) is a program created by Gargantuan Medical Solutions Oy (hereafter “Gargantuan”), intended to reduce documentation burden by using existing phrases, instant speech-to-text recognition (eventually) and by automatizing repeated functions.

This End User License Agreement (hereafter, “EULA”) governs the use of the Software. References to “End User” or “You” in this EULA refer to any entity or individual which has obtained a copy of the Software. This EULA is an integral part of Your license agreement with Gargantuan.

1 GRANT OF LICENSE

Subject to Your continued compliance with your license agreement and this EULA Gargantuan grants You a revocable, limited, non-transferable and non-exclusive license to download, install and use the Software for the duration of Your license agreement. You shall have no right to grant sub-licenses to the Software. The license entitles a predetermined number of users as defined in Your license agreement to use and access the Software, each with a unique user identifier. These user identifiers are strictly individual and must not be shared or used by anyone other than the designated user. Users are responsible for maintaining the confidentiality of their identifiers and must not disclose them to other users or any third parties. In addition, it is expressly stated that no individuals other than the predetermined users, are authorized to use or access the Software. Any use or access by individuals not explicitly granted rights under this license constitutes a violation of this license.

Under this EULA, the following is strictly prohibited:

• making copies of the Software, other than for the necessary backup in machine readable form
• renting, leasing, transferring, assigning, providing Software as a service or otherwise making available to others the Software or your personal registration key
• altering, merging, modifying, adapting or translating the Software
• decompiling, reverse engineering, disassembling or otherwise reducing the Software to a human-perceivable form or modifying the file format in any way, including by way of file format conversion except and only to the extent expressly permitted by applicable law notwithstanding this limitation
• creating derivative works based upon the Software or otherwise deriving the source code or other proprietary information or trade secrets from the Software or attempting to do so.

2 INTELLECTUAL PROPERTY RIGHTS

The Software and all related and associated materials, including but not limited to, names, logos and graphic depictions, are the exclusive property of Gargantuan. Nothing in this EULA or the license agreement by and between You and Gargantuan shall grant You any rights of ownership over the Software or any other proprietary material and works belonging to Gargantuan.

You and the authorized users may create personalized phrases and other user generated content when using the Software. Upon termination of this EULA and the related license agreement, you have the right to retain copies of such personalized phrases and information. Your right to such phrases and information does not grant You any rights over the Software itself, or any other material originating from and belonging to Gargantuan, in line with the above, non-exhaustive, list.

You may, from time to time, provide Gargantuan with comments, suggestions, data and information or feedback (“Feedback”) on the Software. You acknowledge and agree that such Feedback may be freely used by Gargantuan, at its sole discretion, for the design, development, improvement, marketing and commercialization of its products and services, without any restrictions based on confidentiality or intellectual property rights.

3 TRADE SECRETS AND CONFIDENTIALITY 

The structure, code and organization of the Software are trade secrets and of proprietary nature to Gargantuan. You agree and warrant to keep and maintain the Software in confidence and prevent unauthorized disclosure of Software using at least the same degree of care You use for proprietary and confidential information pertaining to Your business, activities, works and materials, but in no event less than reasonable care. You shall not disclose the Software or any part thereof to anyone for any purpose. The obligations under this section shall survive indefinitely.

4 LIMITED WARRANTY

You may notify Gargantuan of defects in the Software. Such defects will be examined and corrected by Gargantuan, exercising its best efforts, within a reasonable timeframe.

At your option, you may enter into a separate maintenance and support agreement with Gargantuan.

In all cases except for the above, the Software is provided AS IS without any warranty whatsoever, whether express or implied, including but without limitation to warranties of merchantability, fitness for any particular purpose, performance or non-infringement. By accepting this EULA, you understand and assume the risk for your use of the Software.

5 LIMITATION OF LIABILITY

Gargantuan shall have no liability for any indirect or consequential damage. Indirect or consequential damage shall mean, inter alia but is not limited to, any damages resulting from interruption of the use of the Software, loss of profits or revenue, loss of data, loss of information or loss of business or cost of procurement of substitute goods or services, arising out of or in connection with this EULA, the Software or the performance of Gargantuan.

Gargantuan shall in no event be liable where

• You use the Software for purposes or in ways contrary to the proper and intended purpose of the Software 
• You fail to adhere to the user documentation provided or made available 
• any files or data are lost or damaged (howsoever such loss or damage may have arisen). 

The proper and intended purpose of use of RIDA pertains solely to providing support to the documentation process. By accepting the terms of this EULA, you agree and understand that RIDA does not, under any circumstances, replace, supplant, or complement advice from a qualified professional. 

Except for instances of gross negligence of willful misconduct on the part of Gargantuan, the maximum aggregate liability of Gargantuan arising out of this EULA and Your license Agreement shall not exceed the amount of fees paid by You during the preceding month. A claim for liability will be unenforceable and lapse unless Gargantuan receives written notice thereof within six (6) months after the discovery of an event under which such a claim may be justified.

6 TERMINATION

This EULA shall enter into force on the effective date of the license order and continue to be in force for the duration of the license period specified in Your license agreement.

Gargantuan shall be entitled to terminate the EULA immediately upon prior written notice upon: 

• the breach of any material provision of this EULA or the related license agreement by the End User if (i) such breach cannot be remedied or (ii) if recoverable, the End User has not cured such breach within 30 (thirty) days period following receipt of a written notice substantiating such breach; or 
• the filing or institution of bankruptcy, liquidation or receivership proceedings of the End User, or in the event a receiver or custodian is appointed for the End User’s business, or if its business is discontinued or if it has a petition presented by a creditor for its winding up or if the End User enters into any liquidation.

Upon termination of the EULA, You shall immediately discontinue the use of the Software, remove it from Your device and destroy backup copies from all storage media, and, at Gargantuan’s option, return or destroy any and all related materials You have received.

Termination does not remove or reduce Your obligation to pay any outstanding fees, which shall be due for payment immediately upon termination of the EULA.

Sections 2, 3, 5, 7 and any other provisions which are needed to interpret and enforce the parties rights or obligations hereunder, shall survive the termination or expiration of this EULA.

7 GOVERNING LAW AND JURISDICTION 

Your right to use the Software and the terms of this EULA will be governed by laws of Finland with the exception of any choice of law provisions.

Any dispute, controversy or claim arising out of or relating to this EULA or Your license agreement or the breach, termination or validity thereof, shall be settled by the [ District court of Helsinki]. Nothing in this EULA or Your license agreement shall prevent Gargantuan from seeking injunctive relief from any competent court of tribunal.

8 MISCELLANEOUS 

The invalidity or unenforceability of any provision this EULA shall not affect or limit the validity or enforceability of any other provisions thereof.

Failure by Gargantuan to enforce its rights under the EULA shall not constitute a waiver of such rights and shall not relieve the End User of its obligations under this EULA. The End User may not assign any of the rights and obligations granted to it or imposed on it by this EULA or the related license agreement to anyone.

You are obligated to use the Software in compliance with applicable export and import laws, regulations and rules.

This EULA is an integral part of the license agreement between You and Gargantuan and shall supersede any previous written or oral agreements and understandings.