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LICENSE AGREEMENT

WE (IXICO LIMITED) ARE WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THE FOLLOWING AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY BEFORE DOWNLOADING THE SOFTWARE. BY EXERCISING THE OPTION TO DOWNLOAD THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THE AGREEMENT.

SOFTWARE LICENCE AGREEMENT

1. Ownership and Licence. Your non-exclusive rights to use and co (as described in Schedule 1 to this licence agreement) downloaded to your computer and all other copies that you are authorised by this Agreement to make (the "Software") are specified in this Agreement, and we (or our licensors) retain all rights including but not limited to all copyright and other intellectual property rights, anywhere in the world, in the Software not expressly granted to you in this Agreement.

2. Permitted Uses. You are granted, free of charge, the following non-exclusive, non-transferable rights in respect of the Software:

(a) You may download and install the Software onto one computer or server for use in accordance with Clause 2 (b) of this Agreement provided that you ensure that the Software is not accessible by other users unless they have themselves accepted the terms of this licence agreement.

(b) You may use the Software solely for non-commercial, academic research purposes and only in accordance with the terms of this Agreement. You may not use the Software for, or in relation to, patient management or in, or in relation to, clinical trials.

(c) Right to Copy. You may copy the Software for back-up and archival purposes, provided that each copy is kept in your possession and provided you reproduce our copyright notice on each copy.

(d) Transfer and sub-licensing. You may not rent, lend, or lease the Software and you may not transfer or sub-license this licence to use the Software or any of your rights or obligations under this Agreement to another party.

(e) Identity of Licensee. The licence granted herein is personal to you. You shall not permit any third party to access, modify or otherwise use the Software nor shall you access modify or otherwise use the Software on behalf of any third party. If you wish to obtain a licence for mutiple users or a site licence for the Software please contact us at academic-license-request@ixico.net

(f) Publications and presentations. In all publications and presentations of research carried out using the Software, you must acknowledge use of the Software using the form of words and citations given in Schedule 2.

3. Prohibited Uses. You may not, without written permission from us.

(a) Use, copy, modify, merge, or transfer copies of the Software or any documentation provided by us which relates to the Software except as provided in this Agreement;

(b) Use any back-up or archival copies of the Software (or allow anyone else to use such copies) for any purpose other than to replace the original copy in the event it is destroyed or becomes defective; or

(c) Disassemble, decompile or "unlock", reverse translate, or in any manner decode the Software for any reason. If you acquired the Software within the EU, information necessary to achieve interoperability of the Software with other independently created programs, within the meaning of Article 6 of the Directive on the Legal Protection of Computer Programs (91/250/EEC), is available from us on request.

4. Warranty Disclaimer

(a) Disclaimer. The Software has been developed for research purposes only and is not a clinical tool. You acknowledge that we are providing the Software to you under this licence agreement free of charge and on condition that the disclaimer set out below shall apply. We do not warrant that the Software will meet your requirements or that its operation will be uninterrupted or error-free. You acknowledge that you have reviewed and evaluated the Software to determine that it meets your needs and that you assume all responsibility and liability for determining the suitability of the Software as fit for your particular purposes and requirements. Subject to Clause 4(b), we exclude and expressly disclaim all express and implied representations, warranties, conditions and terms not stated herein (including the implied conditions or warranties of satisfactory quality, merchantable quality, merchantability and fitness for purpose).

(b) Savings. Some jurisdictions may imply warranties, conditions or terms or impose obligations upon us which cannot, in whole or in part, be excluded, restricted or modified or otherwise do not allow the exclusion of implied warranties, conditions or terms, in which case the above warranty disclaimer and exclusion will only apply to you to the extent permitted in the relevant jurisdiction and does not in any event exclude any implied warranties, conditions or terms which may not under applicable law be excluded.

5. Limitation of Liability

(a) You acknowledge that we are providing the Software to you under this licence agreement free of charge and on condition that the limitation of liability set out below shall apply. Accordingly, subject to Clause 5(b), we exclude all liability whether in contract, tort, negligence or otherwise, in respect of the Software and/or any related documentation provided to you by us including, but not limited to, liability for loss or corruption of data, loss of contracts, loss of income, loss of profits, loss of cover and any consequential or indirect loss or damage of any kind arising out of or in connection with this licence agreement, however caused. This exclusion shall apply even if we have been advised of the possibility of such loss or damage.

(b) Nothing in this Agreement shall have the effect of excluding or limiting our liability for death or personal injury caused by our own negligence. This licence does not permit you to use the Software for, or in relation to, patient management or in, or in relation to, clinical trials.

(c) Some jurisdictions do not allow these limitations or exclusions either wholly or in part, and, to that extent, they may not apply to you. Nothing in this licence agreement will affect your statutory rights or other relevant statutory provisions which cannot be excluded, restricted or modified, and its terms and conditions must be read and construed subject to any such statutory rights and/or provisions.

6. Confidentiality. You agree not to disclose any confidential information provided to you by us pursuant to this Agreement to any third party without our prior written consent. The obligations in this Clause 6 shall survive the termination of this Agreement for any reason.

7. Termination.

(a) We may terminate this licence agreement and your right to use the Software at any time with immediate effect upon written notice to you.

(b) This licence agreement and your right to use the Software automatically terminate if you:

(i) fail to comply with any provisions of this Agreement; or

(ii) destroy the copies of the Software in your possession, or voluntarily return the Software to us.

(c) Upon termination you will destroy all copies of the Software.

(d) Otherwise, the restrictions on your rights to use the Software will expire upon expiration of the copyright to the Software.

8. Miscellaneous Provisions.

(a) This Agreement will be governed by and construed in accordance with the substantive laws of England whose courts shall have exclusive jurisdiction over all disputes which may arise between us.

(b) This is the entire agreement between us relating to the Software, and supersedes any prior purchase order, communications, advertising or representations concerning the Software.

(c) No change or modification of this Agreement will be valid unless it is in writing, and is signed by us.

(d) The unenforceability or invalidity of any part of this Agreement will not affect the enforceability or validity of the remaining parts.


SCHEDULE 1


The Software

The Image Registration Toolkit is a comprehensive library of tools for medical image registration. It implements a variety of algorithms for 2D and 3D image registration including rigid, affine and non-rigid registration. The software also includes tools for transforming and resampling images using a variety of geometric transformations and interpolation methods. Tools for manipulating transformations are also included.

The rigid and affine registration algorithms are based on the method proposed by Colin Studholme in

The non-rigid registration algorithm is based on the methods proposed by Daniel Rueckert and Julia Schnabel in

The software has been written by Daniel Rueckert

SCHEDULE 2


Acknowledgments

If you use the software you should add the following acknowledgement: The Image Registration Toolkit was used under Licence from Ixico Ltd. Additionally, if you use the non-rigid registration software provided you should reference the following papers in any publication:

If you use the rigid or affine registration components provided by the software you should reference the following paper in any publication:


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