Last Updated: November 21, 2024

These Evaluation Terms and Conditions (these “Terms”) governs your use of the Yuimedi, Corp. (“Yuimedi”) software and related online services provided by Yuimedi to you (collectively, the “Software”). By accessing and/or using the Software, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms.

1. License; Restrictions

Yuimedi grants to you (“Licensee”) a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to use the Software and the documentation provided by Yuimedi for use with the Software, solely for Licensee’s internal use on a pilot basis.

Licensee shall not, and shall not permit any third party to:

• (i) use the Software except as expressly permitted in this paragraph;
• (ii) decompile, disassemble, or reverse engineer the Software (unless this restriction is not permitted under applicable law);
• (iii) modify or create any derivative work of any part of the Software;
• (iv) permit any third parties to use the Software;
• (v) market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease, or loan the Service, or use the Software for time-sharing or service bureau use; or
• (vi) remove any proprietary notices contained in the Software.

Nothing in these Terms will confer on Licensee any right of ownership or interest in the Software. Licensee will treat all non-public information regarding the Software as strictly confidential.

2. Licensee Data

To the extent Licensee’s data is collected and processed by Yuimedi via the Software, Licensee hereby grants to Yuimedi a worldwide, non-exclusive, royalty-free license to copy, modify and otherwise use such Licensee Data in order to provide, maintain and improve the Software. Yuimedi may use third-party technology vendors to provide certain functionality for the Software; provided that Yuimedi remains responsible to Licensee for their performance. Yuimedi may access and use Licensee’s systems in connection with Yuimedi’s performance of the Software as permitted by Licensee and in accordance with the terms of the applicable Business Associate Agreement.

3. Disclaimer; Limitation on Liability

THE SOFTWARE IS PROVIDED “AS IS” AND YUIMEDI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT WILL YUIMEDI BE LIABLE FOR:

• ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR
• ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION (WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER FORM OF ACTION), EVEN IF YUIMEDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YUIMEDI’S AGGREGATE LIABILITY SHALL BE LIMITED TO THE FEES PAID BY LICENSEE TO YUIMEDI IN CONNECTION WITH THESE TERMS.

4. Miscellaneous

• No provision of these Terms will be waived by any act, omission, or knowledge of Yuimedi or its agents or employees except by an instrument in writing expressly waiving that provision and signed by a duly authorized officer of Yuimedi.
• If any provision of these Terms is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.
• Headings are for convenience only and will not affect interpretation.

These Terms will be deemed to have been made in, and will be construed pursuant to, the laws of the State of California and the United States without regard to conflicts of law provisions.

Any suit or proceeding arising out of or relating to these Terms will be commenced in federal or state courts in San Francisco, California, and each party irrevocably submits to the jurisdiction and venue of those courts.

These Terms are the complete and exclusive statement of the mutual understanding of the parties, superseding and canceling all previous written and oral agreements and communications relating to the subject matter of these Terms.