da Vinci® Si™
iii
DRAFT/PRE-RELEASE/CONFIDENTIAL
10/9/14
Terms and Conditions of End User Software License Agreement
1 LICENSE. The software (“Software”) embedded within the da Vinci Si Surgical System (“System”) and the accompanying
documentation (“Documentation”) are provided under license and are not sold to buyer. Intuitive Surgical, Inc.
(“Intuitive”) grants to buyer a non-exclusive, non-transferable, fully-paid, restricted license to (a) install and use the
Software solely as incorporated in the System in machine-executable object code form and solely in connection with the
operation of the System as described in the Documentation, and (b) use the Documentation for such Software solely for
the purpose of using the Software in compliance with this license.
2 RESTRICTIONS.
(a) Buyer shall not (i) use, copy, translate, modify, create derivative works of, or transfer, (ii) merge with any other
product, (iii) sublicense, lease, rent, loan, or otherwise transfer, (iv) reverse engineer, decompile, disassemble, attempt to
derive the source code for, or otherwise manipulate, or (v) disclose, permit to be disclosed or publicly display or perform,
the Software, in whole or in part, or any copy thereof. Notwithstanding the foregoing, manipulation of the Software is
permitted if, and then only to the extent that, the foregoing prohibition on manipulation is required to be modified by
applicable law; provided, however, that buyer must first request from Intuitive the information to be sought from the
Software, and Intuitive may, in its discretion, provide such information to buyer under good faith restrictions, and/or
impose reasonable conditions, including but not limited to a reasonable fee, on such use of the Software, to ensure that
Intuitive’s and any third party’s proprietary rights in the Software are protected.
(b) Buyer may make a reasonable number of backup and archival copies of the Software as necessary to support the
use of the Software in connection with the balance of the System, but shall not otherwise copy the Software under any
circumstances. Buyer may not alter, obscure or remove any copyright, trademark, proprietary rights, disclaimer, or
warning notice included on or embedded in any part of the Software (including those of third parties).
1 OWNERSHIP. The Software is licensed, not sold, to buyer. There is no implied license, right or interest granted in any
copyright, patent, trade secret, Trademark, invention or other intellectual property right.
2 TERM. This license will begin on the date the Software is delivered to buyer, and will continue until the end of the useful
life of the System. Notwithstanding the foregoing, this license shall terminate immediately upon written notice to buyer
by Intuitive if buyer materially breach any term or condition of this license. Buyer agrees upon termination to promptly
discontinue all use of and destroy the Software and all copies thereof (whether in tangible form or as installed on buyer
equipment).
3 EXPORT LAW. The Software and related technology are subject to U.S. export control laws and may be subject to export
or import regulations in other countries. Buyer agrees to strictly comply with all such laws and regulations and
acknowledge that buyer have the responsibility to obtain such licenses to export, re-export or import as may be required.
4 U.S. GOVERNMENT BUYERS. The Software is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of
“commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R.
12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users
acquire the Software with only those rights set forth therein.
_________________________________End of section______________________________