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Date Modified: April 12, 2010

Mirion-Radiation Monitoring Systems Users Group (MI-RMS)

1. Your relationship with Mirion Technologies

Your use of Mirion Technologies’ products, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by Mirion Technologies under a separate written agreement) is subject to the terms of a legal agreement between you and Mirion Technologies. “Mirion” means Mirion Technologies, Inc., whose principal place of business is at 3000 Executive Parkway, Suite 222, San Ramon, California, United States, and those entities controlled by, controlling, or under common control with Mirion Technologies, Inc. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

Unless otherwise agreed in writing with Mirion, your agreement with Mirion will always include, at a minimum, the terms and conditions set out in this document.

Your agreement with Mirion will also include the terms of any additional notices applicable to the Services, in addition to these Terms. These Terms form a legally binding agreement between you and Mirion in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

2. Accepting the Terms

In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

You can accept the Terms by: (1) clicking to accept or agree to the Terms, where this option is made available to you by Mirion in the user interface for any Service; or (2) by actually using the Services. In this case, you understand and agree that Mirion will treat your use of the Services as acceptance of the Terms from that point onwards.

You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Mirion, (b) you lack the legal authority to form a binding contract with Mirion, or (c) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

Before you continue, you should print off or save a local copy of these Terms for your records.

3. Provision of the Services by Mirion

Mirion has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Services to you on behalf of Mirion itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

Mirion is innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Mirion provides may change from time to time without prior notice to you.

As part of this continuing innovation, you acknowledge and agree that Mirion may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Mirion’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Mirion when you stop using the Services.

You acknowledge and agree that if Mirion disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

4. Use of the Services by you

In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any actively submitted data you give to Mirion will always be accurate, correct and up to date.

You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data, technology, or software to and from the United States or other relevant countries).

You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Mirion, unless you have been specifically allowed to do so in a separate agreement with Mirion. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

Unless you have been specifically permitted to do so in a separate agreement with Mirion, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

You agree that you are solely responsible for (and that Mirion has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Mirion may suffer) of any such breach.

5. Your passwords and account security

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

Accordingly, you agree that you will be solely responsible to Mirion for all activities that occur under your account.

If you become aware of any unauthorized use of your password or of your account, you agree to notify Mirion immediately via email at: privacy@mirion.com.

6. Privacy and your personal information

For information about Mirion’s data protection practices, please read the Privacy Policy for the Mirion International Radiation Monitoring Systems Users Group located at www.mirms.com.

The Privacy Policy explains how Mirion treats your personal information, and protects your privacy, when you use the Services.

You agree to the use of your data in accordance with Mirion’s privacy policies.

7. Submitted Materials

You understand that all information (such as data files, written text, maps, photographs, videos or other images, graphs, articles, or other materials or copyrighted works) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Submitted Materials”.

You should be aware that Submitted Materials presented to you as part of the Services, including but not limited to advertisements in the Services and Submitted Materials within the Services may be protected by intellectual property rights which are owned by the sponsors or other users who provide such Submitted Materials to Mirion (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Submitted Materials (either in whole or in part) unless you have been specifically told that you may do so by Mirion or by the owners of such Submitted Materials, in a separate agreement.

Mirion reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Submitted Materials from any Service. In addition, there are commercially available services and software, which you may purchase, to limit access to material that you may find objectionable.

Mirion has not reviewed, and cannot review, all of the material, posted in connection with the Services, and cannot therefore be responsible for that material's content, use or effects. By operating the Services, Mirion does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Mirion expressly disclaims any responsibility for any harm resulting from the use by visitors of the Services, or from any downloading by those users of content there posted.

You agree that you are solely responsible for (and that Mirion has no responsibility to you or to any third party for) any Submitted Materials that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Mirion may suffer) by doing so.

8. Proprietary rights

You acknowledge and agree that Mirion (or Mirion’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Mirion and that you shall not disclose such information without Mirion’s prior written consent.

Unless you have agreed otherwise in writing with Mirion, nothing in the Terms gives you a right to use any of Mirion’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

If you have been given an explicit right to use any of these brand features in a separate written agreement with Mirion, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Mirion’s Trademark Guidelines as updated from time to time. Please contact Mirion at legal@mirion.com if you would like to learn more about Mirion’s Trademark guidelines.

Other than the limited license set forth in Section 10 (Submitted Materials license from you), Mirion acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Submitted Materials that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Submitted Materials (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Mirion, you agree that you are responsible for protecting and enforcing those rights and that Mirion has no obligation to do so on your behalf.

You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

Unless you have been expressly authorized to do so in writing by Mirion, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

9. License from Mirion

As the Service evolves, Mirion may, in its sole and absolute discretion, provide software to you as part of the Services. Mirion gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use such software provided to you by Mirion as part of the Services (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Mirion, in the manner permitted by the Terms.

You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Mirion, in writing.

Unless Mirion has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

10. Submitted Materials license from you

From time to time, you may have the opportunity to submit, post or display materials. You retain copyright and any other rights you already hold in Submitted Materials which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give Mirion a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Submitted Materials which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling Mirion to display, distribute and promote the Services and may be revoked for certain Services.

You agree that this license includes a right for Mirion to make such Submitted Materials available to other companies, organizations or individuals with whom Mirion has relationships for the provision of syndicated services, and to use such Submitted Materials in connection with the provision of those services.

You understand that Mirion, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Submitted Materials over various public networks and in various media; and (b) make such changes to your Submitted Materials as are necessary to conform and adapt that Submitted Materials to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Mirion to take these actions.

You confirm and warrant to Mirion that you have all the rights, power and authority necessary to grant the above license.

You confirm that all Submitted Materials are submitted subject to, and you hereby acknowledge and accept, the terms and conditions to the Release and Consent to Use Submitted Materials, which may be found here http://www.mirms.com/frmRMS_Term_Service.aspx.

11. Ending your relationship with Mirion

These Terms will continue to apply until terminated by either you or Mirion as set out below. If you want to terminate your legal agreement with Mirion, you may do so by (1) notifying Mirion at any time, and (2) closing your accounts for all of the Services which you use, where Mirion has made this option available to you. Your notice should be sent, in writing, to Mirion’s address which is set out at the beginning of these Terms.

Mirion may at any time, terminate its legal agreement with you if: (a) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (b) Mirion is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (c) the partner with whom Mirion offered the Services to you has terminated its relationship with Mirion or ceased to offer the Services to you; or (d) Mirion is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or (e) the provision of the Services to you by Mirion is, in Mirion’s opinion, no longer commercially viable

Nothing in this Section shall affect Mirion’s rights regarding provision of Services under Section 4 of the Terms (Provision of Service by Mirion).

When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Mirion have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Section 18 (General legal terms) shall continue to apply to such rights, obligations and liabilities indefinitely. Without limiting the generality of the foregoing, for the avoidance of doubt, Section 10 (Submitted Materials license from you) shall survive the expiration or termination of these Terms.

12. EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 (EXCLUSION OF WARRANTIES) AND 13 (LIMITATION OF LIABILITY), SHALL EXCLUDE OR LIMIT MIRION’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”

IN PARTICULAR, MIRION, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (1) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (3) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (4) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY CONTENT PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MIRION OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

MIRION FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. LIMITATION OF LIABILITY

SUBJECT TO OVERALL PROVISION IN SECTION 12 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT MIRION, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (1) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES; (2) ANY CHANGES WHICH MIRION MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (3) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY SUBMITTED MATERIALS AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (4) YOUR FAILURE TO PROVIDE MIRION WITH ACCURATE ACCOUNT INFORMATION; (5) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

THE LIMITATIONS ON MIRION’S LIABILITY TO YOU IN THE PARAGRAPHS ABOVE SHALL APPLY WHETHER OR NOT MIRION HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

14. Copyright and Trademark Policies

It is Mirion’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers as set forth below.

It is Mirion’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of Mirion and/or others.

Notice for Claims of Intellectual Property Violations and Agent for Notice If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Mirion’s Agent for Notice with the following information (your "Notice") (DMCA, 17 U.S.C. § 512(c)(3) and § 512(d)):

(1) Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material (or in the case of references or links that are claimed to have infringing material or activity, identification of the reference or link, to material or activity claimed to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate that reference or link);

(4) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (5) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate and a statement, made under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

In some circumstances, in order to notify the user who provided the allegedly infringing content to which Mirion has disabled access, Mirion may forward a copy of a valid Notice including name and email address to the user.

Mirion’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:

c/o Mirion Technologies Legal Dept.

3000 Executive Parkway, Suite 222

San Ramon, CA 94583

U.S.A.

By email:legal@mirion.com

15. Other content

The Services may include hyperlinks to other web sites or content or resources. Mirion may have no control over any web sites or resources which are provided by companies or persons other than Mirion.

You acknowledge and agree that Mirion is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

You acknowledge and agree that Mirion is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

16. Changes to the Terms

Mirion may make changes to these Terms from time to time. When these changes are made, Mirion will make a new copy of the Terms available at http://www.mirms.com/frmRMS_Term_Service.aspx.

You understand and agree that if you use the Services after the date on which the Terms have changed, Mirion will treat your use as acceptance of the updated Terms.

17. Language of the Terms

You agree that any the English language version of the Terms will govern your relationship with Mirion. Translations of the Terms, if provided at all, are provided for your convenience only

If there is any contradiction between what the English language version of the Terms says and what any translation says, then the English language version shall take precedence.

18. General legal terms

Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

The Terms constitute the whole legal agreement between you and Mirion and govern your use of the Services (but excluding any services which Mirion may provide to you under a separate written agreement), and completely replace any prior agreements between you and Mirion in relation to the Services.

You agree that Mirion may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

You agree that if Mirion does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Mirion has the benefit of under any applicable law), this will not be taken to be a formal waiver of Mirion’s rights and that those rights or remedies will still be available to Mirion.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

You acknowledge and agree that each member of the group of companies of which Mirion is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

The Terms, and your relationship with Mirion under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Mirion agree to submit to the exclusive jurisdiction of the courts located within the State of California to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Mirion shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.