BioAnalyte Inc.'s End-User Licensing Agreement
Contents
- Acceptance
- Parties
- Multiple-Users License Grant
- Compliance auditing
- Notices
- Prohibitions
- Warranty
- Termination
- Export
- Governance
Acceptance
Please read this software license agreement carefully before downloading or using the software.
By clicking on an "accept" button, downloading the software, or using the equipment that contains this software, you are consenting to be bound by this agreement. If you do not agree to all of the terms of this agreement, do not download or use the software. Click the "do not accept" button and the installation process will not continue.
Parties
BioAnalyte, Inc. ("BioAnalyte") and its suppliers grant to Customers ("Customer") a nonexclusive and nontransferable license to use the BioAnalyte software provided or made available by BioAnalyte to Customer ("Software") in object code form solely on a single equipment provided hardware chassis or a single central processing unit, as applicable, owned or leased by Customer or otherwise embedded in by BioAnalyte. The term "Software" also includes any upgrades, updates, bug fixes, modified versions, and copies of the Software licensed or provided to Customer by BioAnalyte.
Multiple-Users License Grant
If Customer has purchased a multi-user license from BioAnalyte, BioAnalyte and its suppliers grant to Customer a nonexclusive and nontransferable license to use the Software in object code form in ONLY ONE of the following manners:
- make copies of the Software up to the number of copies for which Customer has paid BioAnalyte a license fee and which number is specified; or
- make copies of the Software up to the number of copies for which Customer has paid BioAnalyte a license fee and for which Customer has received a product authorization key ("PAK"); or
- installed in a single location on a hard disk or other storage device of up to the number of computers owned or leased by Customer or the number of simultaneous users for which Customer has paid a license fee ("Permitted Number of Computers" or "Permitted Number of Users", as applicable); or
- provided the Software is configured for network use, installed on a single file server for use on a single local area network for either (but not both) of the following purposes: (a) permanent installation onto a hard disk or other storage device of up to the Permitted Number of Computers or Permitted Number of Users, as applicable; or (b) use of the Software over such network, provided the number of computers or users connected to the server does not exceed the Permitted Number of Computers or Permitted Number of Users, as applicable.
NOTE: The license requirement to pay a license fee does not apply to evaluation or beta copies for which BioAnalyte does not charge a license fee.
Compliance Auditing
Customer grants to BioAnalyte or its independent accountants the right to examine its books, records and accounts during Customer's normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to BioAnalyte the appropriate licensee fees. At BioAnalyte's option, BioAnalyte may terminate this license for failure to comply with this Agreement.
Notices
Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software.
Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates or any Software without the prior written permission of BioAnalyte. Customer may make such back-up copy or copies of the Software as may be necessary for Customer's lawful use, provided Customer affixes to such copies all copyright, confidentiality, and proprietary notices that appear on the original.
Prohibitions
Customer agrees, except as otherwise expressly authorized hereunder, not to:
- remove any product identification or notices of any proprietary or copyright restrictions from the Software;
- make error corrections to or otherwise modify or adapt the Software nor create derivative works based upon the Software, or to permit third parties to do the same; or
- copy, in whole or in part, decompile, reverse engineer, disassemble or otherwise reduce the Software to human-readable form. To the extent required by law, at Customer's request, BioAnalyte shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of BioAnalyte's applicable fee. Customer shall observe strict obligations of confidentiality with respect to such information. Customer agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of BioAnalyte. Customer shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of BioAnalyte. Customer shall implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with BioAnalyte.
Warranty
BioAnalyte warrants that for a period of ninety (90) days from the date of shipment from BioAnalyte: (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software substantially conforms to its published specifications. Except as expressly granted in this Agreement, the Software is provided AS IS. This limited warranty extends only to Customer as the original licensee. Customer's sole and exclusive remedy and the entire liability of BioAnalyte and its suppliers under this limited warranty will be, at BioAnalyte or its service center's option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to the party supplying the Software to Customer. In no event does BioAnalyte warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions.
This warranty does not apply if the Software (a) has been altered, except by BioAnalyte, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by BioAnalyte, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in ultrahazardous activities.
This warranty does not apply if the Software is licensed for beta, evaluation, testing or demonstration purposes for which BioAnalyte does not receive a license fee. Disclaimer.
EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. IN NO EVENT WILL BIOANALYTE OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF BIOANALYTE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall BioAnalyte's or its suppliers' liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Termination
This Agreement is effective until terminated. Customer may terminate this Agreement at any time by destroying all copies of Software including any documentation. This Agreement will terminate immediately without notice from BioAnalyte if Customer fails to comply with any provision of this Agreement. Upon termination, Customer must destroy all copies of Software in its possession or control.
Export
Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.
Governance
This Agreement shall be governed by and construed in accordance with the laws of the State of Maine, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the use of the Software. Restricted Rights.
BioAnalyte's software is provided to United States Government agencies other than the United States Department of Defense ("DOD") with RESTRICTED RIGHTS and its supporting documentation is provided with LIMITED RIGHTS. Use, duplication, or disclosure by the Government is subject to the restrictions as set forth in subparagraph "C" of the Commercial Computer Software---Restricted Rights clause at FAR 52.227-19. In the event the sale is to a DOD agency, the government's rights in software, supporting documentation, and technical data are governed by the restrictions in the Technical Data Commercial Items clause at DFARS 252.227-7015 and DFARS 227.7202. Manufacturer is:
BioAnalyte, Inc. 264 Eastern Promenade, Portland, ME 04101 USA.
All content © 2002-2008 BioAnalyte Inc.
All rights reserved. No portion of this service may be reproduced in any form, or by any means, without prior written permission from BioAnalyte, Inc.