BioMicroLab, Inc – End User License Agreement
BioMicroLab, Inc. Software Copyright (c) 2009- 2019 BioMicroLab, Inc. and its Affiliated Companies. All Rights Reserved.
NOTICE TO ALL USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT (“AGREEMENT”), WHICH SETS FORTH LICENSE TERMS FOR THE SOFTWARE IDENTIFIED IN THE HEADING ABOVE (“SOFTWARE”). BY INSTALLING THE SOFTWARE, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT WITH BIOMICROLAB, INC (“BIOMICROLAB”). IF YOU DO NOT AGREE TO ALL OF ITS TERMS, DO NOT INSTALL THE SOFTWARE, OR DESTROY ALL COPIES OF THE SOFTWARE THAT YOU HAVE INSTALLED.
1. License Grant
The Software is licensed, not sold. Subject to the payment of the applicable license fees, and subject to the terms and conditions of this Agreement, BioMicroLab hereby grants to you a non-exclusive, non-transferable right to use one copy of the specified version of the Software and the accompanying documentation (the “Documentation”). You may install one copy of the Software on one computer, workstation, personal digital assistant, pager, “smart phone” or other electronic device for which the Software was designed (each, a “Client Device”). If the Software is licensed as a suite or bundle with more than one specified Software products, this license applies to all such specified Software products, subject to any restrictions or usage terms specified individually for any of such Software products on the applicable product invoicing or packaging. Each copy of the software is owned by BioMicroLab.
The Software is licensed as a single product; it may not be used on more than one Client Device or by more than one user at a time, except as set forth in this Section 1. The Software is “in use” on a computer when it is loaded into the temporary memory (i.e., random-access memory or RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM disc, or other storage device) of that Client Device. This license authorizes you to make one copy of the Software solely for backup or archival purposes, provided that the copy you make contains all of the proprietary notices for the Software.
b. Server Use
To the extent that the applicable product invoicing or packaging sets forth, you may use the Software on a Client Device or as a server (“Server”) within a multi-user or networked environment (“Server Use”) for either (i) connecting, directly or indirectly, to not more than the maximum number of specified Client Devices, or (ii) deploying not more than the maximum number of agents (pollers) specified for deployment. If the applicable product invoicing or packaging does not specify a maximum number of Client Devices or pollers, this is a single product use license subject to subsection (a) above. A separate license is required for each Client Device or “seat” that may connect to the Software at any time, regardless of whether such licensed Client Devices or seats are connected to the Software concurrently, or are actually using the Software at any particular time. Your use of software or hardware that reduces the number of Client Devices or seats that connect to and use the Software directly or simultaneously (e.g., “multiplexing” or “pooling” software or hardware) does not reduce the number of licenses required. Specifically, you must have that number of licenses that would equal the number of distinct inputs to the multiplexing or pooling software or hardware “front end”). If the number of Client Devices or seats that can connect to the Software can exceed the number of licenses you have obtained, then you must have a reasonable mechanism in place to ensure that your use of the Software does not exceed the use limits specified for the license you have obtained. This license authorizes you to make or download one copy of the Documentation for each Client Device or seat that is licensed, provided that each such copy contains all of the proprietary notices for the Documentation.
c. Volume Use
If the Software is licensed with volume use terms specified in the applicable product invoicing or packaging, you may make, use and install as many additional copies of the Software on the number of Client Devices as the volume use terms authorize. You must have a reasonable mechanism in place to ensure that the number of Client Devices on which the Software has been installed does not exceed the number of licenses you have obtained. This license authorizes you to make or download one copy of the Documentation for each additional copy authorized by the volume license, provided that each such copy contains all of the proprietary notices for the Documentation.
This Agreement is effective unless and until you or BioMicroLab terminates the Agreement earlier, in accordance with the terms set forth herein. This Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. When this agreement terminates, you must destroy all copies of the Software and the Documentation. You may terminate this Agreement at any point by destroying all copies of the Software and the Documentation.
3. Ownership Rights
The Software is protected by United States copyright laws and international treaty provisions. Network Associates and its suppliers own and retain all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. You acknowledge that your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and that you will not acquire any rights to the Software except as expressly set forth in this Agreement. You agree that any copies of the Software and Documentation will contain the same proprietary notices that appear on and in the Software and Documentation.
You may not rent, lease, loan or resell the Software. You may not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau or other arrangement, except to the extent that the applicable product invoicing or packaging permits such use. You may not transfer any of the rights granted to you under this Agreement. You may not reverse engineer, decompile, or disassemble the Software, except to the extent that the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon, the Software in whole or in part. You may not copy the Software or Documentation except as expressly permitted in Section 1 above. You may not remove any proprietary notices or labels on the Software. All rights not expressly set forth hereunder are reserved by Network Associates. BioMicroLab reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this Agreement.
Software warranty corresponds to the warranty accompanying the corresponding hardware product. BioMicroLab’s sole obligations with respect to BioMicroLab’s Software is set forth in this agreement. Find complete warranty details here: https://www.biomicrolab.com/orders/terms
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BIOMICROLAB OR A BIOMICROLAB AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
a. Warranty Disclaimer
To the maximum extent permitted by applicable law, and except for the limited warranty set forth herein, THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING PROVISIONS, YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, BIOMICROLAB MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIOMICROLAB DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
6. Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL BIOMICROLAB OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES. IN NO EVENT WILL NETWORK ASSOCIATES BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE BIOMICROLAB CHARGES FOR A LICENSE TO THE SOFTWARE, EVEN IF BIOMICROLAB SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MIGHT NOT APPLY TO YOU. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
7. United States Government
The Software and accompanying Documentation are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
8. Export Controls
This EULA involves products that may be controlled under the laws and regulations of the United States and other countries, including but not limited to the United States Export Administration Regulations, or by any other applicable law, regulation or order (“Export Laws”). You should comply with all Export Laws to assure that the Software is not exported, directly or indirectly, in contravention of the Export Laws. IN ADDITION, YOU SHOULD BE AWARE THAT EXPORT OF THE SOFTWARE MAY BE SUBJECT TO COMPLIANCE WITH THE RULES AND REGULATIONS PROMULGATED FROM TIME TO TIME BY THE BUREAU OF EXPORT ADMINISTRATION, UNITED STATES DEPARTMENT OF COMMERCE, WHICH RESTRICT THE EXPORT AND RE-EXPORT OF CERTAIN PRODUCTS AND TECHNICAL DATA. IF THE EXPORT OF THE SOFTWARE IS CONTROLLED UNDER SUCH RULES AND REGULATIONS, THEN THE SOFTWARE SHALL NOT BE EXPORTED OR RE-EXPORTED, DIRECTLY OR INDIRECTLY, (A) WITHOUT ALL EXPORT OR RE-EXPORT LICENSES AND UNITED STATES OR OTHER GOVERNMENTAL APPROVALS REQUIRED BY ANY APPLICABLE LAWS, OR (B) IN VIOLATION OF ANY APPLICABLE PROHIBITION AGAINST THE EXPORT OR RE-EXPORT OF ANY PART OF THE SOFTWARE. SOME COUNTRIES HAVE RESTRICTIONS ON THE USE OF ENCRYPTION WITHIN THEIR BORDERS, OR THE IMPORT OR EXPORT OF ENCRYPTION EVEN IF FOR ONLY TEMPORARY PERSONAL OR BUSINESS USE. YOU ACKNOWLEDGE THAT THE IMPLEMENTATION AND ENFORCEMENT OF THESE LAWS IS NOT ALWAYS CONSISTENT AS TO SPECIFIC COUNTRIES. ALTHOUGH THE FOLLOWING COUNTRIES ARE NOT AN EXHAUSTIVE LIST, THERE MAY EXIST RESTRICTIONS ON THE EXPORTATION TO, OR IMPORTATION OF, ENCRYPTION BY: BELGIUM, CHINA (INCLUDING HONG KONG), FRANCE, INDIA, INDONESIA, ISRAEL, RUSSIA, SAUDI ARABIA, SINGAPORE, AND SOUTH KOREA. YOU ACKNOWLEDGE IT IS YOUR ULTIMATE RESPONSIBILITY TO COMPLY WITH ANY AND ALL GOVERNMENT EXPORT AND OTHER APPLICABLE LAWS AND THAT BIOMICROLAB HAS NO FURTHER RESPONSIBILITY AFTER THE INITIAL SALE TO YOU WITHIN THE ORIGINAL COUNTRY OF SALE.
9. High Risk Activities
The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”). BioMicroLab expressly disclaims any express or implied warranty of fitness for High Risk Activities.
This Agreement is governed by the laws of the United States and the State of California, without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement sets forth all rights for the user of the Software and is the entire agreement between the parties. This agreement supersedes any other communications with respect to the Software and Documentation. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of BioMicroLab. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by BioMicroLab or a duly authorized representative of BioMicroLab. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The parties confirm that it is their wish that this Agreement has been written in the English language only.
11. BioMicroLab Customer Contact
If you have any questions concerning these terms and conditions, or if you would like to contact BioMicroLab for any other reason, please call (925) 689-1200 or email email@example.com.