KnowItAll Software End User License Agreement
The Bio-Rad databases and software (the "Software") is made available by the Informatics Division of Bio-Rad Laboratories, Inc. (directly or through its authorized distributors) ("Bio-Rad") to you, the end user ("You") in accordance with the terms and conditions of the following end user license agreement (the "Agreement"). For the avoidance of doubt, all references to "You" shall refer to the individual end user and any person or entity licensing the Software on the end user's behalf.
PLEASE READ THE AGREEMENT CAREFULLY. BY CLICKING ON THE "Yes, I Agree" BUTTON BELOW YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ACCEPT THE TERMS OF THIS AGREEMENT, CONTACT BIO-RAD FOR INFORMATION REGARDING RETURN OF THE SOFTWARE.
LICENSE: Bio-Rad hereby grants to You a non-exclusive, non-transferable license to use the Software in object code only for Your own internal purposes, in accordance with the documentation provided with the Software, and as provided for under the terms of this Agreement. Any derivative work created from using the Software shall be used only internally by You and may not be transferred to any third party. You acknowledge that any violation of this Agreement by You could result in a termination of this License.
TITLE: You agree that the Software, and any and all updates, versions, modifications, enhancements, improvements, and copies thereof, and all information and intellectual property contained therein, is proprietary to Bio-Rad, embodying substantial creative efforts and proprietary information, ideas, intellectual properties and expressions, and that the furnishing thereof does in no way constitute the granting or waiver, by Bio-Rad, of its proprietary interest or exclusive rights therein. Bio-Rad reserves all rights to the Software not expressly granted herein.
LIMITATIONS ON USE: You shall not (1) sell, license, lease, lend, loan or otherwise transfer possession of any physical object containing the Software to any person or entity, or otherwise distribute the Software, or use the Software as a part of a service bureau, Application Service Provider (ASP), or similar structure that allows third parties to use or benefit from the use of the Software, whether over the internet or otherwise; (2) copy, reformat, rearrange, excerpt or modify, disassemble, decompile, or otherwise reverse engineer all or any part of the Software for any purpose, except that You may make one copy of the Software for archival back-up purposes only; (3) remove any proprietary marks, disclaimers, legends, and copyright notices that appear in any copy of the Software or any portion thereof; or (4) download onto, copy onto or use each licensed copy of the Software on more than one personal computer or access device at any given time.
DISCLAIMER OF WARRANTY: BIO-RAD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. THE SOFTWARE IS FURNISHED "AS IS", WITH ALL FAULTS, AND BIO-RAD DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR FREE.
LIMITATION OF LIABILITY: Your sole remedy for any breach of this Agreement by Bio-Rad shall be the provision of replacement Software. IN NO EVENT SHALL BIO-RAD BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF DATA, LOST PROFITS OR LIABILITY OR INJURY TO THIRD PERSONS OR ENTITIES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER FORESEEABLE OR NOT, REGARDLESS OF WHETHER BIO-RAD HAS BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGE. BIO-RAD WILL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM USE OF THE SOFTWARE WHICH IS NOT IN ACCORDANCE WITH THE DOCUMENTATION PROVIDED WITH THE SOFTWARE. You hereby agree to indemnify, defend and hold harmless Bio-Rad from any and all liability arising out of or in connection with Your proper or improper and unauthorized use of the Software or any parts of it. In no event shall You be entitled to any damages in excess of Your payments to Bio-Rad hereunder in the preceding twelve (12) month period.
CONFLICTING TERMS: The terms of this Agreement shall take precedence over any conflicting terms which may be in Your purchase order or Bio-Rad's or its agent's invoice.
THIRD PARTY SOFTWARE: You acknowledge that the Software may include components from third parties, and terms and conditions of this Agreement apply with equal force to such third party components, and such third parties are beneficiaries of this Agreement.
ADDITIONAL LICENSES AND SOFTWARE: Upon the mutual agreement of Bio-Rad and You, and upon payment of then-current license fees, You may expand this license to include additional software and/or data (which shall be considered "Software" hereunder), including but not limited to Infrared Data ("IR Data"), Nuclear Magnetic Resonance Data ("NMR Data"), Raman Data ("Raman Data"), Ultraviolet Visible Data ("UV/VIS Data"), Gas Chromatography Data ("GC Data"), Mass Spectral Data ("MS Data") and/or additional software modules developed by third parties, and/or You may expand the scope of this license by renewals thereof. Use of the additional Software shall be governed by the terms and conditions of this Agreement, and any additional terms and conditions provided with such additional Software.
TERMINATION: This Agreement and the license granted herein shall continue until the end of the license term or until terminated as described in this Section. If You breach this Agreement, Bio-Rad shall have the right to terminate this Agreement immediately, without prior notice. Breaches of this Agreement include but are not limited to the unauthorized sale, use or distribution of the Software or any derivative work, or any portion or enhancement of the Software or any derivative work, to any third party. You shall be responsible for any damages caused to Bio-Rad which may result from Your breach of this Agreement, including Bio-Rad's costs and damages occasioned by act or omission on Your part, and its damages in enforcement of this Agreement. The remedies specified herein are cumulative, and are in addition to any other remedies which Bio-Rad may have at law. You may terminate the license at any time by written notice to Bio-Rad. Upon termination for any reason, You shall discontinue use of the Software and any derivative work, return or destroy any and all copies of the Software and destroy any and all copies of any derivative work, in whatever form, and agree to certify to such destruction upon Bio-Rad's request.
GOVERNING LAW: This Agreement shall be governed by the laws of the United States of America and of the State of California, without regard to conflict of laws.
ASSIGNMENT: This Agreement may not be transferred or assigned without Bio-Rad's prior written consent.
JURISDICTIONS: Some states, countries or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties, or other terms hereof, so such terms may not apply. Any decision by a court of competent jurisdiction invalidating or holding unenforceable any part of this Agreement shall not affect the validity and enforceability of any other part of this Agreement.
U.S. GOVERNMENT END USERS: The Software and related documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer for such purpose is Bio-Rad Laboratories, Inc.
EXPORT COMPLIANCE REQUIREMENTS: Export of any Bio-Rad product or technical information relating to the product (i.e., manuals, memoranda, specifications, schematics, etc.) outside of the United States is subject to U.S. export control and trade sanctions laws and regulations, including but not limited to the U.S. Export Administration Regulations ("EAR") and regulations maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") (together "Export Controls").
You agree that You shall not use, download or otherwise export, re-export or transfer any Bio-Rad product or technical information except in full compliance with all United States and other applicable Export Controls, In particular, unless otherwise authorized under applicable Export Controls or by license issued by relevant government authorities, You shall not:
1. use or download any Bio-Rad product or related technical information if You are located (even temporarily) in any embargoed or restricted* countries (currently including but not limited to Cuba, Iran, North Korea*, Sudan, and Syria*); or
2. export, re-export, sell, license, or otherwise provide or transfer, directly or indirectly, any Bio-Rad product or technical data (or the direct product thereof) to the embargoed or restricted* countries (currently including but not limited to Cuba, Iran, North Korea*, Sudan, and Syria*) or to any person or entity located in, under the control of, or acting on behalf of the governments of such countries; or
3. export, re-export, sell, license or otherwise provide or transfer any Bio-Rad product to Your customers or any intermediate entity in the chain of supply if any Bio-Rad product will be used in the design, development, production, stockpiling or use of missiles, chemical or biological weapons or for nuclear end uses; or
4. export, re-export, sell, license or otherwise provide or transfer, directly or indirectly, any Bio-Rad product or related technical data to any person or entity identified by the U.S. Government as a person/entity to whom transfers of such products/data are restricted, including but not limited to persons identified on the Department of Commerce's Entity List, Unverified List, Denied Party List, OFAC's List of Specially Designated Nationals and Other Blocked Persons and the U.S. Department of State's proliferation lists. (For the current U.S. listings, please refer to: http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm)
All rights to use the Bio-Rad product(s) are granted on condition that such rights are forfeited if You fail to comply with the terms of these Export Compliance Requirements.
For more information regarding U.S. export laws and regulations and to obtain a current and complete list of all countries subject to U.S. export restrictions and embargoes, contact the U.S. Department of Commerce and the U.S. Department of the Treasury, Office of Foreign Assets Control.
If the terms stated in this Agreement are acceptable to You, then click on the "Yes, I Agree" button below. Further opening or downloading this Software indicates Your acceptance of the terms and conditions contained in this Agreement.
COPYRIGHT NOTICE: Copyright © 2001 Bio-Rad Laboratories, Inc. All rights reserved. KnowItAll Software EULA (Rev. March 2017)