END USER LICENSE AGREEMENT FOR ARCHERDX ARCHER(TM) SOFTWARE
BEFORE USING THIS SOFTWARE PRODUCT (THE "SOFTWARE") YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS THAT APPLY TO YOUR USE OF THE SOFTWARE. BY DOWNLOADING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. TO THE EXTENT YOU OBTAIN THIS SOFTWARE ON BEHALF OF ANOTHER PERSON OR ENTITY, YOU AGREE TO BIND THAT PARTY, AND THROUGH THAT PARTY ITS EMPLOYEES, CONSULTANTS, AND OTHER AGENTS, TO THESE TERMS AND CONDITIONS AND YOU REPRESENT, WARRANT AND COVENANT THAT YOU HAVE THE AUTHORITY TO DO SO. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN YOU MAY NOT USE THIS SOFTWARE.
RESTRICTIONS OF USE.
For Research Use Only. Not for use in diagnostic procedures.
USE OF THE SOFTWARE BY ITSELF OR WITH THE ASSOCIATED ARCHERDX PRODUCTS OR ANY THIRD PARTY PRODUCTS FOR DIAGNOSTIC OR THERAPEUTIC PURPOSES OR PROCEDURES IS STRICTLY PROHIBITED. YOU AGREE TO DEFEND AND INDEMNIFY, WITHOUT LIMITATION, ARCHERDX AND ITS LICENSORS FOR DAMAGES, LOSS, AND INJURY RESULTING FROM ANY SUCH PROHIBITED USES.
USE WITH THIRD PARTY PRODUCTS PROHIBITED. The Software is designed and intended solely for use with genuine ArcherDX products. USE OF THE SOFTWARE WITH THIRD PARTY PRODUCTS OR DATA FROM THIRD PARTY PRODUCTS IS STRICTLY PROHIBITED. YOU AGREE TO DEFEND AND INDEMNIFY, WITHOUT LIMITATION, ARCHERDX FOR DAMAGES, LOSS AND INJURY RESULTING FROM ANY SUCH PROHIBITED USES.
INCLUDED THIRD PARTY SOFTWARE. This Software uses third party software components that are each subject to their own license terms. Copies of those licenses are included with the Software. Please consult those licenses for additional information concerning the terms applicable to those components. ARCHERDX PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO ANY THIRD PARTY SOFTWARE.
OWNERSHIP. Title, ownership, and intellectual property rights in and to the Software and any modifications, enhancements, and derivatives thereof remain with ArcherDX and its licensors at all times, regardless of the author of such changes. The Software is licensed and not sold.
USE OF DATA. ArcherDX reserves the right to use all data generated with the Software for any legal purpose.
COPYRIGHT. The Software, including its structure, organization, code, user interface and any associated documentation, is proprietary to ArcherDX and its licensors, and is protected by law domestically and abroad which provides for civil and criminal penalties for its unauthorized use and reproduction.
LICENSE. Subject to the terms and conditions of this Agreement, ArcherDX grants you a limited and non-exclusive license solely to use the Software to operate the single product purchased in connection with this Software and to display, analyze and otherwise manipulate data generated by the use of such product. There is no limit to the number of computers on which you may use the Software to display, analyze and otherwise manipulate such data, provided that such computers are in your custody and control. All rights not specifically granted by this license are reserved by ArcherDX and its licensors.
UPGRADES. Upgrades to new versions of the Software may be provided by ArcherDX either for free or at an additional charge pursuant to upgrade terms set forth by ArcherDX or in a separate agreement between you and ArcherDX, if applicable. Upon upgrading to a new version of the Software, you must cease using the previous version and also ensure that it is not used by any of your agents.
RESTRICTIONS. You may not distribute, copy, sell, transfer, rent, make available to third parties, create derivative works of, or use the Software or the associated documentation, in whole or in part, except as expressly permitted in this Agreement. You may not decompile or otherwise reverse engineer the Software. You may not remove any proprietary, copyright, trade secret or warning notice from the Software or any documentation. You agree to comply fully with all export laws and restrictions and regulations of the United States or applicable foreign agencies or authorities, and not to export or reexport the Software in violation thereof.
TERMINATION. This Agreement will automatically terminate in the event that you breach any of its terms. You may terminate this Agreement by discontinuing your use of the Software and removing all copies of the Software from your computers and storage media. ArcherDX may terminate this Agreement for any reason or no reason at all by providing you with notice of termination. Upon termination, you will cease use of the Software and remove all copies of the Software from your computers and storage media.
U.S. GOVERNMENT END USERS. The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire the Software with only those rights set forth herein.
EUROPEAN COMMUNITY END USERS. If this Software is used within a country of the European Community, nothing in this Agreement shall be construed as restricting any rights available under the European Community Software Directive, O.J. Eur. Comm. (No. L. 122) 42 (1991).
SUPPORT. ArcherDX provides support to users of this Software who have received the Software and use it in connection with their purchase of genuine ArcherDX products. Please contact our support line at 303-357-9001 or 877-771-1093 during normal business hours or email tech@archerdx.com with your questions.
DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND ARCHERDX MAKES NO WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR DOCUMENTATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OR THAT THE SOFTWARE OR DOCUMENTATION IS NON-INFRINGING. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ARCHERDX MAKES NO WARRANTIES THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR WILL CONFORM EXACTLY TO THE DOCUMENTATION, OR THAT ARCHERDX WILL CORRECT ANY PROGRAM ERRORS. YOUR SOLE AND EXCLUSIVE REMEDY AND ARCHERDX’ AND ITS LICENSORS’ SOLE LIABILITY AND RESPONSIBILITY FOR BREACH OF WARRANTY RELATING TO THE SOFTWARE OR DOCUMENTATION SHALL BE LIMITED TO THE PROVISION OF A REPLACEMENT COPY OF THE SOFTWARE.
LIMITATION OF LIABILITY. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL ARCHERDX OR ITS LICENSORS BE RESPONSIBLE OR LIABLE, WHETHER IN CONTRACT, TORT, WARRANTY OR UNDER ANY STATUTE (INCLUDING WITHOUT LIMITATION ANY TRADE PRACTICE, UNFAIR COMPETITION OR OTHER STATUTE OF SIMILAR IMPORT) OR ON ANY OTHER BASIS FOR SPECIAL, INDIRECT, INCIDENTAL, MULTIPLE, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE POSSESSION OR USE OF, OR THE INABILITY TO USE, THE SOFTWARE OR DOCUMENTATION, EVEN IF ARCHERDX IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM OR RELATED TO LOSS OF USE, LOSS OF DATA, DOWNTIME, OR FOR LOSS OF REVENUE, PROFITS, GOODWILL OR BUSINESS OR OTHER FINANCIAL LOSS. IN ANY CASE, THE ENTIRE LIABILITY OF ARCHERDX AND ITS SUPPLIERS UNDER THIS LICENSE, OR ARISING OUT OF THE USE OF THE SOFTWARE, SHALL NOT EXCEED IN THE AGGREGATE ONE HUNDRED DOLLARS (US$100).
SOME STATES, COUNTRIES OR JURISDICTIONS LIMIT THE SCOPE OF OR PRECLUDE LIMITATIONS OR EXCLUSION OF REMEDIES OR DAMAGES, OR OF LIABILITY, SUCH AS LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS OR TO THE EXTENT SET FORTH ABOVE, OR DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED. IN SUCH STATES, COUNTRIES OR JURISDICTIONS, THE LIMITATION OR EXCLUSION OF WARRANTIES, REMEDIES, DAMAGES OR LIABILITY SET FORTH ABOVE MAY NOT APPLY TO YOU. HOWEVER, ALTHOUGH THEY SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW, THEY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY BY STATE, COUNTRY OR OTHER JURISDICTION.
MISCELLANEOUS. ArcherDX reserves the right at any time to cease the distribution and support of the Software, or to remove or alter any of its features, capabilities, and functions. This Agreement shall be governed by laws of the Commonwealth of Massachusetts, exclusive of its provisions on the conflict of laws. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. This Agreement, including the third party software license agreements, contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach. Either party hereto may assign this Agreement in the event of a merger, change of control, or sale of substantially all of its assets to another entity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.