End User License Agreement
May 5, 2023
This agreement (or “EULA”) is a legal agreement between BioConnect Inc. (together with its affiliates, “BioConnect”) and you, the customer who is the user of the Software (“you or “customer”), or a person who is authorized on behalf of the customer to bind the customer to this agreement. By installing and/or using the BioConnect Enterprise software (and any future versions, releases, updates or fixes of such software) (the “Software”), customer accepts the Software and agrees to be bound by the terms of this agreement. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND THE CUSTOMER TO THESE TERMS, THEN DO NOT INSTALL, DOWNLOAD AND/OR USE THE SOFTWARE. By accepting this agreement and installing the Software, customer agrees to, and is legally bound by, the terms and conditions of this agreement.
- Grant of License. The Software includes information owned and developed by or licensed to BioConnect and is protected by Canadian and international copyright laws and treaties, as well as other intellectual property laws and treaties. The Software is licensed to you, not sold. Subject to the terms of this EULA, BioConnect grants to you a limited, non-exclusive, non-transferable license (without the right to sublicense) to use one copy of the Software on a device that has been purchased through the approved BioConnect distribution channel. Any installation of the Software on a device that was not purchased through the approved BioConnect distribution channel may be subject to termination or an additional licensing fee, as determined by BioConnect in its sole discretion. The Software license is granted to you for use only in Canada and the United States and not in any other country. BioConnect retains all intellectual property rights to the Software that aren’t expressly granted in this License Agreement. If you purchased the Software as part of a Platform Subscription from BioConnect, the license to the Software granted herein is only for the term of your subscription and the Trust Platform Terms and Conditions found at https://bioconnect.com/legal/platform-terms-conditions/ apply to your solution.
- Proprietary Rights Reserved. All rights of any kind in the Software (and all other rights of BioConnect), which are not expressly granted in this agreement are entirely and exclusively reserved to and by BioConnect. You may not modify, distribute, disclose, reverse engineer, decompile or disassemble the Software, or create derivate works based on the Software. You may not alter or remove any of BioConnect’ or its licensor’s copyright or proprietary rights notices, or legends appearing on or in the Software. You may not sublicense, rent or lease any portion of the Software. The Software may contain or be derived from materials of third-party licensors. Such third-party materials may be subject to restrictions in addition to those listed in this Agreement, which restrictions, if any, are included in the documents accompanying such third-party materials. You agree that any third-party provider shall have the right to enforce this Agreement with respect to such third party’s materials.
- A certain amount of support (“Free Support”) for the Software is included with every license of the Software. For additional fees, BioConnect offers maintenance and support of the Software for terms beyond that which is included with the Software license. See BioConnect’s website at www.bioconnect.com and click on “Support”. The Free Support includes: (1) patches and bug fixes for the Software (“Updates”) when released at BioConnect’s sole discretion, (2) web-based support and phone support during BioConnect’s help desk hours, and (3) other support features as described on BioConnect’s website. Free Support does not include off-hours help, upgrades of the Software, migrations, in-person support or any other support not expressly stated by BioConnect as included.
BioConnect shall not be responsible for providing Free Support to the extent that the issue with the Software is caused by (a) Customer’s or its user’s misuse, improper use, mis-configuration, alteration, or damage to the Software; (b) Customer’s or its user’s use of the Software with any hardware or software not supplied or supported by BioConnect; (c) Customer’s or its user’s failure to install an update to the Software if such update would have resolved the issue; or (d) Customer’s or its user’s use of the Software in a manner not in accordance with the applicable license agreement for the Software or any documentation or instructions furnished by BioConnect. BioConnect shall have no responsibility for loss of or damage to Customer’s or its user’s data, regardless of the cause of any such loss or damage, even if BioConnect knew of the possibility of such loss or damage.
- Disclaimer of Warranties. The Software are provided “as is” and “as available”, without warranty of any kind, either expressed, implied or statutory, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement of the intellectual property rights of others or any other third party rights, uninterrupted service, or freedom from computer viruses and other harmful components. BioConnect shall not in any circumstances, regardless of whether advance notice is given of the possibility of damages, be liable to any person for any damages whatsoever, including but not limited to any special, incidental, indirect or consequential damages resulting from use of, or reliance upon, the Software.
- Exclusion of Liability. TO THE EXTENT PERMITTED BY LAW, BIOCONNECT EXPRESSLY EXCLUDES LIABILITY TO ANY USER OR CUSTOMER FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE IN RESPECT OF THE USE OR UNAVAILABILITY OF THE SOFTWARE, REGARDLESS OF WHETHER BIOCONNECT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NOTWITHSTANDING SAME, IN NO EVENT SHALL BIOCONNECT (OR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS OR AFFILIATES) BE LIABLE FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES RECEIVED BY BIOCONNECT FROM CUSTOMER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO A CLAIM RESULTING FROM ANY MATTER RELATING TO THE SOFTWARE OR FREE SUPPORT, INCLUDING ANY ACCESS OR USE OF THE SOFTWARE, INABILITY TO ACCESS OR USE THE SOFTWARE, ANY CONDUCT OR CONTENT OF ANY THIRD-PARTY ON OR RELATED TO THE SOFTWARE, ANY CONTENT OBTAINED FROM OR THROUGH THE SOFTWARE AND THE UNAUTHORIZED ACCESS TO, USE OF OR ALTERATION OF TRANSMISSIONS, DATA OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND EVEN IF A WARRANTY OR REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Upon breach of this License Agreement by Customer, BioConnect may pursue any and all remedies available to it, by operation of law or otherwise. However, BioConnect’s failure to enforce any of this Agreement shall not act as a waiver of its right to do so. BioConnect shall not be responsible for any purported breach of this Agreement caused by circumstances beyond its reasonable control. No person other than the Customer shall have rights of enforcement of this Agreement. Customer may not assign, sub-license or otherwise transfer any of its rights under this Agreement.
- Export Controls. The Software is subject to the export control laws of Canada, the United States and applicable export and import control laws of other countries. Customer agrees to comply with and use the Software in a manner consistent with such applicable laws. All rights to use the Software are granted on condition that such rights are forfeited if customer fails to comply with this agreement.
- General Provisions. Customer may not assign or transfer the license granted hereunder. This Agreement is governed by the laws of the Province of Ontario, Canada. The parties irrevocably consent to the jurisdiction of the Federal and provincial courts in Ontario, to the exclusion of all other courts. If this product was acquired outside of Canada, then local law may apply. BioConnect has the right to audit your compliance with this Agreement and, in addition to any other rights, to immediately terminate your license in this Agreement if an audit shows that you are in breach of any of the terms of this Agreement. The failure of BioConnect to enforce any of the provisions of this Agreement shall not be construed as a waiver of any provisions hereunder nor shall any such failure prejudice BioConnect’ right to take any action to enforce any provisions. If any provision of this agreement is held to be invalid, illegal or unenforceable, the remaining provisions will not be affected and such provision shall be interpreted as to best accomplish the intent of the parties within the limits of applicable law. This agreement may only be amended or supplemented in a writing that refers explicitly to this agreement and that is signed by duly authorized representatives of customer and BioConnect.