End User License Agreement

March 4, 2021


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.

1. 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 single computer. The Software license is granted to you for use only in Canada and the United States and not in any other country.

2. 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.

3. Terms of Service. A number of additional terms and conditions applicable to your license of the Software are contained in a separate document that must be accepted when you download the Software (the “Terms of Service”). It is important that you review and agree to those Terms of Service before you download or use the Software. The license granted herein is expressly subject to the Terms of Service.

4. 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.

5. 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.