END-USER LICENSE AGREEMENT
End-User License Agreement (EULA) of Lab Sort
IMPORTANT – READ CAREFULLY:
This End-User License Agreement (the “Agreement”) is a legal agreement between you (either an individual or a single entity) and Josh Schrock (“Lab Sort”) for evaluation and use of the software and any associated documentation provided with the software (collectively, the “Software”). By downloading, installing, or using the Software: (1) you represent that you understand the terms of this Agreement and you have the capacity and authority to bind your employer to this Agreement, and (2) you accept the terms of this Agreement and you consent to be bound by this Agreement on behalf of your employer (hereinafter referred to as “you”). If you do not agree to be bound by these terms and conditions, do not download, install, or use of the Software.
1. Grant of License.
1.1 General License Grant.
Pursuant to an email or other written communication from the Company with the license key details for the Software (“License Order Confirmation”), and subject to payment of all applicable license fees and other charges, Lab Sort grants you the limited, non-exclusive, non-sublicensable, non-transferable license to install and use the Software in accordance with this Agreement and subject to any volume, user, field of use, configuration or other restrictions set forth in the applicable Licence Order Confirmation. If your purchase order or other documentation contains terms in addition to, or different than, the terms of this Agreement, those terms in that purchase order or other documentation shall be disregarded and the terms of this Agreement shall control. You are responsible for ensuring your device meets the minimum requirements of the Lab Sort software.
1.2 License Options.
Your license to install and use the software shall be in accordance with one or more of the following license options, as set forth on the License Order Confirmation or in your request for evaluation software. You may not install or use the Software in a manner that circumvents or interferes with the provided license or any other technological measure that controls access to the Software.
a. Personal License. One identified individual (named-user) may use the Software for non-commercial, "personal" projects. A "personal" project means a project with no affiliation to any companies or parties other than the identified individual, the results of which are not used for financial gain. The term of each Personal Licence shall be indefinite unless otherwise specified in the License Order Confirmation.
b. Academic License. Academic licenses may be granted on a per-user or per-class basis. Use of the Software is restricted to educational, academic, non-commercial purposes. The number of users authorized may be limited in the License Order Confirmation. The term of each Academic Licence shall be indefinite unless otherwise specified in the License Order Confirmation.
c. Commercial License. Customer may install the Software on its computers (for use by its employees only, where applicable) in the number specified in the applicable Licence Order Confirmation. The Software is licensed under each Licence Order Confirmation on a subscription basis per individual Customer user (Subscription Licence). The term of each Commercial Licence shall be indefinite unless otherwise specified in the License Order Confirmation.
1.3 Restrictions.
It is your responsibility to ensure compliance with the terms of this Agreement. For example, you must take steps to ensure that the number of concurrent users does not exceed the number of user licenses that you have purchased or received. Except as may otherwise expressly be provided herein and as otherwise expressly permitted by law, you shall not, directly or indirectly:
(a) Use the Software in a manner that infringes any third party’s copyrights or any other rights;
(b) Make any translation, adaptation, arrangement, modification, derivative work or other alteration of the Software;
(c) Distribute, sell, give away, hire or lease the Software, or another product wholly or partially derived from the Software, or offer to do any of the foregoing;
(d) Assign, sell, lease, rent, time-share, or otherwise make all or any part of the Software available for installation or use by any third party, as a service bureau, application service provider or otherwise, without the prior written consent of Lab Sort;
(e) Decipher, decompile, disassemble or reverse engineer the Software, in whole or in part. To the extent you are expressly permitted by law to reverse engineer the Software, you agree to use such findings only as expressly permitted by law, and to otherwise hold such findings in strict confidence. For information regarding interoperability, contact Lab Sort.
1.4 Transfer and Assignment.
This Agreement is personal and may not be assigned or assumed (including by operation of law) without Lab Sort's prior written consent, and any attempt to do so without such consent is void. You may, however, transfer the Software to a successor in interest to all or substantially all of your assets or stock on a permanent basis, provided you retain no copies and the recipient agrees to the terms of this Agreement.
1.5 Term and Termination of License.
(a) The term of this Agreement, and the license granted hereunder, shall commence (i) upon receipt by Lab Sort of a purchase order (for non-Open Source or non-Academic licenses) or (ii) upon express authorization by Lab Sort (for Open Source or Academic licenses) or (iii) upon the date provided for in the applicable Licence Order Confirmation (for subscription licence), and shall continue for the term stated on the applicable License Order Confirmation as issued by Lab Sort or, if no specific term is stated, shall continue indefinitely unless terminated in accordance with this Agreement.
(b) This Agreement and the license granted hereunder shall terminate immediately and automatically if you have not paid any license fees or other charges due to Lab Sort within 30 days after such amount is due.
(c) Without prejudice to any other rights, Lab Sort may immediately terminate this Agreement and the license granted hereunder upon written notice to you if you fail to comply with the terms and conditions of this Agreement.
(d) Upon termination of the license for any reason, you must immediately destroy and stop using all copies of the Software (including purging all storage media on which such Software is installed or otherwise stored) and all of its component parts.
(e) Upon termination of this Agreement, the provisions of Section 1.3, 3, 5, 6, 10 and 12 shall survive.
2. Support.
Subject to the payment of all applicable fees, you shall be entitled to participate in the Lab Sort support program indicated on a License Order Confirmation. Information regarding support offerings made generally available by Lab Sort is available from Lab Sort upon request. The provision of support services by Lab Sort, if any, shall be subject to the terms of this Agreement.
3. Title.
All copyrights, trademarks and all other intellectual property rights in and to the Software are and shall remain the sole and exclusive property of Lab Sort. Nothing in this Agreement shall confer any rights in any trade name, business name or trademark of Lab Sort to you. All modifications and improvements made to the Software and derivative works of the Software created by Lab Sort based in whole or in part upon the suggestions or feedback provided by you shall remain the sole and exclusive property of Lab Sort. You agree not to remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Software. You agree to keep confidential and use your best efforts to prevent and protect the contents and output of the Software from unauthorized disclosure.
4. Content.
Title, ownership rights, and intellectual property rights in and to the content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law. This Agreement gives you no rights to any such content.
5. Disclaimer.
Lab Sort does not warrant that the Software will function without errors or interruptions. In the event that the Software fails to perform as expected, Lab Sort may offer a refund or discount at their discretion.
6. LIMITATION OF LIABILITY.
IN NO EVENT SHALL LAB SORT BE LIABLE TO YOU FOR LOSS OF PROSPECTIVE PROFITS OR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES EVEN IF LAB SORT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF LAB SORT TO YOU UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THAT PAID BY YOU TO LAB SORT IN CONNECTION WITH YOUR USE OF THE SOFTWARE WITHIN THE PREVIOUS TWELVE-MONTH PERIOD.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
7. Export.
You agree that the Software will not be shipped, transferred, exported, or re-exported into any country or used in any manner prohibited by the United States Export Administration Act or any other applicable export laws, restriction or regulations (collectively, the “Export Laws”). If the Software, or any component thereof, is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software under this Agreement are granted on the condition that such rights are forfeited if your representations and warranties in this section are not true.
8. U.S. Government Restricted Rights.
If you are a government agency, you acknowledge that the Software was developed at private expense and that the computer software component is provided to you subject to RESTRICTED RIGHTS. Notwithstanding any other lease or license agreement that may pertain to, or accompany the delivery of, this restricted computer software, the rights of the government regarding its use, duplication, reproduction or disclosure by the Government is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the rights in Technical Data and Computer Software clause at DFARS 252.227‑7013 (48 C.F.R. § 252.227-7013), and subparagraph (c)(1) and (2) of the Commercial Computer Software Restricted Rights clause at FAR 52.227‑19. Contractor/manufacturer is Lab Sort.
9. Compliance with Agreement.
You agree that within fifteen (15) days of a request from Lab Sort or Lab Sort’s authorized representative you will fully document and certify that your use of the Software at the time of the request is in conformity with the terms of this Agreement and you agree to permit Lab Sort or its authorized representative to verify the accuracy of your certification. If such verification reveals that Customer has exceeded the number of authorised users set forth on the applicable Licence Order Confirmation form during the relevant period, then Customer shall pay, on demand, for the excess usage and for any ongoing excess usage going forward.
10. Jurisdiction.
This Agreement is governed by the laws of Indiana and the United States. You hereby consent to the jurisdiction of the courts located within the county in which Lab Sort’s principal office in Indiana is located.
11. Customer Identification.
You grant Lab Sort the right to use publicly your name and logo to appropriately identify you as a Lab Sort customer and license of the Software.
12. General.
This Agreement shall inure to the benefit of Lab Sort and its successors or assigns. Waiver of breach of any provision of this Agreement shall not be deemed a waiver of that provision or any other provision. If any provision of this Agreement is held to be unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force. This Agreement may be modified or amended only in writing signed by both you and Lab Sort.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT, TOGETHER WITH ONE OR MORE LICENSE ORDER CONFIRMATIONS FOR THE SOFTWARE, IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LAB SORT WHICH SUPERSEDES ANY PROPOSAL, OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND LAB SORT RELATING TO THE SUBJECT MATTER HEREOF.
If you have any questions about this Agreement, or if you wish to change the address to which notices may be sent to you for purposes of this Agreement, you may send Lab Sort and e-mail at the following address: