Evaluation License Agreement
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. IT CONTAINS SOFTWARE, THE USE OF WHICH IS LICENSED BY geneticXchange TO ITS CUSTOMERS FOR THEIR USE ONLY AS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. USING ANY PART OF THE SOFTWARE INDICATES THAT YOU ACCEPT THESE TERMS.LICENSE: geneticXchange, Inc., grants you a nonexclusive evaluation license to use the accompanying software program(s) (the "Software") subject to the terms and restrictions set forth in this License Agreement. You are not permitted to lease or rent (except under separate mutually-agreeable terms set forth in writing), distribute or sublicense the Software or to use the Software in a time-sharing arrangement or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Software (source code). Except as provided below, this License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Software.
Otherwise, the Software and supporting documentation may be copied only as your use of the Software as permitted hereunder. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software on any copies that you make.
This licence is for evaluation purposes only and does not constitute a right to use the software on a continuing basis. Nor does its constitute an agreement between the parties that geneticXchange will provide any service, support or upgrades.
NO ASSIGNMENT; NO REVERSE ENGINEERING: You may transfer the Software and this License Agreement to another party if the other party agrees in writing to accept the terms and conditions of this License Agreement. If you transfer the Software, you must at the same time either transfer all copies of the Software as well as the supporting documentation to the same party or destroy any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or your rights under this License Agreement.
EXPORT RESTRICTIONS: You agree that you will not export or re-export the Software of accompanying documentation (or any copies thereof) or any products utilizing the Software or such documentation in violation of any applicable laws or regulations of the United States or the country in which you obtained them.
The software covered by this agreement may contain strong data encryption code that cannot be exported outside of the U.S. or Canada. You agree that you will not export/re-export, either physically or electronically, the encryption software or accompanying documentation without obtaining written authorization from the U.S. Department of Commerce.
UNITED STATES GOVERNMENT LEGEND: The Software is commercial in nature and developed solely at private expense. The Software is delivered as "Commercial Computer Software" as defined in DFARS (June 1995) or as a commercial items as defined in FAR 2.101(a) and as such is provided with only such rights as are provided in this License Agreement, which is geneticXchange's standard commercial license for the Software. Technical data is provided with limited rights only as provided in DFAR (Nov. 1995) or FAR 52.227-14 (June 1987), whichever is applicable.
TERM AND TERMINATION: This License Agreement is effective until terminated, termination shall occur at the very latest after 30 days of the date of download of this software. You may also terminate it at any time by destroying the Software and documentation together with all copies and merged portions in any form. It will also terminate immediately if you fail to comply with any term or condition of this License Agreement. Upon such termination you agree to destroy the Software and documentation, together with all copies and merged portions in any form.
GOVERNING LAW: This License Agreement shall be governed by the laws of the State of California and by the laws of the United States, excluding their conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this License Agreement.
LIMITED WARRANTY; LIMITATION OF LIABILITY: All warranties and limitations of liability applicable to the Software are as stated on the Limited Warranty in the product manual accompanying the Software. Such warranties and limitations of liability are incorporated herein in their entirety by this reference.
SEVERABILITY: In the event any provision of this License Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor.
ENTIRE AGREEMENT: This License Agreement sets forth the entire understanding and agreement between you and geneticXchange, Inc. supersedes all prior agreements, whether written or oral, with respect to the Software, and may be amended only in writing signed by both parties.
geneticXchange, Inc.
713 Santa Cruz Avenue
Menlo Park, CA 94025
United States of America
March, 2002