Terms and Conditions

NOTICE TO USER: PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS THE CONTRACT BETWEEN YOU AND ACROMETRIX CORPORATION, A LIFE TECHNOLOGIES COMPANY, (“ACROMETRIX”) REGARDING THIS SOFTWARE PRODUCT. THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS AND LIMITATIONS. YOUR INSTALLATION AND USE OF THIS ACROMETRIX SOFTWARE IS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THIS END USER SOFTWARE LICENSE AGREEMENT, AND YOU WILL BE BOUND BY THESE TERMS AND CONDITIONS IF YOU INSTALL AND USE THE SOFTWARE.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD SELECT THE DECLINE BUTTON BELOW, WHEREUPON THE PROGRAM WILL STOP.

This AcroMetrix End User License Agreement accompanies an AcroMetrix® software product ("Software") and related explanatory materials ("Documentation"). The term "Software" also includes any upgrades, modified versions, updates, additions and copies of the Software licensed to you by AcroMetrix. The term "License" or "Agreement" means this End User Software License Agreement. The term "you" or "Licensee" means the purchaser or user of this license to the Software.

A copy of this End User Software License Agreement is available as a text file. Select the "Print" button at the end of this Agreement to print a copy.

1. TITLE

Title, ownership rights and intellectual property rights in and to the Software and Documentation shall at all times remain with AcroMetrix and its affiliates, and their suppliers. All rights not specifically granted by this License, including Federal and international copyrights, are reserved by AcroMetrix or their respective owners.

2. COPYRIGHT

The Software, including its structure, organization, code, user interface and associated Documentation, is a proprietary product of AcroMetrix, and is protected by international laws of copyright. The law provides for civil and criminal penalties for anyone in violation of the laws of copyright.

3. LICENSE

Use of the Software
Subject to the terms and conditions of this Agreement, AcroMetrix grants the purchaser of this product a non-exclusive license to install and use the Software on multiple computers (includes single computer connected to the instrument or stand-alone computers).

Restrictions

1. You may not copy, transfer, rent, modify, use or merge the Software, or the associated documentation, in whole or in part, except as expressly permitted in this Agreement.
2. You may not reverse assemble, decompile, or otherwise reverse engineer the Software.
3. You may not remove any proprietary, copyright, trade secret or warning legend from the Software or any Documentation.
4. You agree to comply fully with all export laws and restrictions and regulations of the United States or applicable foreign agencies or authorities. You agree that you will not export or reexport, directly or indirectly, the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder or other applicable United States law.
5. You may not modify, sell, rent, transfer (except temporarily in the event of a computer malfunction), resell for profit, or distribute this license or the Software, or create derivative works based on the Software, or any part thereof or any interest therein.

Trial
If this license is granted on a trial basis, you are hereby notified that license management software may be included to automatically cause the Software to cease functioning at the end of the trial period.

Termination
AcroMetrix may terminate this Agreement if you fail to comply with all of its terms, in which case you agree to discontinue using the Software, remove all copies from your computers and storage media, and return the Software and Documentation, and all copies thereof, to AcroMetrix.

U.S. Government End Users
The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (Revised Oct. 2002), 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 to AcroMetrix or the licensee under Directive 2009/24/EC of The European Parliament and of The Council of 23 April 2009 on the legal protection of computer programs, should the Software be used within a country of the European Community.

REGULATORY DISCLAIMER
You acknowledge that the Software has not been cleared, approved, registered or otherwise qualified (collectively, "Approval") by AcroMetrix with any regulatory agency for use in diagnostic or therapeutic procedures, or for any other use requiring compliance with any federal or state law regulating diagnostic or therapeutic products, blood products, medical devices or any similar product (hereafter collectively referred to as "federal or state regulatory laws"). The Software may not be used for any purpose that would require any such Approval unless proper Approval is obtained. You agree that if you elect to use the Software for a purpose that would subject you or the Software to the jurisdiction of any federal or state regulatory laws, you will be solely responsible for obtaining any required Approvals and otherwise ensuring that your use of the Software complies with such laws.
The Software is a tool intended to assist laboratories meet their verification, validation and semi-annual calibration verification requirements. However, guidelines and other information may change over time. You are responsible for ensuring compliance with applicable international, national and local clinical laboratory regulations and specific accreditations requirements. It is your responsibility to ensure that the information used is current and consistent with the requirements set forth in the Clinical Laboratory Improvement Amendments Act of 1988, as thereafter amended (“CLIA”), if applicable. The Software is not intended to be used as a substitute for the judgment of qualified laboratory personnel or other qualified professionals. It is your responsibility to understand and comply with all CLIA and other applicable laws and regulations. The information provided does not constitute legal or regulatory advice and is not a substitute for legal or regulatory advice. You must consult with such qualified professionals where appropriate. You must consider your own particular circumstances and adapt your policies, procedures and protocols to meet CLIA or other applicable requirements.

4. LIMITED WARRANTY and LIMITATION OF REMEDIES

Limited Warranty. AcroMetrix warrants that for a period of ninety days from the beginning of the applicable warranty period (as described below) the Software will function substantially in accordance with the functions and features described in the Documentation delivered with the Software when properly installed.

The above warranties do not apply to defects resulting from misuse, neglect, or accident, including without limitation: operation outside of the environmental or use specifications, or not in conformance with the instructions for any instrument system, software, or accessories; improper or inadequate maintenance by the user; installation of software or interfacing, or use in combination with software or products not supplied or authorized by AcroMetrix; and modification or repair of the products not authorized by AcroMetrix.

Warranty Period Commencement Date. The applicable warranty period for software begins on the date of installation. For software installed by the purchaser or anyone other than AcroMetrix, the warranty period begins on the date the software is delivered to you.

THE INFORMATION IN THE SOFTWARE IS FOR YOUR GENERAL KNOWLEDGE AND BACKGROUND ONLY. THE SOFTWARE CONTAINS INFORMATION FROM VARIOUS SOURCES CONSIDERED TO BE DEPENDABLE. HOWEVER, ACROMETRIX MAKES NO REPRESENTATIONS, WARRANTIES OR OTHER EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE INFORMATION. ACROMETRIX MAKES NO OTHER 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, ACROMETRIX 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 ACROMETRIX WILL CORRECT ALL PROGRAM ERRORS. ACROMETRIX' SOLE LIABILITY AND RESPONSIBILITY FOR BREACH OF WARRANTY RELATING TO THE SOFTWARE OR DOCUMENTATION SHALL BE LIMITED, AT ACROMETRIX' SOLE OPTION, TO (1) CORRECTION OF ANY ERROR IDENTIFIED TO ACROMETRIX IN A WRITING FROM YOU IN A SUBSEQUENT RELEASE OF THE SOFTWARE, WHICH SHALL BE SUPPLIED TO YOU FREE OF CHARGE, (2) REPLACEMENT OF THE DEFECTIVE SOFTWARE WITH A FUNCTIONALLY EQUIVALENT PROGRAM AT NO CHARGE TO YOU, OR (3) PROVIDING A REASONABLE WORK AROUND WITHIN A REASONABLE TIME. THESE ARE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY. WARRANTY CLAIMS MUST BE MADE WITHIN THE APPLICABLE WARRANTY PERIOD.

5. LIMITATION OF LIABILITY

IN NO EVENT SHALL ACROMETRIX OR ITS AFFILIATES 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 ACROMETRIX 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 ACROMETRIX' AND ITS AFFILIATES UNDER THIS LICENSE, OR ARISING OUT OF THE USE OF THE SOFTWARE, SHALL NOT EXCEED IN THE AGGREGATE THE PURCHASE PRICE OF THE PRODUCT.

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.

6. GENERAL

This Agreement shall be governed by laws of the State of California, exclusive of its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. This Agreement 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. 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 controlling language of this Agreement, and any proceedings relating to this Agreement, shall be English. You agree to bear any and all costs of translation, if necessary. The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning. All questions concerning this Agreement shall be directed to:
AcroMetrix Corporation, 6010 Egret Court, Benicia, CA 94510
Attention: Legal Department
Unpublished rights reserved under the copyright laws of the United States.
Life Technologies Corporation, 850 Lincoln Centre Drive, Foster City, CA 94404.

AcroMetrix® is a registered trademark of Life Technologies Corporation or subsidiaries of Life Technologies Corporation in the U.S. and certain other countries. All other trademarks are the sole property of their respective owners.