INTELLICYT iQue SCREENER, Hardware Manual

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4 iQue
®
Hardware Manual: Part Number 10554 Rev C., Introduction
IntelliCyt Corporation Software License Agreement
This Software License Agreement (“Agreement”) for the iQue Screener System software is entered into in conjunction with the purchase of
the license to the Software. By installing and using the Software, Licensee accepts the Software and agrees to be bound by the terms of this
Agreement.
1) License Grant: IntelliCyt Corporation (“Licensor”), grants the purchaser (“Licensee”) a non-exclusive, non-transferable license (“License”) to
use the Software, and associated manuals and documentation, in conjunction with hardware configurations authorized by IntelliCyt Corporation,
at the designated Licensee’s business location until this License is terminated in accordance with the terms and conditions specifically set out
in the Agreement. This License permits the Licensee to make one copy of the Software in machine-readable form for backup purposes only.
2) Licensor’s Rights: Licensor represents that it has all rights necessary to grant the license herein. The Software is protected by patents,
patent applications, and copyrights and includes valuable trade secrets and other proprietary material. Licensee agrees to treat the Software
as confidential and not to copy, reproduce, sub-license, or otherwise disclose the Software or its associated manuals and documentation to
third parties, including any parent, subsidiaries, or affiliated entities, without the prior written consent of Licensor, and all Licensee personnel
using the Software shall be so advised. Licensee agrees not to disassemble, decompose, reverse engineer, or otherwise translate the Software.
Licensee agrees not to modify the Software, not to allow access to the Software through any terminal located outside of Licensee’s location, and
that any derivative works and the backup copy are the sole property of the Licensor.
3) Term: This License is effective at the time the Licensee receives the Software. Termination shall occur when Licensee ceases all use of the
Software and returns or destroys all copies thereof. This License shall automatically terminate upon the failure of the Licensee to comply with
any of the terms of this Agreement. Sections 2, 4, and 5 shall survive the termination of the License for any reason.
4) LIMITATION OF LIABILITY: LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER
FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING
BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, LOSS OR INTERRUPTION OF USE OF OR CORRUPTION OF ANY FILES, DATA OR EQUIPMENT,
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE
ALLOCATION OF RISK UNDER THIS AGREEMENT.
5) DISCLAIMER OF WARRANTY: LICENSOR AND ITS DISTRIBUTORS MAKE NO PROMISES, REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS,
IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, MANUALS, AND DOCUMENTATION, INCLUDING THEIR CONDITION,
THEIR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND LICENSOR
AND ITS DISTRIBUTORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGES THAT THE LOADING OF THIS OR ANY THIRD PARTY SOFTWARE ON A COMPUTER SYSTEM
MAY RESULT IN SYSTEM DAMAGE, DATA LOSS, DATA CORRUPTION OR SOFTWARE INCOMPATIBILITY.
6) Miscellaneous: Licensee may not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or
otherwise, without the prior written consent of Licensor. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding
upon the parties and their respective successors and permitted assigns. No waiver or modification of this Agreement shall be valid unless in
writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach
hereof. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it
enforceable. This Agreement shall be governed by United States and New Mexico law (except for conflict of laws principles). United States law
shall supplement New Mexico law where United States law is non-exclusive (e.g., trademark, trade secret, and unfair competition laws), and shall
be exclusive where United States law is exclusive (e.g., copyright and patent laws). 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. The undersigned warrants that they have actual authority to bind Licensee as to the subject matter of the Agreement.