PerkinElmer Software License Agreement
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P/N CLS151164 Rev. B
LabChip GX Touch/GXII Touch User Manual
PerkinElmer, Inc.
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Compliance. PerkinElmer may, in PerkinElmer's sole discretion, audit the Licensee's use of the Software under this Agreement at any
time during the Term to ensure Licensee's compliance with this Agreement, provided that (i) any such audit shall be conducted on not less
than ten (10) business days' prior notice to Licensee, and (ii) no more than one audit may be conducted in any twelve (12) month period
except for good cause shown. PerkinElmer also may, in its sole discretion, audit Licensee's systems within twelve (12) months after the
end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as
required hereunder. Licensee shall reasonably cooperate with PerkinElmer's personnel conducting such audits and provide all
reasonable access requested by the PerkinElmer to records, systems, equipment, information and personnel, including serial numbers
and related information. PerkinElmer shall only examine information directly related to the Licensee's use of the Software. PerkinElmer
may conduct audits only during Licensee's normal business hours and in a manner that does not unreasonably interfere with the
Licensee's business operations.
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Ownership. The Software is licensed, not sold, to Licensee subject to the terms of this Agreement. PerkinElmer reserves all rights not
expressly granted to Licensee. Licensee owns the media, if any, on which the Software is recorded, but PerkinElmer retains ownership of
all copies of the Software itself. Licensee acknowledges that the Software contains and embeds valuable, unpublished information that is
proprietary and confidential to PerkinElmer and its licensors and suppliers. Licensee agrees to keep all such information confidential. This
does not preclude Licensee from using information Licensee lawfully obtain from another source.
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Term. This Agreement is effective on the date Licensee accepts this Agreement and/or downloads or installs the Software, whichever is
earlier, and will continue until terminated. This Agreement and the licenses granted hereunder will terminate immediately without notice to
Licensee if (i) Licensee materially breaches any term or condition of this Agreement; or (ii) if Licensee files, or has filed against it, a
petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for
the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its
property. Licensee also may terminate this Agreement, at any time, by destroying the Software and all copies thereof. Upon any
termination, the license granted to Licensee shall immediately cease and Licensee agrees to discontinue all use of the Software, promptly
erase all copies of the Software and portions thereof from License's computer storage or any other media, and return or destroy all copies
of the Software. Termination is not an exclusive remedy.
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Limited Warranty. PerkinElmer's sole warranty with respect to the Software is that for a period of ninety (90) days from the date of receipt,
the Software will substantially contain the functionality described in the published specifications, and when properly installed on a
computer meeting the specifications set forth in, and operated in accordance with, the Documentation, will substantially perform in
accordance therewith. THE FOREGOING WARRANTY DOES NOT APPLY, AND PERKINELMER STRICTLY DISCLAIMS ALL
WARRANTIES, WITH RESPECT TO ANY THIRD PARTY MATERIALS.
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Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PERKINELMER EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE. PERKINELMER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE
WILL MEET THE LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, PERKINELMER DOES NOT
WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR
RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY PERKINELMER SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF
THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO THE LICENSEE. THE TERMS OF THIS DISCLAIMER DO NOT AFFECT OR PREDJUDICE THE
STATUTORY RIGHTS OF A CONSUMER ACQUIRING PERKINELMER PRODUCTS OTHERWISE THAN IN THE ORDINARY COURSE
OF BUSINESS, NEITHER DO THEY LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY
PERKINELMER'S NEGLIGENCE.
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Limitation of Liabilities. PerkinElmer's and its Affiliates' entire liability and Licensee's sole and exclusive remedy shall be, at PerkinElmer's
sole discretion, either (A) the return of any license fee paid for the Software, or (B) correction or replacement of the Software that does not
meet the terms of this limited warranty and that is returned to PerkinElmer with a copy of the purchase receipt. REGARDLESS OF
WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL
PERKINELMER, ITS AFFILIATES, ITS LICENSORS OR SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY UNDER ANY
LEGAL THEORY OF LIABILITY FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OR INACCURACY OF DATA, INTERRUPTION OF
BUSINESS, COST OF SUBSTITUTION, INTERRUPTION, DELAY, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE
FAILURE, BREACHES IN SYSTEM SECURITY, OR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR
INCIDENTAL DAMAGES OF ANY NATURE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF
PERKINELMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE
FORESEEABLE. IN NO EVENT WILL THE LIABILITY OF PERKINELMER, ITS AFFILIATES, ITS LICENSORS OR SUPPLIERS EXCEED
THE GREATER OF ONE U.S. DOLLAR OR THE LICENSE FEE RECEIVED BY PERKINELMER FROM LICENSEE FOR THE
SOFTWARE. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above
exclusion may not apply.
