The AfterMath software package is usually sold to Pine's customers along with one or more instruments (such as an electrochemical potentiostat) manufactured by Pine. We understand that our instruments are used in laboratory environments where multiple computers are present and where data acquired using one computer might be analyzed using a different computer. So, we have done our best to craft a license agreement that meets your needs as a user of Pine's products. Without further ado, here is the legalese…
PINE RESEARCH INSTRUMENTATION
AFTERMATH DATA ORGANIZER SOFTWARE LICENSE
Pine Research Instrumentation, Inc. (hereafter “PINE”) licenses purchasers (hereafter “LICENSEES”) of Pine electrochemical potentiostats (hereafter “INSTRUMENTS”) to use the AfterMath Data Organizer software (hereafter “SOFTWARE”) in conjunction with these INSTRUMENTS. This License contains the terms and conditions of use of the SOFTWARE.
- Scope of License: This License covers the software, user documentation and any related computer programs provided by PINE for use with one or more specific INSTRUMENTS. This License does not grant any proprietary or ownership rights in the SOFTWARE or related technology. The scope of this License is limited to an exclusive group of one or more specific INSTRUMENTS, where the members of this exclusive group are specifically enumerated and identified by make, model, and serial number at the time this License is purchased. The one or more specific INSTRUMENTS belonging to this exclusive group are hereafter referred to as the “DESIGNATED INSTRUMENTS”.
- License: PINE grants to LICENSEE a nonexclusive, nontransferable license to use the SOFTWARE in object code form on any computer which is connected to the DESIGNATED INSTRUMENTS for purposes of controlling the operation of the DESIGNATED INSTRUMENTS. The LICENSEE is not authorized to use the SOFTWARE to control the operation of any instruments other than the DESIGNATED INSTRUMENTS. PINE further grants to LICENSEE a nonexclusive, nontransferable license to use the SOFTWARE in object code form on up to five (5) other computers which are not connected to the DESIGNATED INSTRUMENTS for the sole purpose of analyzing data previously generated by the DESIGNATED INSTRUMENTS. PINE further grants permission to LICENSEE to make one (1) archival copy of the SOFTWARE for back-up purposes if required. Except as expressly authorized above, LICENSEE shall not: copy, in whole or in part, any of the SOFTWARE or documentation, modify the SOFTWARE, reverse engineer, reverse compile (de-compile), or reverse assemble all or any portion of the SOFTWARE, or rent, lease, distribute, sell or create derivative works of the SOFTWARE.
- Term and Termination: The License hereby granted will continue in force until terminated, as set forth herein. If LICENSEE fails to pay any monies owed to PINE or its agents in connection with LICENSEE’s purchase of the DESIGNATED INSTRUMENTS or this SOFTWARE, or violates any term of condition of this License, PINE or its agents may terminate this License immediately by giving notice of termination to LICENSEE.
- Limited Warranty: PINE warrants the SOFTWARE to conform to the description of its function and performance. In the event that the SOFTWARE does not perform in accordance with this warranty, PINE agrees to repair or fix any non-conformity free of charge, or to refund any amount paid by LICENSEE for the SOFTWARE. Any modifications made to the SOFTWARE by LICENSEE shall void this warranty entirely.
- Ownership of SOFTWARE: PINE has and will retain all ownership rights in the SOFTWARE, including all patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill and confidential and proprietary information. LICENSEE will have no rights in the SOFTWARE except as explicitly stated in this Agreement. Title to the SOFTWARE and documentation remains solely with PINE. LICENSEE may not assign this Agreement or any rights under it and may not delegate any duties under this Agreement without PINE’s prior written consent. Any attempt to assign or delegate without such consent will be void.
- Confidential Information: LICENSEE agrees that aspects of the SOFTWARE embody or constitute trade secrets and/or copyrighted material of Pine. LICENSEE agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of PINE. LICENSEE agrees to implement reasonable security measures to protect such trade secrets and copyrighted material.
- Applicable Law: This License shall be governed by and construed in accordance with the laws of the State of Pennsylvania, United States of America, as if performed wholly within the State and without giving effect to the principles of conflict of law. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect. This License constitutes the entire understanding and agreement between the parties with respect to the licensed use of the SOFTWARE.
- Modifications, Taxes: Any modification of this Agreement must be in writing and signed by PINE and LICENSEE. Terms and conditions set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this License unless specifically accepted by PINE in writing. LICENSEE shall be responsible for and shall pay, and shall reimburse PINE on request if PINE is required to pay, any sales, use, value added (VAT), consumption or other tax (excluding any tax that is based on PINE’s net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the SOFTWARE.
DISCLAIMER OF WARRANTY FOR SOFTWARE. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PINE DISCLAIMS ALL IMPLIED WARRANTIES FOR THE SOFTWARE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PINE MAKES NO REPRESENTATIONS CONCERNING THE QUALITY OF THE SOFTWARE AND DOES NOT PROMISE THAT THE SOFTWARE WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION.
LIMITATION OF LIABILITY. IN NO EVENT WILL PINE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE BY ANY PERSON, REGARDLESS OF WHETHER PINE IS INFORMED OF THE POSSIBILITY OF DAMAGES IN ADVANCE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, PINE’S NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. In no event shall PINE’s liability or liability of PINE’s suppliers exceed the price paid by the LICENSEE for the SOFTWARE. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
LICENSEE HAS READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF ITS TERMS AND CONDITIONS.