OXFORD LAB TECHNOLOGIES LTD END USER LICENSE AGREEMENT

v3, 29 Sep 2022 (for up-to-date End User License Agreement please visit www.oxfordlabtech.com)

IMPORTANT - This is an agreement (the "Agreement") between you (herein "you") and Oxford Lab Technologies Ltd. or one of its affiliates (" Company"). Please read it carefully before using Company Hardware or installing or using Company Software (Company Hardware and Company Software may each be referred to as a " Company Product " in this Agreement.)

BY USING THE COMPANY HARDWARE OR INSTALLING OR USING THE COMPANY SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE COMPANY PRODUCT OR INSTALL OR USE THE COMPANY SOFTWARE AND RETURN THE SAME AND ALL RELATED MATERIALS, MANUALS, DOCUMENTATION OR OTHER ASSOCIATED ITEMS WITHIN FOURTEEN DAYS TO COMPANY.

1) USE RESTRICTIONS

Company Product are not designed for applications that require a high degree of fault tolerance and reliability; they are not recommended for safety-critical operation, diagnostic, medical, or clinical use. Should you want to use a Company Product in an application, it is your responsibility to ensure that the Company Product meets your performance and reliability requirements. For Company Software you may install and use one copy of the software on your device.

2) SOFTWARE LICENSE

The Company Software is licensed, not sold. The Company hereby grants to you a non-exclusive license to use the Company Software. For the avoidance of doubt, The non-exclusive Company Software use license is granted to you only for a limited period of time (as Company Software Subscription).

3) PRODUCT RESTRICTIONS

The Company Product contains copyrighted material, trade secrets and other proprietary material and intellectual property of the Company. You agree that you and your employees shall not directly or indirectly:

copy any of the Company Product or any written materials for any purpose except as necessary for you or for other parties to use the Company Product in connection with the associated Company Product pursuant to this Agreement; or
except in relation to source code that is provided or made available by Company, reverse engineer, decompile or disassemble the Company Product or otherwise reduce it to a human perceivable form; or
publish the Company Product or related information for others to copy; or
work around any technical limitations in the Company Product; or
rent, lease or lend Company Product; or
transfer the Company Product or this Agreement to any third party; or
use the Company Product except as authorized herein;

4) SOURCE CODE.

Some source code or access to the related application programming interface (the "Source Code") to some Company Software may be provided or made available to you. This Source Code is protected by copyright and may not be reproduced except as permitted in this Agreement. This Source Code may only be used with a Company Hardware.

5) MODIFICATIONS TO THE SOURCE CODE

If you have a fully paid-up Company Software Subscription and the Source Code has been provided to you by the Company, you may modify the Source Code and compile the Source Code and use the compiled Source Code, but only with the Company Hardware to which the Source Code relates. If you modify the Source Code, irrespective of the amount of changes made to the Source Code, you may not remove, obscure or change any of Company’s copyright notices that appear in the Source Code or elsewhere. Any modification to the source code immediately voids all hardware and software warranties.

6) SUPPORT AND MAINTENANCE.

Company may at its sole option provide error correction for the Company Products. Company shall have the sole discretion as to the method, manner and extent, if any, of any Support that it provides in relation to the Company Product and the documentation. Updates will be delivered to you in the same manner and at the same time Company provides general Updates to all its customers.

7) UPDATES

Updates to the Company Software may be made available for download. Unless otherwise stated by Company at the time of downloading, all Updates, which you obtain, shall be deemed to be Company Software and subject to the terms of this Agreement.

8) OWNERSHIP AND COPYRIGHT

The Company Software is licensed, not sold, to you. You agree that Company owns all right, title and interest, including but not limited to all copyright, patent, trade secret, and all other intellectual property rights, in improvements you made to the Company Software, related written materials, trade marks, logos, names and other support materials furnished to you. No title to the intellectual property in the Company Software, the documentation, magnetic or optical media or any other material provided therewith is transferred to you by this Agreement. If you are ever held or deemed to be the owner of any intellectual property rights in improvements you made to the Company Software, then you hereby irrevocably assign to Company all such right, title and interest and agree to execute all documents necessary to implement and confirm the letter and intent of this Section.

9) LIMITED WARRANTY.

Company warrants that the Company Hardware delivered to you under this Agreement are free from defects in materials and workmanship under normal use and service for a period of two weeks from the date of shipment. The Company gives no warranties for parts made of acrylic, rubber, plastics or consumable materials. All warranties are contingent upon proper use in the application for which the products were intended and do not cover products which have been modified or which have been subject to testing for other than specified electrical characteristics or to operating and/or environmental conditions in excess of the maximum values established in the applicable specifications, or otherwise have been the subject of mishandling, misuse, neglect, improper testing, repair, alteration, damage, assembly or processing that alters physical or electrical properties. The aforementioned provisions do not extend the original warranty period of any article which has been repaired or replaced by Company. All freight charges for equipment under warranty, and for repair or replacement of a defective product, will be borne by you. Company warrants that the Company Software will perform substantially in accordance with the accompanying materials. Updates to the software are provided as is. No oral or written information or advice given by Company or a Company representative shall create an additional warranty or in any way increase the scope of the warranty set out in this paragraph. Without limiting the generality of the foregoing, Company does not warrant that the Company Software will meet your requirements or that its operation will be error free.

10) WARRANTY DISCLAIMER.

THE COMPANY PRODUCT IS SOLD “AS-IS”. YOU BEAR RISK OF USING IT. COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTY OTHER THAN THE WARRANTIES EXPRESSED IN PARAGRAPH 9 AND SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES OR CONDITIONS INCLUDING WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCURACY, NON-INFRINGEMENT OR THAT THE USE OF THE COMPANY PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE AND COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS WHICH MAY ARISE UNDER STATUTE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT.

Some jurisdictions do not allow the exclusion of implied warranties or conditions, so the above exclusion may not apply to you. In that event, any implied warranties or conditions which would then apply shall be limited in duration to ninety (90) days from the date of purchase of the associated Company Product. The warranties given herein give you specific legal rights, and you may have other rights which vary from jurisdiction to jurisdiction.

11) Limitation on and Exclusion of Remedies and Damages.

You can recover from Company and its suppliers only direct damages up to U.S. $5.00. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages.

This limitation applies to:

anything related to the Company Product, software, services, content (including code) on third party Internet sites, or third party programs; and
claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.
It also applies even if Company knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.

12) ENJOINMENT

If use of the Company Product delivered under this Agreement is enjoined or is likely to be enjoined in the opinion of Company’s legal counsel based on any claim of infringement by a third party, Company shall, at its sole discretion and expense, do one of the following: (a) negotiate a license or other agreement with the claimant so that the Company Product is no longer subject to such claim, (b) modify the Company Product so that it becomes non-infringing, (c) replace the Company Product with non-infringing product, or (d) if none of the foregoing can be done on a commercially reasonable basis, terminate this Agreement and you shall stop using the Company Product.

13) INDEMNIFICATION.

Except as otherwise specifically provided herein you shall indemnify and hold Company harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable fees of lawyers and other professionals) arising out of or in connection with your use of the Company Product, whether direct or indirect, including without limiting the foregoing, loss of data, loss of profit or business interruption. You shall promptly notify Company of any such claim.

14) TERMINATION.

You may terminate this Agreement at any time without cause. Company may terminate this Agreement on 14 days notice if you fail to comply with any of the material terms of this Agreement unless you cure such failure within the 14 days notice of such failure. Any such termination by a party shall be in addition to and without prejudice to such rights and remedies as may be available, including injunction and other equitable remedies. Upon receipt by you of written notice of termination from Company or termination by you, you shall at the end of any notice period (a) cease using the Company Product; (b) use reasonable effort to return to Company the Company Product and all written documentation and all magnetic or optical media provided to you (or use reasonable effort to destroy all copies thereof in your possession); and (c) remit full payment of any balances owing to Company. The provisions of Sections 8, 9, 10, 11, 13, 14, 15, 16, 18, 19, 20, 21, 22 shall survive termination of this Agreement.

15) FORUM FOR DISPUTES.

The parties agree that the English Courts will have exclusive jurisdiction to resolve any disputes between you and Company concerning this Agreement and you hereby irrevocably attorn to the jurisdiction of that court in this regard. Notwithstanding the foregoing, any party may apply to any court in any jurisdiction for injustice relief or other equitable remedy.

16) EXPORT RESTRICTIONS.

You agree that you will not export or re-export the Company Product to any country, person, entity or end user subject to U.S.A. export restrictions. Restricted countries currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied your export privileges.

17) US GOVERNMENT RESTRICTED RIGHTS

If you are acting on behalf of any unit or agency of the government of the United States of America, you agree that the Company Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government of the U.S.A. is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Software Restricted Rights at 48 CFR 52.227-19, as applicable. The software was developed exclusively at private expense; no part of it is in the public domain and is an unpublished work. The manufacturer is Oxford Lab Technologies Ltd, 265 Cowley Road, Oxford OX4 1XQ, UK.

18) ENTIRE AGREEMENT.

Any and all terms and conditions set out in any correspondence between the parties or set out in a purchase order which are different from or in addition to the terms and conditions set forth herein, shall have no application and no written notice of same shall be required. This is the entire agreement between you and Company pertaining to the Company Product and your use of same, and supersedes all prior, collateral or contemporaneous oral or written representations, warranties or agreements regarding the same. No amendment to or modification of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties.

19) MISCELLANEOUS

In the event that one or more of the provisions is found to be illegal or unenforceable, this Agreement shall not be rendered inoperative but the remaining provisions shall continue in full force and effect.

20) REVIEWS

You acknowledge that any review, case studies, feedback or rating which you provide may be published and agree that it may be displayed for as long as we consider appropriate and that the content may be syndicated to other Company sites and publications. You agree to indemnify and hold us harmless against any claim or action brought by third parties, arising out of or in connection with any feedback, ratings, case studies, or reviews, including the violation of their privacy or intellectual property rights. You grant Company a non-exclusive, royalty-free worldwide license to use or edit any reviews provided by you. The Company reserves the right to publish, edit or remove any reviews without notifying you.

21) CHANGES TO AGREEMENTS

The Company may modify these terms or any additional terms that apply to Company Product or a Service to, for example, reflect changes to the law or changes to our Products or Services. You should look at the terms regularly on the Company website (www.oxfordlabtech.com). Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a Product or Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for Company Product or Service, you should discontinue your use of that Product or Service.
If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.

22) TELEMETRY

Samples of Company Product data (“Telemetry Data”) means samples of Company Product data and meta-data, including input and output data and web request attributes and information on how different types data were handled by Company Products. Company will make a reasonable effort to anonymise and obfuscate Telemetry Data so to remove any Personally Identifiable Information. Subject to the Company Privacy Policy athttp://www.oxfordlabtech.com, you hereby consent and grants to Company an unlimited license to collect and use Telemetry Data from you. You consent to Telemetry Data being stored and processed outside of the UK, EEA and the European Union. Company does not collect or use Personally Identifiable Information in the Telemetry Data. Company may share aggregated and anonymous Telemetry Data with third parties to assist Company in improving your user experience and the Company Product and other Company products and services.