License agreement for HIPPO Beta Biowerkzeug Limited www.biowerkzeug.com
BIOWERKZEUG LIMITED IS WILLING TO LICENSE THE HIPPO SOFTWARE AND ACCOMPANYING DOCUMENTATION (COLLECTIVELY, "SOFTWARE") UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT ("AGREEMENT"). PLEASE READ THESE TERMS CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. BY INSTALLING OR USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, BIOWERKZEUG LIMITED IS UNWILLING TO LICENSE THE SOFTWARE TO YOU ("YOU"), AND YOU SHOULD NOT INSTALL OR USE THE SOFTWARE.
TYPES OF LICENSES
In order to install and use the Software, You must obtain one of the following two types of licenses: (1) Non-Commercial Use License or (2) Commercial Use License.
GRANT OF LICENSE
You may use the Software only under one of the following two types of licenses at any time:
1. NON-COMMERCIAL USE LICENSE
Provided that you qualify for a Non-Commercial Use License as specified above, and subject to the terms and conditions contained herein, Biowerkzeug Limited hereby grants You, an end user, a personal, non- transferable, non-exclusive, non- sublicensable license to install and use the Software, free of charge, for non-commercial purposes only. You agree that upon termination of your Non-Commercial Use License, You will cease using the Software, destroy any copies that you have made, and remove the Software from your computers.
2. COMMERCIAL USE LICENSE
Provided that You have selected and paid the required license fee(s) for a Commercial Use License, and subject to the terms and conditions contained herein, Biowerkzeug Limited hereby grants to You, an end user, a non- transferable, non- exclusive, non-sublicensable license to install and use the Software on the number of computers for which You have paid the applicable fee. You agree that upon termination of your Commercial Use License, You will cease using the Software, destroy any copies that you have made, and remove the Software from your computers.
Biowerkzeug Limited and/or its licensors reserve all rights not expressly granted to You herein. Any license granted by Biowerkzeug Limited under this Agreement is not a sale of the Software or any copy of the Software. The Software contains valuable trade secrets of Biowerkzeug Limited and its licensors. All worldwide ownership of and all rights, titles and interests in and to the Software, and all copies and portions of the Software, including without limitation, all intellectual property rights therein and thereto, are and will remain exclusively with Biowerkzeug Limited. The Software is protected, among other ways, by the copyright laws of the European Union and international copyright treaties. All rights not expressly granted herein are retained by Biowerkzeug Limited and its licensors.
You may not:
(i) use the Software, except under the terms listed above;
(ii) modify, translate, reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or discover the source code from the binaries of the Software, except to the extent applicable laws specifically prohibit such restriction;
(iii) create derivative works based on the Software (e.g. incorporating the Software in a commercial product or service without a proper license);
(iv) rent, lease, sublicense, convey, distribute or otherwise transfer rights to the Software;
(v) remove any product identification, copyright, proprietary notices or labels from the Software.
Any and all copies made by You as permitted hereunder must contain all of the original Software's copyright, trademark and other proprietary notices and marks.
MAINTENANCE, SUPPORT AND UPDATES
Biowerkzeug Limited is under no obligation to maintain or support or update the Software in any way, or to provide updates or error corrections.
The Software and any license authorization codes are confidential and proprietary information of Biowerkzeug Limited. You agree to take adequate steps to protect the Software and any license authorization codes, if any, from unauthorized disclosure or use. You agree that You will not disclose the Software, in source code or object code form, to any third party, except as otherwise provided herein.
BIOWERKZEUG LIMITED EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND ANY WARRANTY THAT MAY ARISE BY REASON OF TRADE USAGE, CUSTOM, OR COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED "AS IS" AND THAT BIOWERKZEUG LIMITED DOES NOT WARRANT THAT THE SOFTWARE WILL RUN UNINTERRUPTED OR ERROR FREE NOR THAT THE SOFTWARE WILL OPERATE WITH HARDWARE AND/OR SOFTWARE NOT PROVIDED BY BIOWERKZEUG LIMITED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT.
THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. UNDER NO CIRCUMSTANCES WILL BIOWERKZEUG LIMITED OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF BIOWERKZEUG LIMITED OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT. SUCH LIMITATION ON DAMAGES INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS OF DATA OR SOFTWARE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR IMPAIRMENT OF OTHER GOODS. IN NO EVENT WILL BIOWERKZEUG LIMITED OR ITS LICENSORS BE LIABLE FOR THE COSTS OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES. IN ADDITION, IN NO EVENT WILL THE TOTAL LIABILITY OF BIOWERKZEUG LIMITED IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE EXCEED THE ACTUAL AMOUNT PAID TO BIOWERKZEUG LIMITED, IF ANY, FOR THE SOFTWARE GIVING RISE TO THE CLAIM. YOU ACKNOWLEDGE THAT THIS SOFTWARE IS NOT DESIGNED OR LICENSED FOR USE IN ON- LINE EQUIPMENT IN HAZARDOUS ENVIRONMENTS SUCH AS OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR CONTROL, OR LIFE-CRITICAL APPLICATIONS. BIOWERKZEUG LIMITED EXPRESSLY DISCLAIMS ANY LIABILITY RESULTING FROM USE OF THE SOFTWARE IN ANY SUCH ON- LINE EQUIPMENT IN HAZARDOUS ENVIRONMENTS AND ACCEPTS NO LIABILITY IN RESPECT OF ANY ACTIONS OR CLAIMS BASED ON THE USE OF THE SOFTWARE IN ANY SUCH ON-LINE EQUIPMENT IN HAZARDOUS ENVIRONMENTS BY YOU. FOR PURPOSES OF THIS PARAGRAPH, THE TERM "LIFE-CRITICAL APPLICATION" MEANS AN APPLICATION IN WHICH THE FUNCTIONING OR MALFUNCTIONING OF THE SOFTWARE MAY RESULT DIRECTLY OR INDIRECTLY IN PHYSICAL INJURY OR LOSS OF HUMAN LIFE.
This Agreement will terminate immediately and automatically without notice if You breach any provision in this Agreement. Upon termination You will remove all copies of the Software or any part of the Software from any and all computer storage devices and destroy the Software. At Biowerkzeug Limited's request, You or your authorized signatory, will certify in writing to Biowerkzeug Limited that all complete and partial copies of the Software have been destroyed and that none remain in your possession or under your control. The provisions of this Agreement, except for the license grant and warranty, will survive termination.
If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected thereby. No delay or failure by either party to exercise or enforce at any time any right or provision hereof shall be considered a waiver thereof or of such party's right thereafter to exercise or enforce each and every right and provision of this Agreement. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. You may not assign this Agreement in whole or in part, without Biowerkzeug Limited's prior written consent. Any attempt to assign this Agreement without such consent will be null and void. This Agreement is the complete and exclusive statement between You and Biowerkzeug Limited relating to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the parties, if any. In the case of any conflict between the terms of this Agreement and the provisions of any purchase order for the Software, the terms of this Agreement shall control.