Software License

Software License

Unless expressly stated otherwise with respect to any ADInstruments software, the following terms shall apply, as noted herein, to software made available by ADInstruments.

By installing, copying or using Software (defined below), Licensee (defined below) agrees to the license terms set forth below.  If Licensee does not agree to the terms of this Agreement, Licensee must uninstall the Software, cease using the Software and return to ADInstruments any physical copies of the Software in Licensee’s possession.
The “Effective Date” for this agreement shall be the date Licensee installs the Software.

1. Definitions

“ADInstruments” means ADInstruments Pty Ltd, 13/22 Lexington Drive, Bella Vista, Australia.
“Computer” means any multi-purpose computing device, including, without limitation, a desktop computer, a laptop computer, a network server, or a smartphone.
“Licensee” means the purchaser of a license or licenses to the Software, as designated in the invoice(s) pertaining to the Software license(s).
“Software” means:

a.    the ADInstruments products identified in this Agreement (“ADInstruments Products”); 
b.    documentation; 
c.    any media, printed materials, documents, electronic files (including, without limitation, settings and example data files), illustrations, explanations, or other information that accompanies or is a component of the ADInstruments Products; and
d.    any modifications, upgrades, updates, and/or additions to Software (collectively, “Upgrades”) that are not licensed under a separate agreement.

2.  License Terms Pertaining to LabChart Products

ADInstruments hereby grants Licensee a license to install and use any LabChart product(s) for which Licensee has purchased a license (including LabChart, LabChart Pro, LabChart Modules, LabChart Extensions, GLP Client, and Scope) on up to three (3) Computers for the purpose of data analysis.  Of these three Computers, Licensee may use only one (1) for the purpose of data acquisition, which must be done using a device or devices authorized by ADInstruments (“Authorized Recording Device”), such as a PowerLab unit.  Licensee may purchase licenses for additional software seats (i.e., installation on additional Computers) for analysis purposes only.  Each additional licensed LabChart product may only be installed on one (1) Computer.  Licensee may not make LabChart products available to any other person or organization without the express written consent of ADInstruments.  Licensee may make copies of LabChart products for backup purposes. Backup copies of any LabChart product are to be used only to replace the original copy in the event that it is destroyed or becomes defective.

3.  License Terms Pertaining to LabChart Online

Licensee agrees, on behalf of Licensee and Authorized Users, to abide by copyright laws governing materials that are accessed on or downloaded from LabChart Online. 
Licensee agrees, on behalf of Licensee and Authorized Users, that LabChart Online will not be used for confidential file sharing or for backup data storage. ADInstruments will take no responsibility, nor will it provide compensation, for any issues associated with data uploaded to, or downloaded from, LabChart Online. 
Licensee agrees that ADInstruments retains the right to

i) create limits regarding LabChart Online usage, such as, without limitation, file size;
ii) restrict, suspend, or terminate any or all LabChart Online services at any time, without notification.

It shall be the responsibility of Licensee and Authorized Users to maintain the accuracy, completeness, confidentiality and current status of account information at all times. LabChart Online may not be accessed using any third party licensee’s login and password. Licensee bears sole responsibility for all activity on Licensee’s account. It is the responsibility of Licensee to ensure that all content generated by Licensee or Authorized Users is lawful according to the Licensee’s local laws and regulations, and is appropriate for the audience who will view it.
If Licensee becomes aware of any unauthorized account use or other security breach, Licensee shall promptly notify ADInstruments. For purposes of security, ADInstruments may require Licensee to modify certain account information. ADInstruments reserves the right to investigate suspected breaches of these terms by Licensee and Authorized Users accessing LabChart Online. Inappropriate use of LabChart Online shall be grounds for immediate termination of Licensee’s LabChart license, or, alternatively, at ADInstruments’ discretion, the modification or removal of all or part of content generated by Licensee or Authorized Users.

4.  License Terms Pertaining to LabChart Pro Student License

The LabChart Pro Student License allows the Licensee to install and use LabChart Pro software on a single computer for educational purposes only. The license will expire six months after the license code is entered. The LabChart Pro Student License may not allow all the functionality of LabChart Pro. ADInstruments reserves the right to add or remove features in the LabChart Pro Student License at any time, without notification.

5.  License Terms Pertaining to GLP Server Software

ADInstruments hereby grants Licensee a license to install and use GLP Server on a single Computer that functions as a server to GLP Clients. Licensee may make copies of GLP server for backup purposes. Backup copies of GLP Server are to be used only to replace the original copy in the event that it is destroyed or becomes defective.

6.  License Terms Pertaining to LabTutor Software Suite Server

ADInstruments hereby grants Licensee a license to install and use LabTutor Server on a single Computer that functions as a server and that is located at a fixed location (i.e., not a mobile computing device). Licensee may make copies of LabTutor Server for backup purposes. Backup copies of LabTutor Software Suite are to be used only to replace the original copy in the event that it is destroyed or becomes defective. The above-referenced LabTutor Server software may be accessed by one or more client Computers.  ADInstruments hereby grants Licensee a license to install LabTutor client software on an unlimited number of Computers that function as clients of the server on which Licensee has installed LabTutor Server software. Licensee may permit students, researchers, tutors and other users designated by Licensee (collectively, “Authorized Users”) to use LabTutor client software for purposes of completing work (including, but not limited to, conducting experiments) assigned by Licensee. 

7.  License Terms Pertaining to LabTutor Online

Licensee may permit Authorized Users to access an authorized LabTutor Online server, provided that the number of such Authorized Users must not exceed the number of LabTutor Online licenses that Licensee has purchased. Licensee and Authorized Users whom Licensee permits to use the LabTutor Online server shall have access to the LabTutor Online server for twelve (12) consecutive months from the date that Licensee completes the LabTutor Online activation process (“Initial Term”). However, each individual LabTutor Online license is only valid for a six (6) month period from date of activation. If the Online Server or LabTutor Online licenses are deactivated due to their expiry or other reasons, the Licensee is not entitled to any reimbursement or refund of any fees or unused access time.
Licensee may renew the LabTutor Online license(s) at any time before the expiration of the Initial Term for an additional term of twelve (12) months (“Renewal Term”). The LabTutor Online server will be deactivated if not renewed. Unused licenses will expire if not activated within twelve (12) months. At any time before the expiration of the then-current Renewal Term, Licensee may renew for a subsequent Renewal Term. 
Licensee agrees, on behalf of Licensee and Authorized Users, to abide by copyright laws governing materials that are accessed on or downloaded from LabTutor Online.
Licensee agrees that ADInstruments retains the right to create reasonable limits regarding LabTutor Online usage, such as, without limitation, file size.
It shall be the responsibility of Licensee and Authorized Users to maintain the accuracy, completeness, confidentiality and current status of account information at all times.  LabTutor Online may not be accessed using any third party licensee’s login and password.  Licensee bears sole responsibility for all activity on Licensee’s account.  It is the responsibility of Licensee to ensure that all content generated by Licensee or Authorized Users is appropriate for use in education. 
If Licensee becomes aware of any unauthorized account use or other security breach, Licensee shall promptly notify ADInstruments.  For purposes of security, ADInstruments may require Licensee to modify certain account information.  ADInstruments reserves the right to investigate suspected breaches of these terms by Licensee and Authorized Users accessing LabTutor Online.  Inappropriate use of LabTutor Online shall be grounds for immediate termination of Licensee’s LabTutor Online license, or, alternatively, at ADInstruments’ discretion, the modification or removal of all or part of content generated by Licensee or Authorized Users.

8.  License Terms Pertaining to LabAuthor

ADInstruments hereby grants Licensee a license to install LabAuthor Software on one or more Computers for the purpose of creating or editing content for use with the licensee’s Authorized LabTutor server. Licensee may make copies of LabAuthor for backup purposes. Backup copies of the LabAuthor Software are to be used only to replace the original copy in the event that it is destroyed or becomes defective.

9.  License Terms Associated with LabTutor Images and Videos

a.    License.  With respect to the images and videos provided to Licensee within the LabTutor experiments, Image and Media sections of LabAuthor, and LabTutor Image Gallery on ADInstruments’ website (“Images” and “Videos”), ADInstruments hereby grants Licensee a non-transferable, non-sublicenseable, license to reproduce and use the Images and Videos solely for the following purposes (the “Permitted Uses”):

i.    To include the Images in printed or electronic instructional/educational materials, such as laboratory handbooks or instructions for laboratory experiments, that are directly related to Licensee’s authorized use of LabTutor or LabChart software packages in education. 
ii.    To include the Videos solely in LabTutor experiments that Licensee creates using the LabAuthor software package.
iii.    Other uses for which ADInstruments has provided Licensee with its prior written consent.

b.    Restrictions. All Permitted Uses shall be for non-profit, non-commercial, educational purposes only. This license is limited to existing non-profit licensees of the LabTutor software using LabAuthor. Commercial use of the Images or Videos is expressly forbidden. Unauthorized copying of the Images or Videos is expressly forbidden. ADInstruments and its licensors retain all rights in, title to, and ownership of the Images and Videos. Licensee shall take all steps reasonably necessary to protect ADInstruments’ and its licensors’ ownership rights. 
c.    Copyright Notices. Licensee may not represent or cause others to believe that the Images or Videos are Licensee’s original works, or that ADInstruments endorses or is affiliated with any entity, product or service. Licensee expressly agrees to display ADInstruments’ (and third parties’, if any) copyright and proprietary notice(s) with all of the Images and Videos, or any portion(s) thereof, that Licensee uses (e.g., image © ADInstruments 2010).  
d.    Patent, Copyright and Trade Secret Indemnity. Licensee agrees to indemnify and hold harmless ADInstruments and its licensors against all liability resulting from or related to any claim of patent or copyright infringement, misappropriation, or misuse of trade secrets or other proprietary rights based upon Licensee’s use of the Images or Videos, or any portion thereof, that is not in accordance with the terms of this Agreement.
e.    Third Party Images.  Third party images, including, without limitation, historical images used in LabTutor Experiments that are not in the public domain are third party intellectual property. Accordingly, Licensee must obtain licenses to use Images that are not in the public domain from their respective third party owner(s). ADINSTRUMENTS HEREBY DISCLAIMS ALL LIABILITY FOR USER’S INFRINGEMENT OR OTHER VIOLATION OF THIRD PARTY RIGHTS IN THIRD PARTY IMAGES.

10. No Reverse Compiling

Licensee may not reverse engineer, decompile or disassemble the Software. 

11.  Intellectual Property

Except as expressly permitted by this Agreement, Licensee may not copy the Software. Except as otherwise noted in this Agreement, all ADInstruments software, hardware and documentation is the intellectual property of ADInstruments and is protected by copyright and other applicable intellectual property laws.  Except as expressly permitted by this Agreement, Licensee may not alter the Software in any way or create derivative works based on it. ADInstruments’ company name, logo and product names constitute registered and common law trademarks of ADInstruments, and ADInstruments retains the exclusive ownership of, and rights to, such marks.  All rights not expressly granted are reserved.

12. No Assignment

Licensee may not assign or otherwise transfer any of Licensee’s rights under this Agreement.  The Software may not be rented, leased, sub-licensed or loaned to any third party. 

13. Limited Warranty

ADInstruments warrants the media on which the licensed Software is supplied to be free from defects in materials and workmanship under normal use for ninety (90) days from the date that ADInstruments invoices Licensee for such Software license.  

EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH HERE, THE LICENSED SOFTWARE, DOCUMENTATION, AND SUPPORT SERVICES, IF ANY, ARE PROVIDED TO USER ON AN “AS IS” AND “WHERE IS” BASIS AND WITHOUT WARRANTY OF ANY TYPE.  THIS MEANS THAT ADINSTRUMENTS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR, WITHOUT LIMITATION, ACCURACY OF DATA OR OTHER INFORMATION, DELETION OF DATA OR OTHER INFORMATION (INCLUDING INFORMATION PROVIDED BY ADINSTRUMENTS), DATA STORAGE OR TRANSMISSION FAILURES, SECURITY, OR PRIVACY.
ADINSTRUMENTS HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE LICENSED SOFTWARE AND SUPPORT SERVICES, IF ANY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

14. Limitation of Liability

ADINSTRUMENTS’ MAXIMUM LIABILITY FOR ANY REASON ARISING OUT OF LICENSEE’S USE OF THE SOFTWARE WILL NOT EXCEED THE LICENSE FEE THAT LICENSEE PAYS ADINSTRUMENTS FOR USE OF THE SOFTWARE AT ISSUE. THE FOREGOING LIMITATION OF LIABILITY APPLIES NO MATTER WHICH THEORY OF RECOVERY APPLIES, WHETHER BREACH OF CONTRACT, INDEMNITY, BREACH OF WARRANTY, TORT, OR ANY OTHER THEORY.  UNDER NO CIRCUMSTANCES WILL ADINSTRUMENTS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES RESULTING FROM USE OF THE SOFTWARE. 

15. Upgrades

ADInstruments may make Upgrades to the Software from time to time. Some or all of these Upgrades may require additional payment to ADInstruments. The terms of this Agreement shall apply to Upgrades.

16. Controlling Law 

This Agreement shall be governed, construed and enforced in accordance with the laws of the territory into which the software is sold, or, if sold into the United States of America, by the laws of the State of California, excluding its conflicts of laws principles.  The Licensee and the Licensor agree that conflict provisions of the governing law and United Nations Convention on Contracts for the International Sale of Goods shall not apply. 

17. Severability

The finding by any court of competent jurisdiction that any provision of this Agreement or part thereof is unenforceable shall not affect the enforceability of the remaining provisions of this Agreement.  

18.  Termination

This Agreement is effective until terminated.  Licensee may terminate this Agreement at any time by (i) permanently destroying all copies of the Licensed Software and documentation in Licensee’s possession; (ii) uninstalling all components of the Licensed Software from Licensee’s Computer(s); and (iii) notifying ADInstruments in writing of Licensee’s intention to terminate this Agreement. ADInstruments may terminate this Agreement if (i) Licensee breaches the terms of this Agreement. Upon termination, all licenses granted herein shall immediately terminate.

19.  Agreement Changes

ADInstruments may, at its discretion, change, modify, add or remove portions of the terms and conditions constituting this Agreement.  ADInstruments will post any such updated terms and conditions at http://www.adinstruments.com/license at least thirty (30) days before any changes become effective.
Licensee’s continued use of the Software following the posting of updated terms and conditions shall constitute Licensee’s acceptance of such updates. 

20. Complete Agreement

This Agreement constitutes the entire agreement between the parties with respect to Licensee's license of software from ADInstruments.  Amendments and modifications to this Agreement will not be effective unless in writing and signed by an authorized representative of ADInstruments.

Date of Last Revision: April 2014