Terms of Service

1. THE PARTIES

The parties to this license are Licensor and the Customer. "Customer" means the person or organization that orders, has paid or will pay, or has been offered a free trial of the license for the software program(s) delivered under this Agreement (the "Software"). "Licensor" means an affiliate of Licensor Corporation that provides the Software.

2. LICENSE GRANT

a) Licensor grants Customer a non-exclusive and non-transferable license to use the Software, provided that Customer complies with the terms of this Agreement. The Software is licensed solely to the intended Customer or Customer Organization. If the Software is licensed to a Customer Organization, Customer represents that Customer is a legitimate member of that organization. If Customer has purchased an organization license or multiple licenses, Customer or the Customer Organization may have up to as many Software users as the number of licenses purchased.

b) The Software and associated materials, other than portions in the public domain, are the property of Licensor and are protected by copyright laws, international treaties, and other applicable rights. Upon termination of this Agreement by either party, Customer agrees to cease using the Software and Documentation.

c) No title to the Software is transferred to Customer by this license or by the payment of any fee.

d) Any rights not expressly granted under this Agreement are reserved to Licensor.

2.1 WHAT CUSTOMER MAY DO

a) Customer may use the Software to perform the functions for which it was designed.

2.2 WHAT CUSTOMER MAY NOT DO

a) Customer may not decompile or reverse engineer the Software.

b) Customer may not sell, distribute, or commercially exploit the Software or associated materials.

c) Customer may not make the Software available to other users who do not have a proper license through remote access technology or account login sharing.

d) Customer may not rent or lease the Software. Customer may, however, permanently transfer its rights under this Agreement to another person or entity upon written notice to Cerno Bioscience, provided that Customer transfers this Agreement, the Software, and all accompanying printed materials, and the transferee agrees to the terms of this Agreement. However, if Customer obtained its copy of the Software for use in the United States or Canada, Customer may not transfer its rights to a new licensee located outside those countries without first obtaining Cerno Bioscience's prior written permission. Such permission may require payment of an additional license fee, and Cerno Bioscience may require the original Software license to be returned so that a new license may be provided to the new licensee.

e) Customer may not use the Software unless Customer has agreed to be bound by this Agreement.

3. LIMITATION OF WARRANTIES AND LIABILITY

The Software provided under this Agreement is a tool. Its successful use and operation depends on the skill of the operator and is not a substitute for skilled human judgment. Erroneous results may be obtained if inappropriate instructions are given to the Software.

a) Licensor provides the Software and associated instructional and reference materials to Customer on an "AS IS" basis and makes no representations or warranties regarding the Software product or the instructional and reference materials, including, without limitation, any warranties of merchantability, fitness for a particular purpose, or noninfringement.

b) Licensor warrants to Customer that the Software provided under this Agreement has been tested and debugged to the best of its ability and available resources at the time of release.

c) Licensor represents and warrants that it has the right to enter into this Agreement and to deliver the Software on an "AS IS" basis.

d) THE WARRANTIES EXPRESSED IN PARAGRAPHS 3. B) AND C) ABOVE REPRESENT THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO THIS LICENSE, AND ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND/OR WARRANTIES OF NON-INFRINGEMENT, ALL OF WHICH LICENSOR DISCLAIMS.

e) LICENSOR ASSUMES NO RESPONSIBILITY FOR CUSTOMER'S USE OF THE SOFTWARE AND SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM SUCH USE, EVEN IF LICENSOR HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

f) IN NO EVENT MAY ANY ACTION ARISING OUT OF THIS AGREEMENT BE BROUGHT AGAINST LICENSOR MORE THAN ONE YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, DETERMINED WITHOUT REGARD TO WHEN CUSTOMER LEARNED OF THE ALLEGED DEFECT, INJURY, OR LOSS.

g) IN NO EVENT SHALL LICENSOR'S TOTAL LIABILITY EXCEED THE LICENSE FEE PAID BY CUSTOMER, WHETHER SUCH LIABILITY ARISES FROM BREACH OF WARRANTY, BREACH OF THIS AGREEMENT, OR OTHERWISE, AND WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY.

h) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO EVERY CUSTOMER. ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL, HOWEVER, APPLY TO SUCH CUSTOMER.

i) THE PROVISIONS OF THIS SECTION 3 WILL SURVIVE TERMINATION OF THIS LICENSE.

4. APPLICABLE LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to its conflict-of-laws principles. All parties consent to the jurisdiction of the courts located in the State of Connecticut for any action arising under this Agreement.

5. ENTIRE UNDERSTANDING

This Agreement constitutes the entire understanding of the parties with respect to its subject matter. Without limiting the foregoing, the terms of any prior Customer purchase order will be subject to this Agreement. Any acceptance of a purchase order by Licensor will be for acknowledgment purposes only, and none of the terms set forth in the purchase order will be binding upon Licensor. Any representation, promise, warranty, covenant, or undertaking not expressly set forth in this Agreement will not be deemed part of the Agreement or otherwise legally effective.

6. SEVERABILITY

If any term or condition of this Agreement is invalid or unenforceable, the remaining terms and conditions will remain in full force and effect.

7. SECURITY; AUDIT

Customer will make reasonable efforts to ensure compliance with the terms of this Agreement. Customer grants Licensor the right to audit Customer's use of the Software during regular business hours to ensure compliance with this Agreement.

8. INDEMNIFICATION

Customer agrees to indemnify and hold Licensor harmless from and against any and all third-party claims arising out of or related to Customer's use of the licensed materials, regardless of whether such claims were foreseeable by Licensor. The provisions of this Section 8 will survive termination.

9. TERMINATION

If Customer breaches any term of this Agreement, Licensor may, in addition to its other legal rights and remedies, terminate the license granted under this Agreement upon seven (7) days' notice to Customer. Upon any termination for breach, Customer will, unless otherwise agreed in writing by Licensor, promptly return to Licensor or destroy all documentation pertaining to the Software. Any termination, whether or not for breach, will not affect any obligation or liability of either party arising before termination.

10. FORCE MAJEURE

Licensor will not be responsible for any delay or failure in performance resulting from any cause beyond its control or beyond its reasonable ability and available resources at the time.

11.CUSTOMER DATA AND INFORMATION

Customer retains all right, title, and interest in and to any data, information, files, records, materials, or other content uploaded, submitted, entered, or otherwise provided by Customer or its authorized users through the Software (collectively, “Customer Data”). Cerno Bioscience does not acquire any ownership interest in Customer Data by virtue of this Agreement or Customer’s use of the Software.

Except with Customer’s explicit prior consent, Cerno Bioscience will not use, utilize, reproduce, disclose, distribute, analyze, or otherwise process Customer Data for any purpose or in any manner, except that Cerno Bioscience may access Customer Data solely to provide technical support when specifically requested by Customer and only to the extent reasonably necessary to provide that support. Cerno Bioscience will not use Customer Data for marketing, product development, artificial intelligence or machine-learning training, analytics, or any other unrelated purpose without Customer’s explicit prior consent.

Customer acknowledges that Cerno Bioscience relies on third-party hosting and web-service providers selected for the applicable account to host and store Customer Data and to provide related infrastructure and security services. Cerno Bioscience will cooperate with Customer as reasonably best able, and will use reasonable best efforts to cooperate with the applicable hosting and web-service providers, in the event of an actual or suspected account or data-security breach affecting Customer Data, subject to applicable law, the capabilities and limitations of the applicable hosting or web-service provider, and Cerno Bioscience’s reasonable ability to investigate, respond to, and remediate the incident.

Customer is responsible for ensuring that it has all rights, permissions, and lawful authority necessary to upload and use Customer Data through the Software.

12. COMMUNICATIONS AND MARKETING

By accepting this Agreement or accessing or using the Software, Customer authorizes Licensor and its affiliates, representatives, and service providers to contact Customer and, where applicable, individual users of the Software using the contact information provided in connection with the Software or account. Such communications may include account administration, customer service, technical support, security notifications, product updates, maintenance notices, training, educational information, and other communications reasonably related to the Software or Licensor's services.

Communications necessary to administer the account, provide the Software or support services, maintain security, comply with legal obligations, or otherwise perform this Agreement are not considered marketing communications and may continue notwithstanding a marketing opt-out.

Customer represents and warrants that, where Customer provides Licensor with contact information for individual Software users, Customer has the authority to provide such information to Licensor for the purposes described in this Section and has provided any notices or obtained any consents required by applicable law.

Subject to applicable law, Licensor may also contact Customer and individual Software users regarding Licensor's products, services, special offers, events, newsletters, and other marketing or promotional matters. Customer acknowledges that marketing communications may be sent by email, telephone, text message, or other electronic or communication methods where permitted by applicable law. Recipients may opt out of marketing communications at any time by following the unsubscribe or opt-out instructions provided in the applicable communication or by contacting Licensor.

13. RESTRICTED RIGHTS APPLICABLE TO U.S. GOVERNMENT ONLY AND OTHER TERMS AND CONDITIONS

Use, duplication, or disclosure of the Database, Software, and associated materials by the U.S. Government is subject to the restricted rights applicable to commercial computer software under FAR 52.227-19 and DFARS 252.227-7013, or parallel regulations. The manufacturer for this purpose is Cerno Bioscience, 4229 South Maryland Parkway, Suite 200, Las Vegas, NV 89199, USA.

By accessing or using the Software, you agree to use the Software only for authorized business purposes and in compliance with applicable laws, regulations, and your organization's policies.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must not upload unlawful or prohibited content.

Continued use of the Software constitutes acceptance of this EULA and any future updates to these terms.

This Software includes third-party software governed by its respective licenses, as described at: https://spectralaccuracy.com/open-source-notices

If you have any questions about this Agreement or wish to contact Cerno Bioscience for any reason, please write to Customer Service, Cerno Bioscience, 4220 South Maryland Pkwy, Suite 200, Las Vegas, NV 89119, USA.