Appendix E Licensing154
USG-CUS-059 Rev05MassARRAY® Nanodispenser RS1000 v2.1 User Guide
For Research Use Only. Not for use in diagnostic procedures.
(b) The Software license shall not be deemed to extend to any of Agena’s intellectual
property rights, including rights in source code. No copies may be made of the Software
without the prior written consent of Agena, except that Customer may make a single back
up or archival copy. The Software license shall apply to any copy as it applies to the
Software.
(c) With specific reference to application Software and including any associated report
tools, Customer is provided a royalty-free, non-exclusive and non-transferable license to
use the Software subject to the terms and conditions in subsections (a) and (b) above,
solely upon the condition that such Software is used exclusively in conjunction with
specially designated SpectroCHIP® arrays and reagents or reagent kit products
purchased from Agena.
(d) All Software licenses shall terminate automatically and immediately if Customer fails to
abide by any of the terms and conditions of this Agreement. Except as expressly licensed
herein, Agena reserves all rights. Other than as expressly set forth herein, no license
rights are granted or implied.
No Governmental Approval. Customer is hereby put on notice that all of Agena’s
products and Software are Research Use Only and have not been subjected to
regulatory review or cleared or approved by the United States Food and Drug
Administration, or any other United States governmental agency or entity, or by any
similar governmental agency outside the United States, and are not CLIA (or the regional
equivalent thereof) registered or licensed or otherwise registered, licensed, or approved
under any statute, rule, law, or regulation for any purpose. Customer bears sole
responsibility and liability for validating all products purchased for Customer’s intended
use.
Indemnity. Customer will indemnify and hold harmless Agena Bioscience, Inc., its
subsidiaries, and all officers, directors, employees and agents of the foregoing, (the
“Agena Indemnified Parties”) from and against any and all losses, damages, liabilities,
expenses and costs, including responsible legal expense and attorneys’ fees (“Losses”),
to which a Agena Indemnified Party may become subject as a result of any claim,
demand, action or other proceeding by any third party to the extent such Losses arise
from acts or omissions by Customer resulting in (a) personal injury or harm from the use,
sale or other disposition of any product or service or information provided to a third party
by Customer and/or its contractual partners, customers, or collaborators; or (b) a claim
that a Customer product, assay, test analysis, method, or procedure infringes any patent,
trade secret or other intellectual property rights of any third party, unless such claim is
solely based on Customer’s non-assay-specific use of Agena’s products according to the
authorized and intended use for such product and in compliance with user operating
manuals and package inserts provided with such products. The foregoing shall not apply
where such Losses are caused by Agena’s gross negligence or willful misconduct. In the
event an Agena Indemnified Party seeks indemnification under this provision, Agena will
notify Customer in writing of a claim as soon as reasonably practicable after it receives
notice of the claim, will permit Customer to assume direction and control of the defense
of the claim (including the right to settle the claim) and will cooperate as requested (at the
expense of Customer) in the defense of the claim. This Section will survive the expiration
or termination of this Agreement.
Oracle end user license
terms
ORACLE CORPORATION ("ORACLE") SOFTWARE PRODUCTS
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