Legal Notices page 35
User Guide for Jess
1.9 “Licensed Software” means the Compass for Simple Western software program in Executable Code form, and any Updates that
Company makes available to Customer in accordance with this Agreement.
1.10 “Site” means the facility or campus set forth in the System Quotation.
1.11 “System” means the proprietary NP1000, NP100, Simon, Sally, Peggy, Wes, Jess, Sally Sue and Peggy Sue protein analysis system or any
future model or successor thereto that is provided to Customer by Company pursuant to a separate agreement between the parties
(the “System Quotation”).
1.12 “Update” means those releases of the Licensed Software that Company provides to customers to correct Errors, fix bugs, or create
minor improvements, incremental features or enhancements of existing features which Company designates by a change in the
number to the right of the first or second decimal point. Updates do not include those releases of the Licensed Software that provide
substantial new features or additional functionality which Company designates by a change in the number to the left of the first
decimal point.
1.13 “User” means any individual that has an e-mail address within the Enterprise.
2. License and Restrictions
2.1 License Grant. Subject to the terms and conditions of this Agreement and the payment of the required fees set forth in the System
Quotation, Company grants to Customer a nontransferable, nonexclusive, royalty-free, revocable, worldwide license (without the right
to sublicense) to (a) install the Licensed Software on any computer located at any Site; (b) use, execute and display the Licensed
Software, in Executable Code form only; and (c) copy the Licensed Software and Documentation, solely as necessary to support
Authorized Users; in each of the foregoing, solely in accordance with the Documentation and the Authorized Use Parameters.
Customer agrees that it will comply with the Authorized Use Parameters.
2.2 License Restrictions. Customer acknowledges that the Licensed Software and its structure and organization constitute valuable
trade secrets of Company. Accordingly, the license granted in this Agreement is subject to the following restrictions: Customer and its
Authorized Users (a) may not reverse engineer, disassemble, decompile or otherwise attempt to derive the source code of Licensed
Software; (b) may not modify, adapt, alter, translate or create derivative works from the Licensed Software; (c) may not merge the
Licensed Software with other software; (d) may not use the Licensed Software in any service bureau or time-sharing arrangement,
license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit or make the Licensed
Software or Documentation available to any third party; (e) shall only make that number of exact copies of the Licensed Software and
Documentation as delivered by Company that are necessary to support Customer's use of the Licensed Software in accordance with
this Agreement; (f) shall include any titles, trademarks and copyright and restricted rights notices that are included on or in the
Licensed Software as delivered by Company on and in any copies of the Licensed Software that it makes; and (g) shall ensure that
Customer's use of the Licensed Software does not exceed the scope of the license that Customer has purchased pursuant to this
Agreement.
2.3 Open Source Software. Certain items of independent, third-party code may be included in the Licensed Software that are subject to
open source licenses (“Open Source Software”). Such Open Source Software is licensed under the terms of the license that
accompanies such Open Source Software. Nothing in this Agreement limits Customer's rights under, or grants Customer rights that
supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this
Agreement restricts Customer's right to copy, modify and distribute such Open Source Software that is subject to the terms of such
open source licenses.
2.4 Ownership. Company reserves all rights not expressly granted to Customer in this Agreement. Without limiting the generality of the
foregoing, Customer acknowledges and agrees that, except as expressly set forth in this Agreement, Company and its suppliers retain
all Intellectual Property Rights, title and interest in and to the Licensed Software and Documentation.
3. Support and Maintenance Services
3.1 Services. Subject to Customer's payment of the Services fees, as set forth in the System Quotation, and to the terms and conditions
herein, Company will use commercially reasonable efforts to provide to Customer the following support and maintenance services
(the “Services”) for the Licensed Software: (a) Company will answer technical questions concerning functions and features of the
Licensed Software; (b) Company will provide Error verification, analysis and corrective efforts for the Licensed Software; and (c)
Company will provide, without charge, Updates of the software released during the term of this Agreement. Customer will be
responsible for providing, in a manner consistent with good industry practice, all Services to Users. Customer acknowledges that
Company may not be able to correct all reported Errors. Any Update of the Licensed Software will be deemed part of the Licensed
Software and Customer will use such Updates in accordance with the requirements and obligations in this Agreement.
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