License Agreement

Effective starting: May 25th , 2018
Last update: Nov 6th, 2019

INFINICYT™ SOFTWARE
VERSION 2.0 LICENSE AGREEMENT

1. INTRODUCTION AND ACCEPTANCE

This License Agreement is a legal agreement between you (either individual or an entity) and Cytognos S.L. (“CYTOGNOS”) regarding the use of the CYTOGNOS software entitled Infinicyt™ software version 2.0, which includes user documentation provided in electronic form. BEFORE YOU PRESS “I accept the terms of the License Agreement” OPTION, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. BY CLICKING ON THE “I accept the terms of the license agreement” OPTION, YOU ARE AGREEING TO BE BOUND BY AND BECOMING A PARTY TO THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, CLICK THE “I do NOT accept the terms of the License Agreement” OR LEAVE INFINICYT PURCHASE AREA. IF YOU DO NOT INSTALL THIS SOFTWARE PLEASE DESTROY ALL COPIES IN YOUR POSSESSION.

2. LICENSE

Infinicyt™ software version 2.0 (designated herein after as “INFINICYT”) is property of CYTOGNOS and protected by intellectual property laws. INFINICYT may be used together with the EuroFlow™ L&L y EuroFlow™ PID Database Connector (designated herein after as “DATABASES”). However, the DATABASES must be installed separately. The DATABASES are delivered along with INFINICYT. A compatible version of INFINICYT is required to install the DATABASES. EuroFlow™ Databases are property of the EuroFlow™ Consortium. This License Agreement applies to the DATABASES only in the event they are installed.

CYTOGNOS does not transfer software property to the Customer; rather gives a limited license to use it under the conditions listed on this agreement. This is a non-exclusive and non-transferable license unless otherwise authorized by CYTOGNOS. Customer agrees that CYTOGNOS and/or its licensors retain all copyrights and other intellectual property rights pertaining to INFINICYT. Customer agrees that EuroFlow™ and/or its licensors retain all copyrights and other intellectual property rights pertaining to DATABASES. CYTOGNOS does not claim property of any third party library that INFINICYT and DATABASES use. Those libraries retain their respective licenses.

2.1. Types of License.

Standalone License: CYTOGNOS and its suppliers grant to the Customer a non-exclusive and non-transferable license to use INFINICYT and DATABASES solely in equipment (owned or leased by the Customer) with the security mechanism supplied by CYTOGNOS. A Customer can install INFINICYT and DATABASES in an unlimited number of computers but it can only be used together with the security mechanism supplied by CYTOGNOS for each standalone license. A standalone license can be used to open INFINICYT and DATABASES several times within the same equipment but never in more than one computer simultaneously using the same security mechanism. A standalone license cannot be used to open a network license.

Network License: CYTOGNOS and its suppliers grant to the Customer a non-exclusive and non-transferable license to use INFINICYT and DATABASES which will be configured for network use solely in equipment (owned or leased by the Customer) with the security mechanism supplied by CYTOGNOS. A network license has associated to it a limited number of single licenses which can be opened simultaneously through a server. The number of single licenses associated to the network license will depend on the number of licenses for which the Customer has paid the license fee. Although the network license has several single licenses associated to it, it will be considered as a whole therefore all single licenses of a network license should be in the same version of the software and have license fee paid simultaneously. All single licenses in a network license should be upgraded simultaneously through the means supplied by CYTOGNOS. A network license cannot be used to open a standalone license. A network license should be installed in a single server for use on a local area network or on a remote connection. INFINICYT will work in all computers connected to the network provided that they do not exceed the limited number of single licenses for which the Customer has paid a license fee.

2.2. Exchanging Types of License.

A set of standalone licenses can be converted to a network license at Customers request and at a fee to be agreed with CYTOGNOS. The previous statement is only valid for standalone licenses bought from the same distribution channel.

Any security mechanism (network or standalone) sent as replacement will be supplied with an expiry date of 30 (thirty) days to ensure delivery of the previous security mechanism. As soon as CYTOGNOS receives those security mechanisms, the replacement security mechanism will have its expiry date removed and INFINICYT can be used unlimitedly in the conditions that it was acquired.

3. CONDITIONS OF USE.

Customer shall not copy, in whole or in part, INFINICYT and DATABASES or software documentation unless expressly authorized. Customer may make 1 (one) copy of INFINICYT and DATABASES installer for back-up or archival purposes. Customer affixes to such copy all copyright, confidentiality and proprietary notices that appear on the original. Customer shall not modify, decompile, reverse-engineer INFINICYT and DATABASES, use any of its parts in combination with, or merged with any software not provided by CYTOGNOS. Customer shall not give, rent or sell copies of INFINICYT and DATABASES, in whatever form, to third parties even for use with CYTOGNOS reagents, without prior written consent by CYTOGNOS.

INFINICYT updates are available in the User’s Area of INFINICYT (www.cytognos.com/infinicyt/) and CYTOGNOS does not reports this to the users. The serial number and password of the CUSTOMER license are required to enter the User’s Area. CUSTOMER shall contact CYTOGNOS technical support (support@cytognos.com) in the event of any problem updating INFINICYT and DATABASES.

3.1. Prohibited Uses.

This product has not been specifically approved for in vitro diagnosis use and as such is not marketed with any claims concerning the performance of the product in use for interpreting data for the clinical diagnosis or treatment of any disease, disorder or other medical condition. In the event that INFINICYT and DATABASES, or data derived from it is directly or indirectly used in any manner not expressly authorized by this agreement; Customer hereby agrees to indemnify, defend and hold harmless, CYTOGNOS, its directors, officers, shareholders, members, managers, agents, successors and assigns, from and against any and all claims, lawsuits and demands arising from or related in any way to such unauthorized use. Said obligation shall include, but not be limited to, all costs of defense, including all solicitor fees and other amounts assessed by the court against CYTOGNOS, and any and all other expenses and costs incurred by them as a result of any such action or claim.

CYTOGNOS may modify this agreement at any time by posting the revised agreement at www.cytognos.com/infinicyt/. Your continued use of INFINICYT and DATABASES and/or data derived therefrom shall constitute your acceptance of such revised License Agreement.

3.2. Exception Notice.

As a special exception, portions of INFINICYT and DATABASES may utilize or include third-party libraries. Acknowledgments, licensing terms, guarantee terms and disclaimers for these libraries are contained in INFINICYT and DATABASES documentation and these libraries are governed by their respective terms.

3.3. Trademarks.

INFINICYT and INFINICYT logo used in INFINICYT and documentation are registered trademarks of CYTOGNOS. You are not authorized to use any such trademarks.

EuroFlow and EuroFlow logo are registered trademarks of European Scientific Foundation for Laboratory HematoOncology (ESLHO). You are not authorized to use any such trademarks.

4. LIMITED GUARANTEE.

4.1. Guarantee of Title.

CYTOGNOS hereby represents and warrants to Customer that CYTOGNOS is the owner of INFINICYT and has the right to grant to Customer the limited license to use INFINICYT and DATABASES in the conditions listed in this agreement.

4.2. Guarantee of Functionality.

For a period of 12 (twelve) months following delivery of INFINICYT and DATABASES to Customer, CYTOGNOS guarantees that INFINICYT and DATABASES shall perform in all material respects according to the CYTOGNOS specifications concerning the software when used with the appropriate computer equipment. In case the security mechanism is lost or stolen, Customer will have to purchase a new license.

CYTOGNOS attests it is feasible to test only the most frequent or probable combinations of data inputs meaning that although we at CYTOGNOS test INFINICYT and DATABASES with the utmost care there will always remain a remote probability that the program does not work according to its associated documentation. Therefore, CYTOGNOS cannot accept any responsibility for lost revenue, damaged data, or whatever other damage caused by any such malfunction. It is the responsibility of the Customer to take the adequate precautions to minimize foreseeable consequences of any such malfunction. In case of malfunction, CYTOGNOS only guarantees, if applicable the correction of the faulty INFINICYT in a reasonable delay, the replacement of INFINICYT and/or give the necessary advice to the user by technical support specialists.

In the event of any malfunction, Customer shall promptly notify CYTOGNOS through support@cytognos.com and return INFINICYT and DATABASES to CYTOGNOS at Customer expense. This guarantee does not apply if INFINICYT and DATABASES have been altered, except by CYTOGNOS and EuroFlow™, have not been installed, operated, repaired or maintained in accordance with instructions supplied by CYTOGNOS, have been subjected to abnormal physical or electrical stress, misuse, negligence or accident, or are used on an operating environment not approved by CYTOGNOS.

Some local laws prohibit or restrict clauses of this kind, so the contents of clause 4.2 may not be applicable to you in all or in part. However, we point out that to our knowledge no law guarantees any indemnification to Customers that do not use INFINICYT and DATABASES in accordance to its official documentation. Similarly, no law protects a Customer who did not obtain its copy of INFINICYT and DATABASES through channels expressly agreed by CYTOGNOS. Customer should also acknowledge that all versions of INFINICYT and DATABASES labeled as “alpha”, “beta”, “EuroFlow™”, “demo”, “prerelease”, “prototype”, “release candidate”, “test” or with any similar meaning are provided by CYTOGNOS for exclusive purposes of test and evaluation, and therefore they do not entitle you, under any circumstance to an indemnification of any kind. All such INFINICYT and DATABASES products are provided ‘as is’ without any guarantee whatsoever.

4.3. Guarantee of Reliability.

In addition to the above restrictions, Customer agrees that because of the nature of the issues analyzed with INFINICYT and DATABASES, there may be cases in which the result provided by it cannot be objectively considered correct. This applies in particular to any form of automated or assisted analysis incorporated in INFINICYT which goal is not to replace human experts but to achieve an overall reduction of analysis time.

INFINICYT and DATABASES automated or assisted analysis is not designed for unsupervised use and its proper use must always include a visual verification of the provided diagrams statistical and report results. Correct use of INFINICYT and DATABASES is explained in the Reference Manual of each INFINICYT version. If the results provided by INFINICYT and DATABASES, and most especially diagrams do not meet the quality criteria specified in INFINICYT documentation, the Customer must NOT use those results unless they are validated by a high-level specialist with a high degree of competence and expertise in flow cytometry analysis. If this restriction is not respected, CYTOGNOS declines any responsibility about consequences, even in case of legal restrictions as mentioned in clause 4.2 since INFINICYT and DATABASES would not have been used in accordance with the official documentation provided by CYTOGNOS.

5. INFINICYT PURCHASE.

5.1. Upgrades.

CYTOGNOS reserves the right to release new software upgrades when appropriate. CYTOGNOS will notify users of the new content and price of upgrades through its distribution network and on the website www.cytognos.com/infinicyt/. Not buying upgrades implies that the Customer will exclusively have right to use INFINICYT and DATABASES ‘as is’, with no further right to any upgrade or correction, nor to any consult to CYTOGNOS technical support by whatever means.

If a Customer decides to purchase an upgrade the quotation will include the price for all upgrades from the version that was acquired to the newer upgrade. New upgrades should be acquired under the terms of sale of CYTOGNOS, which can be found on the Purchase area of INFINICYT web, www.cytognos.com/infinicyt/.

CYTOGNOS can at any time release a version to correct errors in the version that is currently being sold and never retroactively in previous versions. CYTOGNOS reserves the right to decide the development of new updates for both basic and advanced versions.

5.2. EuroFlow™ databases.

Database Accesses are used when connecting to the DATABASES. Typically, one Database Access per connection to the DATABASES is used. However, more accesses can be used when working with merged files. The Databases Accesses must be purchased separately from the Purchase Area at the Infinicyt™ website www.cytognos.com/infinicyt/.

6. PRIVACY POLICY.

CYTOGNOS uses the information collected including your Personal Data to comply with applicable law and regulation, improve INFINICYT and DATABASES software, to provide technical support, to invite you to take part in surveys related to INFINICYT and DATABASES software and to send you direct marketing in relation to INFINICYT and DATABASES software, you can unsubscribe at any time from direct marketing following the information provided in the corresponding message. The information is only used internally by CYTOGNOS employees. CYTOGNOS does not sell, trade or transfer to third parties outside Europe any information contained in the files sent by the user or any Personal Data. Cytognos will keep your Personal Data information for the length of this License Agreement, we may also be required to retain certain information to meet with legal and regulatory requirements. Your data for Marketing purposes we will kept until you unsubscribe from our informative communications and Direct Marketing.

CYTOGNOS may modify this policy at any time by posting the revised document at www.cytognos.com/infinicyt/. Your continued use of INFINICYT and DATABASES and/or data derived therefrom shall constitute your acceptance of such revised Privacy Policy.

7. BEGINNING AND TERMINATION OF THE AGREEMENT.

This agreement will be effective immediately after the user finishes the installation process resulting in an operative version of INFINICYT AND DATABASES. Customer may terminate this agreement at any time by destroying all copies of INFINICYT and DATABASES including any documentation. This agreement will terminate immediately, with or without notification from CYTOGNOS, if the Customer fails to comply with any of the obligations deriving from this agreement. In whatever case of termination, the Customer will no longer be authorized to use INFINICYT and DATABASES and must destroy all the copies of INFINICYT and DATABASES or any of its parts.

8. MISCELLANEOUS THIRD-PARTY SOFTWARE AND LICENSES

Infinicyt Software is protected under license to the following patents: US Patents Nos. 7,321,843, 7,507,548 and 10,133,962. European Patent Nos. 1,770,387 and 1,724,581.

This Software makes use of Apache Axiom, Apache Axis 2, Apache Commons, Apache Derby, Apache Geronimo, Apache HttpCore, Apache Log4J, Apache Neethi, Apache POI, Apache Woden, Apache Woodstox, Apache Xalan, Apache Xerces, Apache XMLSchema, Apache Shiro, Jgraphx, SMILE, Ant, Classmate, Jboss, Scala, spray-json, PMML and jOOQ. The Apache Software License Version 2.0 (http://www.apache.org/licenses/ –> http://www.apache.org/licenses/LICENSE-2.0.txt) applies.

This Software makes use of JIDE (Basic and Components) licensed from JIDE Software (http://www.jidesoft.com à http://www.jidesoft.com/purchase/SLA.htm).

This Software includes the ANTLR Parser Generator, the Hamcrest library and the dom4j library. The BSD License (http://www.opensource.org/licenses/bsd-license.html) applies to these libraries.

This Software makes use of Hibernate, JCalendar, Kenai PDFRenderer 0.91, iText 2.1.7 and UCanAccess 4.0.2. The GNU Lesser General Public License, Version 2.1 applies to these libraries (https://www.gnu.org/licenses/old-licenses/lgpl-2.1.html).

This Software makes use of SLF4J (Simple Logging Facade for Java). The SLF4J source code and binaries are distributed under the MIT license to these libraries (http://www.slf4j.org/license.html).

This Software makes use of JavaHelp (https://github.com/javaee/javahelp), released under the Common Development and Distribution License (CDDL) v1.1 (https://github.com/javaee/javahelp/blob/master/LICENSE).

This Software makes use of Java 3D with own distribution license (https://download.java.net/media/java3d/builds/release/1.4.0_01/LICENSE-Java3D-v1_4_0.txt).

This Software makes use of Web Services Description Language for Java. The Common Public License 1.0 applies to this library (https://opensource.org/licenses/cpl1.0.php).

This Software makes use of Web Services Description Language for Java Mail 1.4., released under the Common Development and Distribution License (CDDL) v1.0 (https://mvnrepository.com/artifact/javax.mail/mail/1.4 –> https://opensource.org/licenses/CDDL-1.0). The last version, not used in this software, is CDDL v1.1. (https://javaee.github.io/javamail/).

This Software makes use of Java Matrix Package (http://math.nist.gov/javanumerics/jama) which is public domain software.

This Software makes use of Java Transaction API (JTA) and Java Runtime Environment (JRE) (http://java.com). The Oracle Corporation Binary Code License Agreement (http://java.com/en/download/license.jsp) applies to these libraries.

This Software makes use of Jaxen XPath engine. The Jaxen license applies to this library (https://mvnrepository.com/artifact/jaxen/jaxen à https://opensource.org/licenses/BSD-2-Clause).

This Software makes use of Google Guava, released under a generic open source license (https://github.com/google/guava).

This Software makes uses of Java Reflections, released under a generic open source license (https://github.com/ronmamo/reflections).

This Software makes use of LibSVM, released under a generic open source licence (https://www.csie.ntu.edu.tw/~cjlin/libsvm/COPYRIGHT).

This Software makes use of OpenDJ Community Edition without any modification, released under the Common Development and Distribution License (CDDL) v1.1 (https://github.com/OpenIdentityPlatform/OpenDJ).

This Software makes use of Reactive Streams, licensed under Public Domain (CC0) (https://www.jooq.org/legal/licensing –> https://creativecommons.org/publicdomain/zero/1.0/).

This Software makes use of the JCIP Annotations. The Attribution 2.5 Generic licence applies to this library (https://creativecommons.org/licenses/by/2.5/).

This Software makes use of Byte Buddy that depends on the ASM library which is distributed under a 3-clause BSD license. (https://asm.ow2.io/license.html).

This Software makes use of the javax-persistence api. It is no longer with own repository. Now is in Jakarta Persistence Project (https://github.com/eclipse-ee4j/jpa-api) under the Eclipse public license (https://www.eclipse.org/legal/epl-2.0/).

This Software makes use of MonetDB as driver for the connection with the database under Mozilla Public License (https://www.mozilla.org/MPL/2.0/).

The following software was used to generate the Database Connector installer:

7-zip: The 7-zip software License (http://7-zip.org/license.txt) applies to these libraries.

9. GOVERNING LAW AND JURISDICTION.

The terms of this contract shall be governed by the laws of Spain. Any legal action, dispute and proceeding relate to this contract shall be submitted solely to the relevant courts of Salamanca (Spain).