THIS END-USER LICENSE AGREEMENT ("EULA") IS ENTERED INTO BETWEEN ISPECIMEN INC. AND THE USER OF THE ISPECIMENSOFTWARE ("USER"). THE EULA GOVERNS THE USE OF SOFTWARE PROVIDED BY ISPECIMEN TO THE USER. BY USING THE ISPECIMEN SOFTWARE, USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF USER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, USER MUST NOT USE THE ISPECIMEN SOFTWARE AND MUST CLICK "DECLINE".
The disclaimers, exclusions, and limitations of liability under this EULA will not apply to the extent prohibited by applicable law.
- 1. License.
(a) iSpecimen grants to User a limited, non-transferable, non-sublicensable, non-exclusive license to use, access, and display the iSpecimen Software to identify, locate, and/or select tissue, blood, fluid, cells, other biological material, and derivatives or combinations of those materials, with or without accompanying data ("Specimens") for User's own educational, research and/or development purposes and for no other purposes without the express written permission of iSpecimen. User or any third-party acting on behalf of the user will not i) extract data made available through the iSpecimen Software with automated programs, software, or any other method of screen scraping; or ii) use any data made available through the iSpecimen Software for any purposes other than specifically allowable under the terms of this EULA. User will not allow any third party to (i) use or copy all or any portion of the iSpecimen Software except as stated in this EULA; (ii) cause or permit the reverse engineering, disassembly or de-compilation of the source code of the iSpecimen Software or any portion thereof; (iii) modify or change the iSpecimen Software; (iv) translate or create any derivative works of the iSpecimen Software; (v) sublicense, rent, loan, lease, transfer, grant access to or otherwise distribute the iSpecimen Software to any other person or entity; (vi) use the iSpecimen Software to provide services to third parties in a time-sharing, service bureau, or application service User arrangement, unless otherwise agreed upon in writing by iSpecimen. At no time may User transfer any license granted herein, whether voluntarily or by operation of law.
- 2. Software Updates.
iSpecimen may from time to time develop engineering changes to correct operational deficiencies and errors to the iSpecimen Software or create new features to the iSpecimen Software ("Software Updates"). These Software Updates will be made available to User from time to time in accordance with the terms and conditions of this EULA.
- 3. Ownership.
The iSpecimen Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of iSpecimen. iSpecimen reserves all rights in and to the iSpecimen Software not expressly granted to User in this EULA. The iSpecimen Software (and all copies thereof) is licensed, not sold, to User under this EULA. There are no implied licenses in this EULA. All suggestions or feedback provided by User to iSpecimen with respect to the iSpecimen Software will be iSpecimen's property. iSpecimen may use, copy, modify, publish, or redistribute suggestions or feedback for any purpose and in any way without any compensation to User. User also agrees that iSpecimen does not waive any rights to use similar or related ideas previously known to iSpecimen, developed by its employees, or obtained from other sources.
- 4. Open Source.
Certain items of software included with the iSpecimen Software are subject to "open source" or "free software" licenses ("Open Source Software") and may be owned by third parties. The Open Source Software is not subject to the terms and conditions of this EULA. Instead, each item of Open Source Software is licensed under the terms of the separate end user license that accompanies such Open Source Software, as provided by the third-party owner of the Open Source Software. Nothing in this EULA limits User's rights under, or grants User rights that supersede the terms and conditions of any applicable end-user license for the Open Source Software. If required by any license for any particular Open Source Software, iSpecimen makes such Open Source Software, and iSpecimen's modifications to that Open Source Software, available by written request to iSpecimen at the email or mailing address listed below.
- 5. For U.S. Government End Users.
The iSpecimen Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the iSpecimen Software is provided to U.S. Government End Users only as a commercial end item and with only those rights as are granted to all other customers pursuant to the terms and conditions herein.
- 6. Modifications.
iSpecimen may modify or amend this EULA at any time. User agrees that the acceptance of each such modification or amendment shall be a condition precedent for the continued license, access, and use of the iSpecimen Software. The license shall automatically terminate, without need for any notice, if the User fails to accept such modification or amendment when requested. iSpecimen reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the iSpecimen Software (or any part of it) with or without notice.
- 7. Term and Termination.
This EULA and the license granted hereunder are effective on the date User electronically accepts the terms of this EULA and will continue for as long as the User continues to use the iSpecimen software, unless this EULA is terminated under this Section. iSpecimen may terminate this EULA at any time for any reason. Upon termination of this EULA, the license granted hereunder will terminate and User must stop all use of the iSpecimen Software; however, the terms of Sections 3, 4, 5, 6, 7, 8, and 9 will survive any such termination.
- 8. Disclaimers.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ISPECIMEN SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND WITHOUT WARRANTY OF ANY KIND. ISPECIMEN HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ISPECIMEN SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. ISPECIMEN DOES NOT WARRANT THAT THE ISPECIMEN SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
- 9. Limitation of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL ISPECIMEN BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO USER'S USE OR INABILITY TO USE THE ISPECIMEN SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ISPECIMEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will iSpecimen's total liability for all damages exceed the amount of One Thousand US Dollars ($1000.00).
- 10. Export Compliance.
The iSpecimen Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. User agrees to strictly comply with all such laws and regulations and acknowledges that User has the responsibility to obtain authorization to export, re-export, or import the iSpecimen Software and related technology, as may be required. User will indemnify and hold iSpecimen harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including attorney's fees) arising from or relating to any breach by User of its obligations under this Section.
- 11. Governing Law.
This EULA will be governed, construed, and enforced according to the laws of the Commonwealth of Massachusetts without giving effect to any principles of conflicts of laws.
- 12. Compliance with Laws.
- 13. Entire EULA.
This EULA constitutes the sole and entire EULA between the parties and supersedes all previous EULAs or understandings relating to the subject matter of this EULA between the parties. This EULA will be binding upon and inure to the benefit of each of the parties, their respective heirs, successors, and permitted assigns.
- 14. Assignment.
Except as permitted under this EULA, any assignment or transfer of this EULA by the User is prohibited without the prior written consent of iSpecimen, and any attempted transfer or assignment without such consent will be void and without force or effect. The terms of this EULA will be binding on permitted successors in interest and assigns.
- 15. Notices.
All notices and other communications under this EULA will be in writing and addressed to iSpecimen as follows:iSpecimen, Inc.
450 Bedford Street
Lexington, MA 02420
Attn: General Counsel
All notices, requests, or instructions given under this EULA will be deemed given: (i) on the date of delivery, if hand delivered; (ii) on the date of receipt, if telecopied or sent by electronic means in PDF, or facsimile transmission; (iii) three (3) business days after the date of mailing, if mailed by registered or certified mail, return receipt requested, or first class mail, postage prepaid; and (iv) one (1) business day after the date of sending, if sent by recognized overnight courier.
- 16. Severability.
In the event that any provision contained in this EULA is held to be invalid or unenforceable, all other provisions of this EULA will be deemed severable and will remain enforceable to the full extent permitted by law.
- 17. Independent Relationship.
The parties agree that during the term of this EULA that neither this EULA nor the services to be rendered by either party will for any purpose whatsoever or in any way or manner create any employer-employee, joint venture, or partnership relationship between the parties. The personnel of one party will not be deemed to be the employees of the other party. Each party will be solely responsible for the payment of all compensation and benefits to its employees, agents, and contractors, as well as all Federal, state, and local income taxes and for all employment and disability insurance, Social Security, and other similar taxes with respect to any compensation provided by a party to its personnel under this EULA.
- 18. Waiver; Amendments.
No waiver, alteration, amendment, or modification of provisions contained in this EULA will be binding unless made in writing and signed by both parties. The waiver by any party of a breach of any provision of this EULA will not operate as a waiver of any subsequent breach. All rights and remedies in this EULA are cumulative and are in addition to, and not exclusive of, any other rights and remedies provided by law.
- 19. Force Majeure.
Except as otherwise provided herein, if the performance of this EULA or any obligation under this EULA (other than the making of payments) is prevented, restricted, or interfered with by reason of any event, act, or condition beyond the reasonable control of the affected party (including, but not limited to, fire, labor disturbance, endemic failures, or telecommunications disruptions of the World Wide Web or the Internet, telecommunication failures, denial of service attacks, acts of God, financing difficulties, or any similar cause beyond such party's reasonable control), the party so affected, upon written notice to the other party, will be excused from such performance to the extent of such prevention, restriction, or interference.