IMPORTANT – PLEASE READ CAREFULLY: THIS LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AS AN INDIVIDUAL OR AN ENTITY) (“YOU”) AND BIOTURING, INC. (BIOTURING) FOR THE SOFTWARE AND DATA CREATED, MODIFIED, STORED AND PROVIDED BY BIOTURING, AND ANY UPDATES OR ERROR CORRECTIONS BY BIOTURING, AND ITS ONLINE OR ELECTRONIC DOCUMENTATION (“SOFTWARE”). BY CHECKING “I AGREE TO BIOTURING’S LICENSE AGREEMENT” DURING THE ACTIVATION PROCESS OR BY INSTALLING, ACCESSING, OR OTHERWISE USING ALL OR ANY PORTION OF THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. BIOTURING WILL ONLY ALLOW YOU TO INSTALL, ACCESS, OR OTHERWISE USE THE SOFTWARE IF YOU AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL THAT REPRESENTS AN ENTITY, YOU MUST BE LEGALLY AUTHORIZED TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT OR DO NOT HAVE SUCH LEGAL AUTHORIZATION, THEN DO NOT INSTALL, ACCESS OR OTHERWISE USE THE SOFTWARE.
“Computer” means a virtual or physical device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions, including without limitation desktop computers, laptops, tablets, mobile devices, Internet-connected devices, and hardware products capable of operating a wide variety of productivity, entertainment, or other software applications.“Computer” means a virtual or physical device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions, including without limitation desktop computers, laptops, tablets, mobile devices, Internet-connected devices, and hardware products capable of operating a wide variety of productivity, entertainment, or other software applications.
“License Fee” means the fee charged for the Software License.
“Update” means any official update or error correction or revision provided by BioTuring to the Software that may contain new features, functions, or enhancement.
“Add-on” means any component or package with specific features that can be added to the Software and cannot be operated independently outside the Software.
- Under the terms and conditions of this Agreement, the License granted to you is non-exclusive, non-assignable, non-transferable, non-sublicensable, limited, and revocable. You are liable to strictly comply with the term of the License that you purchased or are granted by BioTuring.
- Your access to each part of the Software is strictly subject to the terms and types of the License you are granted. The terms and types of the License can determine how many and what published datasets you can access, as well as what analytical functions you can perform in the Software. The terms and types of the License also define time limit of your access and the Licensing Fee. Any action or attempt to disable, interrupt or otherwise modify BioTuring’s system in order to extend or modify the License’s terms and types without BioTuring’s authorization is deemed to be a breach of this Agreement and is strictly prohibited. In the event of such breach, BioTuring can terminate your License without your consent.
PUBLIC DATA PROTECTION
- If you are granted a License to access published datasets available in the Software, you must use the Software to open, visualize, analyze the downloaded published datasets.
- Published datasets, once being exported from the Software, must not be transferred or imported into other programs, used for training, or used outside of the Software by any means and any form without BioTuring’s consent. You may need to enter other agreements with BioTuring on the use of published datasets outside of the Software.
If you receive an official Update of the Software from BioTuring, you should ensure that you have backed up all your data prior to installing the Update. You hereby agree that BioTuring shall not be liable for any change, incompatibility or loss of your data arising from, or in connection with, the Update.
You hereby agree that BioTuring verifies your Trial License and License each time you open the Software. In this verification process, the Software will send the information about the Trial License, License, and the Computer to BioTuring. This information includes the remaining time of your Trial or Software License, the version of the Software, and the hardware configuration of the Computer. By installing, accessing or otherwise using the Software, you agree to the transmission of such information. Any action or attempt to disable, interrupt, bypass, circumvent, spoof or otherwise modify this transmission is forbidden.
For the enforcement of BioTuring’s rights under this Agreement and applicable law, BioTuring or BioTuring’s authorized representative(s) shall have the right to inspect and audit your use of the Software, at your facilities or electronically, with or without prior written notice, to investigate any reported or apparent violation of this Agreement, or to verify that you are legally authorized by BioTuring to install, access or otherwise use the software and in compliance with the Agreement. If such inspection(s) or audit(s) prove your violation of the Agreement, then you must pay all the unpaid license fees and any reasonable costs of the inspection(s), and the license for the Software shall terminate, and the software shall cease to function on your computer(s). BioTuring or BioTuring’s representative(s) shall have the right to use and disclose the information obtained during the inspection or audit for the enforcement of BioTuring’s right under this Agreement and applicable law, or when such uses and disclosures are required by a court of competent jurisdiction. Nothing in this Section, or nothing in this Agreement, shall be deemed to limit any remedies that BioTuring can implement if any violation of this Agreement occurs.
The Software is copyrighted and is licensed to you, not sold. BioTuring and its licensor(s) own the Title to the Software and all other rights that are not expressly granted to you under this Agreement at all times. You must strictly comply with the copyright law and all other applicable laws of the United States and all other applicable jurisdictions including, but not limited to, export control laws. All the following actions are expressly prohibited:
- You must not (or must not allow or authorize any third party to) reproduce or modify the Software in any form or by any means, or reverse assemble, reverse engineer, or decompile the Software, except to the extent applicable laws specifically prohibit such restriction.
- You must not (or must not allow or authorize any third party to) sublicense, rent, lease, loan, lend, sell, distribute the Software or any portion of the Software in modified or unmodified form without BioTuring’s authorization.
- You must not translate, adapt, arrange or create derivative works based on the Software in any manner, and you must not exploit the Software in any unauthorized way whatsoever.
- You must not copy or otherwise replicate the Software for any purposes other than that required for reasonable memory backup or data stripping.
- You must not remove, destroy, erase, alter, exploit or otherwise modify BioTuring’s or the Software’s logo(s) or any copyright or other proprietary notices from the Software or the user documentation without BioTuring’s authorization whatsoever.
Notwithstanding any other provision of this Agreement, BioTuring shall have the right to change, suspend, remove, limit or disable access to the Software or any portion of the Software at any time, with or without prior notice. Under no circumstances will BioTuring be liable for such change, suspension, removal, limit or disabling of access to the Software, or any portion of the Software.
DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY. THIS SOFTWARE AND THE USER DOCUMENTATION ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
“Confidential Information” shall mean all confidential and proprietary information, including but not limited to, all information, procedures, developments, results, data, know-how, marketing strategies, protocols, clinical reports, investigator brochures, conclusions, technologies and inventions that you disclose to BioTuring or BioTuring discloses to you, directly or indirectly in verbal form, written form, or through observation.
Both Parties (BioTuring and you) agree not to use Confidential Information for any purpose other than to support bug fixing, software improvements, feature implementations, or software demonstration and training to your organization, or to support any partnership projects (if any) with your organization (collectively “the Purposes”).
Both parties agree not to disclose Confidential Information, other than to the parties’ employees, Affiliates, advisors, officers and directors (collectively, “Representatives”) who have a need to know such information for the Purposes and agree to be responsible for any breach of its obligations under this Agreement by any of its Representatives.
- Any attempt or action in order to reduce the number of licenses that you need or are required to purchase is strictly prohibited, including but not limited to the use of multiplexing or pooling (hardware or software to pool connections, reroute information, or reduce the number of devices or users that directly access or use the Software).
- THE SOFTWARE IS DESIGNED FOR ANALYTIC AND RESEARCH PURPOSES ONLY. AS SUCH WE INSIST THAT YOU USE THE SOFTWARE IN CONJUNCTION WITH ADDITIONAL METHODS, CHECKS AND EXPERTS’ GUIDANCE, BEFORE RELYING ON THE SOFTWARE FOR ANY SORT OF DIAGNOSTIC OR CLINICAL PURPOSES.
- The export of the Software must not violate the export control laws of the United States of America and may be subject to other countries’ export or import laws and regulations. You hereby agree to comply strictly with all such regulations and acknowledge that you are liable to obtain licenses to export, re-export, or import Software.
- If any provision, or any portion of a provision, is found void or unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining portion of such provision and all other provisions remaining elsewhere herein shall remain in full force and effect and shall not be affected by such invalidity or unenforceability.
- This agreement constitutes the complete and exclusive statement of your agreement with BioTuring with respect to the Software and supersedes all prior or contemporaneous agreements and understandings, including but not limited to all terms and conditions contained in any purchase order, order acknowledgment form, invoice, advertisement, catalog or other publication or statement.
- You hereby agree that BioTuring has the rights to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions (“Additional Terms”) with respect to the Software. Such Additional Terms will be incorporated into this Agreement and shall take effect immediately thereafter. Your continued use of the Software following will be deemed to constitute your acceptance of any and all such Additional Terms.
- No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.
Upon any acquisition of the Software by or on behalf of the United States Government, the Software shall be provided to the Government or the Government’s contractor(s) or subcontractor(s) only as a Commercial item and with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
This Agreement shall be governed and construed with the laws of the State of California, U.S.A, excluding its conflicts of law rules, and of the United States of America. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.
The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.
- BioTuring does not collect any of the data that you import to, process, analyze, or export by our Software (for example the datasets and statistical results) unless you have a specific agreement with BioTuring to use the server(s) under BioTuring’s control. We also do not collect information about the graphs unless you choose to share it by using the in-app sharing function (if implemented). To improve your experience, we only record anonymized usage data which you can turn off anytime.
- If you share a graph using the in-app sharing function (if implemented), the Software will upload your graph to BioTuring and provide, only you, a URL in return. Anyone, including you, can access the graph with this URL so it is up to you to control access. BioTuring does not collect any data other than those used to visualize the graph and will never use the information for other purposes without your permission. You can delete a shared graph at any time. Otherwise, we will keep shared graphs as long as there is no valid authorized action.
- BioTuring protects your information with Secure Sockets Layer (SSL) technology, to keep it from being stolen or exploited by a third party when you enter it. We highly recommend double-checking your security before uploading or submitting your data, by checking the URL and the annotation next to it. You are accessing a secure server if the URL contains “https”, and there is a closed lock (or an unbroken key) icon to the left of it.
- Under no circumstances does BioTuring collect your credit card information. Your payment is processed and secured by Stripe, a third-party online payment platform. We chose them in part because they also claim not to retain your credit card information. Please refer to Stripe’s security clause [here].
- For your security, if you contact support, please do not provide sensitive information (for example a credit card number) or send any personally identifying data (for example patient records). We will never ask for such information and will not accept any responsibility or liability for damages arising from the misuse or loss of data or information submitted to us directly through the site or by email.
- The Software automatically verifies your license every time you launch it. This license verification process sends the information of your device to BioTuring to check the validity of your license. Collected information is clearly listed in the Verification term herein. If you are not connected to the internet the software should function normally (minus the features that require a connection).
- BioTuring will notify you about any updates of the Software, terms, and its policy through the email address that you provided us during the registration. You can change the email address or unsubscribe from this mailing list at any time. In such cases, please send an email to (email@example.com).
- We always strive to keep your information secure with organizational, technical and administrative measures. However, no data transmission or storage system is guaranteed to be 100% secure. Therefore, if you have a specific agreement to use BioTuring server(s), we ask that no data be sent that could be used to identify any individuals or groups. Also we cannot be held responsible for any damages resulting from your data being corrupted, “hacked”, stolen or improperly distributed while being stored, processed, or transmitted to, from or amongst our servers. For this reason we also ask that, if possible only public non-sensitive data be sent/stored with frequent backups by the user of both the original data and any subsequent analysis or work products.
- If you believe that your interaction with the Software or BioTuring is no longer secure, please (contact us) immediately.