End User Terms and Conditions
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END USER TERMS & CONDITIONS

These are the End User Licenses and Terms and Conditions for Luminex Partners.

 

Label/Sticker Requirements

End User License Agreement (EULA) for use of Luminex Software

End User Terms & Conditions

Label/Sticker Requirements

 

Label/Sticker for Luminex Instrument:

 

By opening the packaging containing this unit of Luminex instrumentation or using this unit of Luminex Instrument in any manner, you are consenting and agreeing to be bound by the following terms and conditions and the terms and conditions set forth in the End User License Agreement for the Luminex software included with this unit. You are also agreeing that all such terms and conditions constitute a legally valid and binding contract that is enforceable against you. If you do not agree to all of such terms and conditions, you must promptly return this unit of Luminex instrumentation for a full refund prior to using it in any manner.

 

No rights or licenses under any of Luminex Corporation’s (“Luminex”) patents are granted by or shall be implied from the sale of this unit of Luminex Instrument or license of Luminex software to you, the purchaser, and you do not receive any right under Luminex’s patent rights by virtue of your purchase of Luminex Instrument or license of Luminex software. You agree that the Luminex Instrument and Luminex software are sold only for use with fluorescently labeled microsphere beads authorized by Luminex and you may obtain a royalty-free license under Luminex’s patents, if any, to use this unit of Luminex Instrument with fluorescently labeled microsphere beads authorized by Luminex by purchasing beads authorized by Luminex and registering this unit of Luminex Instrument with Luminex dealer, in accordance with the instructions accompanying the Luminex Instrument. You agree not to reverse engineer the Luminex Instrument or any such beads.

 

Label License/Sticker for Assay Product:

 

By opening the packaging containing this Assay Product (which contains fluorescently labeled microsphere beads authorized by Luminex Corporation) or using this Assay Product in any manner, you are consenting and agreeing to be bound by the following terms and conditions. You are also agreeing that the following terms and conditions constitute a legally valid and binding contract that is enforceable against you. If you do not agree to all of the terms and conditions set forth below, you must promptly return this Assay Product for a full refund prior to using it in any manner.

 

You, the customer, acquire the right under Luminex Corporation’s patent rights, if any, to use this Assay Product or any portion of this Assay Product, including without limitation the microsphere beads contained herein, only with Luminex Corporation’s fluorescent analytical test instrumentation marketed under the name Luminex Instrument.

 

License Agreement for Luminex Instrument Software:

 

By opening the packaging containing a unit of Luminex Instrument or using such unit in any manner, you are consenting and agreeing to be bound by the terms and conditions set forth in the following End User License Agreement (EULA). You are also agreeing that the EULA constitutes a legally valid and binding contract that is enforceable against you. If you do not agree to all of the terms and conditions in the EULA, you must promptly return the related unit of Luminex Instrument for a full refund prior to using it in any manner.

 

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END USER LICENSE AGREEMENT (EULA) FOR USE OF LUMINEX SOFTWARE

 

This Luminex End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity, also referred herein as “you”) the end-user and Luminex Corporation and its affiliates (collectively, “Luminex”) regarding the use of Luminex or third party software product provided to you by Luminex or its authorized reseller, which includes computer software, scripts, algorithms, and online or electronic documentation and may include associated media and printed materials (if any) (“SOFTWARE”). The terms also apply to any updates, supplements, web content or Internet-based services, such as remote access.

 

BY USING, INSTALLING, OR ACCESSING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE, INSTALL, AND/OR ACCESS THE SOFTWARE. INSTEAD, RETURN IT TO LUMINEX OR THE LUMINEX AUTHORIZED RESELLER FROM WHICH YOU PURCHASED OR OBTAINED THE SOFTWARE (IF APPLICABLE, FOR A REFUND OR CREDIT). IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS TO USE THE SOFTWARE AS SPECIFICALLY SET FORTH BELOW.

 

  1. OVERVIEW. The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold.

 

  1. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.

     

    1. Trial and Conversion. Some or all of the SOFTWARE may be licensed on a trial basis. Your rights to use trial SOFTWARE are limited to the trial period. The trial SOFTWARE and length of the trial period are set forth during the activation process or otherwise set forth in a written agreement between Luminex and you. The SOFTWARE may be used for evaluation purposes only during the trial period and not for any commercial use, including without limitation to any diagnostic use. You may have the option to convert your trial rights to perpetual rights. Conversion options will be presented to you at the expiration of your trial period.
    2. Activation. For certain SOFTWARE, you can activate the SOFTWARE by obtaining a license key provided by Luminex Technical Support at [email protected] or 1-877-785-2323 or 1-512-381-4397.
    3. Branding. You may only add additional branding or other graphics to SOFTWARE with Luminex’s express written consent. For certain SOFTWARE, Luminex may permit you to upload your logo onto the SOFTWARE pursuant to the instructions and terms provided by Luminex.
    4. Upgrades. You may only obtain updates or upgrades for the SOFTWARE from Luminex Technical Support at [email protected] or authorized resellers. For certain SOFTWARE, Luminex may permit downloading updates or upgrades from a Luminex authorized Website. For more information on obtaining updates from authorized resellers, see http://www.luminexcorp.com.
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  3. GRANT OF LICENSE. Subject to the terms and conditions of this EULA, Luminex hereby grants to you a nonexclusive, non-transferable, non-assignable license (without right to sublicense) under Luminex’s copyrights and trade secrets to use the SOFTWARE on a single instrument if the software is embedded in the instrument or on a single computer running with a single unit of a specific model of Luminex instrument, as such model is identified on the packaging included with the SOFTWARE. For certain SOFTWARE that is not integrated into a Luminex instrument and provided on a separate medium and/or does not require activation, you may make one (1) copy of the SOFTWARE for backup or archival purposes only. For some of such SOFTWARE, you may also install the SOFTWARE on up to two (2) additional computers for purposes of performing ancillary tasks (i.e. preparing templates/protocols, performing further analysis or re-running previous data), provided such computers are at a single location and are NOT connected with a Luminex instrument. In addition, you may purchase the right to use the SOFTWARE on additional computers, as agreed to in writing with Luminex or its authorized reseller, for purposes of performing ancillary tasks (i.e. preparing templates/protocols, performing further analysis or re-running previous data), provided such computers are at a single location and are NOT connected with a Luminex instrument. Although no rights or licenses under any of Luminex’s patents are granted by or shall be implied from the license of the SOFTWARE or the sale of a Luminex instrument to you, the purchaser, you may obtain a license under Luminex’s patents, if any, to use a Luminex instrument with microsphere beads or cassettes, as applicable, authorized by Luminex, or with kits developed, manufactured, and distributed by licensees authorized in writing by Luminex, by purchasing such beads, cassettes, or kits from Luminex or an authorized Luminex reseller or licensee.
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  5. RESTRICTIONS

     

    1. SOFTWARE must only be installed and operated on a single computer running with or in connection with a Luminex instrument, as set forth above.
    2. You may not use this SOFTWARE for any commercial purpose, including in the performance of testing services, unless expressly agreed to in writing by Luminex or as authorized in writing by Luminex through an authorized reseller of the SOFTWARE.
    3. You may only use the SOFTWARE with microspheres, cassettes or cartridges, as applicable, authorized by Luminex or with kits developed, manufactured and distributed by Luminex or by licensees authorized in writing by Luminex.
    4. You must maintain all proprietary notices on all copies of the SOFTWARE.
    5. You may not distribute copies of the SOFTWARE to third parties.
    6. You may not reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code from the SOFTWARE.
    7. You may not copy (other than one backup or archival copy), sell, distribute, sublicense, rent, lease, transfer or grant any rights in or to all or any portion of the SOFTWARE.
    8. You must comply with all applicable laws and regulations, including Food and Drug Administration requirements, regarding the use of the SOFTWARE.
    9. You may not modify or prepare derivative works of the SOFTWARE, including modifying any branding or graphics.
    10. You may not use the SOFTWARE in a computer-based service business, in the operation of a service bureau, or otherwise for the benefit of any third party, or publicly display visual output of the SOFTWARE.
    11. You may not transmit the SOFTWARE over a network, by telephone, or electronically by any means.
    12. You acknowledge your obligation to inform your employees, consultants, and associates who will be using the SOFTWARE, of Luminex’s labeling literature, warnings, instructions, notices, and other materials regarding proper use that Luminex has provided or may hereafter provide to you.

     

  6. TERM AND TERMINATION. Your rights under this EULA are effective until termination. You may terminate this EULA at any time by destroying the SOFTWARE, including all computer programs and documentation, and erasing any copies residing on your computer equipment if the software is not embedded in the instrument. Luminex may terminate this EULA upon thirty (30) days written notice to you. Your rights under this EULA automatically terminate without further action on the part of Luminex if you do not comply with any of the terms or conditions of this EULA. Upon any termination of this EULA, you agree to destroy the SOFTWARE and erase any copies residing on your computer equipment.
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  8. RIGHTS IN SOFTWARE. All rights and title in and to the SOFTWARE and any copies thereof are owned by Luminex or its suppliers. This EULA is not a sale and does not transfer to you any title or ownership interest in or to the SOFTWARE or any patent, copyright, trade secret, trade name, trademark or other intellectual property right therein. You shall not remove, alter, or obscure any proprietary notices contained on or within the SOFTWARE and shall reproduce such notices on any back-up copy of the SOFTWARE. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content.
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  10. EXPORT RESTRICTIONS. You agree that you will not export or re-export the SOFTWARE to any country, person, entity, or end-user subject to U.S.A. export restrictions or in a manner that is contrary to any local, provincial, state, national, international, and foreign laws or regulations applicable to you. You hereby warrant no state or federal agency has suspended, revoked, or denied your export privileges.
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  12. NO WARRANTY. THE SOFTWARE IS LICENSED “AS IS, WHERE IS.” ANY USE OF THE SOFTWARE IS AT YOUR OWN RISK WITHOUT WARRANTY OF ANY KIND. THE SOFTWARE IS PROVIDED FOR USE ONLY WITH LUMINEX PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUMINEX AND ITS SUPPLIERS DISCLAIM ALL CONDITIONS, TERMS, REPRESENTATIONS, AND WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY.
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  14. LIMITATION OF LIABILITY. IN NO EVENT SHALL LUMINEX, ITS AFFILIATES, LICENSORS, AUTHORIZED DISTRIBUTORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR THE RESULTS OF THE USE OF THE SOFTWARE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, AND EVEN IF LUMINEX, ITS AFFILIATES, LICENSORS, AUTHORIZED DISTRIBUTORS, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE “AS IS” AND LIMITATION ON LIABILITY PROVISIONS CONTAINED IN THIS AGREEMENT CONSTITUTE MATERIAL TERMS OF THE CONTRACTUAL BARGAIN BETWEEN THE PARTIES AND THAT NO LICENSE WOULD BE PROVIDED IN THE ABSENCE OF SUCH PROVISIONS.
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  16. YOUR REPRESENTATION AND INDEMNITY. You represent and warrant that you shall use the Software in accordance with the terms of this Agreement, and that any such use of the Software will not violate any law, regulation, judicial order or injunction. You agree to defend, indemnify and hold Luminex and its authorized resellers and licensors, and each of their respective officers, directors, employees, agents, successors and assigns harmless from and against any loss, damage, claim, cost, expense or other liability (including, without limitation, legal fees and amounts reasonably paid in settlement) suffered or incurred by Luminex as a result of any claim or cause of action by a third party arising out of, based upon or relating to: (i) your use of the SOFTWARE, (ii) your use of or reliance on any evaluation, analytic results or other data derived from the SOFTWARE, or (iii) any breach by you or any of your representatives of the terms of this Agreement.
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  18. MISCELLANEOUS. This EULA is governed by the laws of the State of Texas, U.S.A., without reference to conflicts of laws principles. You shall not assign or sublicense or otherwise transfer the rights or license granted hereunder, by agreement or by operation of law, without the prior written consent of Luminex, and all assignments in violation of this prohibition shall be null and void. This EULA is the complete and exclusive agreement of Luminex and you and supersedes all other communications, oral or written, relating to the subject matter hereof. No change to this EULA shall be valid unless in writing and signed by the party against whom enforcement is sought. The waiver or failure of Luminex or you to exercise in any respect any right or rights provided for herein shall not be deemed a waiver of any further right hereunder. If any provision of this EULA is held unenforceable, the remainder of this EULA will continue in full force and effect.

 

89-30000-00-419 Rev. E

 

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End User Terms & Conditions

 

These End User Terms and Conditions supersede the Standard Terms and Conditions of Use for Reagent Products, Standard Terms and Conditions of Use for Assay Products and Standard Terms and Conditions of Use for Instrument Products that may be included in the package inserts or manuals accompanying the Luminex products. By opening the packaging containing this assay, kit, cartridge or cassette (“Assay”), beads, sheath fluid or other reagents or accessories (“Reagents”) or Luminex instrument (“Instrument”), as applicable (Assays, Reagents and Instruments are collectively referenced as “Product(s)” herein) or by using such Product in any manner, you (the “End User” or “you”) are consenting and agreeing to be bound by the following terms and conditions. You are also agreeing that the following terms and conditions constitute a legally valid and binding contract that is enforceable against you. If you do not agree to all of the terms and conditions set forth below, you must promptly return the Product prior to using it in any manner.

 

  1. Product Use and Restrictions — End User agrees that (i) Luminex’s Products are intended for laboratory research and evaluation purposes only and End User will not use the Products for any diagnostic use and/or commercial applications or purposes, including without limitation performance of testing services, unless expressly agreed to in writing by Luminex; (ii) the Instruments are sold and licensed only for use with Reagents or Assays authorized by Luminex; (iii) the Reagents and Assays are sold and licensed only for use with Instruments; (iv) in order for End User to obtain the right under Luminex’s patents to use the Instrument, End User must purchase and use the Reagents or Assays on such Instrument; (v) End User will use the Reagents and Assays only once on a single use basis in order to maintain the quality of such Products and will not reuse such Products under any circumstance; (vi) for quality control purposes, End User will not use the Instruments with any beads, reagents or assays other than those authorized by Luminex; (vii) unless otherwise indicated in Product labeling, instructions or other Product documentation, the Products have not received approval from the federal Food and Drug Administration or other federal, state, or local regulatory agencies and have not been tested by Luminex for safety or efficacy in food, drug, medical device, cosmetic, commercial or any other use; (viii) End User will properly test and use any Products purchased from Luminex in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws, regulations, judicial orders and injunctions, now and hereinafter enacted; (ix) End User has the responsibility and hereby expressly assumes the risk to verify the hazards and to conduct any further research necessary to learn the hazards involved in using the Products; (x) End User also has the duty and sole responsibility to warn End User’s customers, employees, agents, assigns, officers, successors, and any auxiliary or third party personnel (such as freight handlers, etc.) of any and all risks involved in using or handling the Products; (xi) to comply with Product labeling and instructions, if any, furnished by Luminex relating to the use of the Products and not misuse the Products in any manner; (xii) End User will not reverse engineer, decompile, disassemble or modify the Products or create derivative works of the Software; (xiii) End User will not market, distribute, resell, rent, lease, loan or export the Products for any purpose; (xiv) Software licenses are not transferable; and (xv) End User will have no right to use any trademarks owned by or licensed to Luminex without the express written permission of Luminex.
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  3. End User’s Release and Indemnity — End User agrees to release, discharge, disclaim, and renounce any and all claims, demands, actions, causes of action, and/or suits in law or equity, now existing or hereafter arising, whether known or unknown, against Luminex, including its subsidiaries and affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively the “Released Parties”) with respect to the use of the Products or any deliverables provided with services. End User agrees to indemnify and hold harmless the Released Parties from and against any suits, losses, claims, demands, liabilities, costs, damages, actions, causes of action, and expenses (including without limitation attorney, accounting, expert witness, and consulting fees and court costs) that the Released Parties may sustain or incur arising from any claim against Luminex based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law or equity arising out of, directly or indirectly, (i) the use of the Products or deliverables provided with services, (ii) End User’s or its agents’, employees’, representatives’ or contractors’ negligence or willful misconduct or failure to perform its obligations contained herein, (iii) Product modifications Luminex did not make or approve in writing, and (iv) End User’s failure to acquire any additional third party rights. End User will notify Luminex in writing within fifteen (15) days of End User’s becoming aware of any accident or incident involving the Products or deliverables provided with services which results in personal injury or damage to property, and End User will fully cooperate with Luminex in the investigation and determination of the cause of such accident and will make available to Luminex all statements, reports, recordings, and tests made by End User or made available to End User by others. The furnishing of such information to Luminex and any investigation by Luminex of such information or incident report will not in any way constitute any assumption of any liability for such accident or incident by Luminex.
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  5. Intellectual Property — Luminex does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any United States or other patents covering the Product itself or the use thereof in combination with other products or in the operation of any process. End User acknowledges and agrees that (i) all intellectual property rights relating to or residing in Products and services or any portion thereof, as between Luminex and End User, are solely and exclusively owned by Luminex and (ii) End User receives no rights or licenses to Luminex intellectual property rights by virtue of End User’s purchase of the Products and/or services other than expressly set forth herein.

 

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