SOFTWARE EVALUATION LICENSE

Thank you for your interest in being granted a licence to the current version of the software known as the Dicer Simulator for simulation of Slice and Dice sorting with saved data files (the “Software”), which is made available by UniQuest Pty Limited ACN 010 529 898 (“UniQuest”). Before a licence to the Software can be granted to the person or entity wishing to be granted a licence as identified during the purchasing process (the “Licensee”), these terms and conditions will need to be agreed to by a person who has authority to bind the Licensee. These terms and conditions should be read carefully as they create important legal rights and obligations.

1. UniQuest grants a non-exclusive licence to the Licensee to use the object code version of the Software on a single computer for use by one person at a time for the Permitted Purpose. “Permitted Purpose” means the use of the Software in conjunction with electrostatic cell sorters. This licence is personal to the Licensee and must not be assigned, transferred or sub-licensed.

2. The term of this Software Evaluation License is 5 years.

The Licensee must not use or modify the software, other than as specifically permitted by this Agreement. Except to the extent permitted by this Agreement, the Licensee must not make copies of the Software or any documentation provided with the Software for third parties, nor permit others to do so. The Licensee must not rent, lease or hire out the Software. The Licensee must not decompile or disassemble the Software. The Licensee must not alter or amend the Software in any way without UniQuest’s prior written consent. This licence is personal to the Licensee and the Licensee must not transfer or assign this licence or grant any sub-licences.


3. Following acceptance of these terms, the Software can be downloaded. It is the Licensee’s responsibility to immediately notify UniQuest if it becomes aware of or suspects that there has been any unauthorised use of the Software.

4. The Licensee acknowledges that the intellectual property rights in the Software, including any modifications, updates or adaptions (regardless of whether the modifications, adaptations or updates were created by UniQuest, the University of Queensland or the Licensee), including copyright, vests with the University of Queensland.


5. If the Licensee is in breach of any term of this Agreement and does not rectify the breach within 7 days of UniQuest notifying the Licensee of the breach, UniQuest may terminate this Agreement by written notice to the Licensee. If the Licensee Is in breach of any obligation contained in this Agreement and that breach is incapable of being remedied, UniQuest may terminate this Agreement immediately by written notice to the Licensee. If UniQuest terminates this Agreement, the Licensee must return to UniQuest all copies of the software, and delete all electronic copies of the Software.

6. UniQuest is not obliged to provide any installation, training, advice, updates or support for the Software or to provide any enhancements, modifications, upgrades or new releases of the Software to the Licensee. The Licensee is solely responsible for its use, supervision, management and control of the Software and must ensure that its employees and contractors with access to the Software are fully aware of and comply with the terms of this Agreement. The Licensee must immediately notify UniQuest if it discovers any errors or omissions in the Software.

7. To the full extent permitted by law, except as otherwise expressly set out in this Agreement, UniQuest makes no warranties or representations in relation to the Software. The Licensee acknowledges that it accesses the Software and uses the Software at its own risk. The Licensee acknowledges that UniQuest has not made and does not make any warranty or representation whatsoever as to (a) any attributes or characteristics of the software; (b) whether the Software will perform (i) any purpose or use or any particular purpose or particular use; or (ii) any particular functionality; (c) the merchantable quality of the Software; (d) whether or not the Software or any part of the Software does not infringe any third party’s intellectual property rights; and (e) whether or not the Software (i) will be error free; (ii) will be free of viruses, faults, defects or deficiencies; or (iii) will be useable without interruption, and in all such respects, the Licensee warrants that in entering into this Agreement it relies upon its own due diligence, skill and judgement.


8. The Licensee indemnifies and shall continue to indemnify the University of Queensland (the owner of the Software), UniQuest (the authorised licensee of the Software), their officers, employees, sub-contractors and agents (“Those Indemnified”) from and against all actions, claims, proceedings or demands (including those brought by third parties) and all loss, death, injury, illness or damage (whether personal or property, and whether special, direct, indirect or consequential, including consequential financial loss, loss of profits, damage to reputation or goodwill, business interruption, loss of data and loss of opportunity, and any liability to pay legal costs and expenses on a solicitor/own client basis) which may be brought against or suffered by Those Indemnified, whether on their own or jointly, arising out of or in connection with the Licensee’s use of the Software or breach of this Agreement. The obligation to indemnify Those Indemnified is a continuing obligation separate and independent of other obligations, and shall survive the expiration or termination of this Agreement.


9. To the full extent permitted by law, in no event will UniQuest be liable to the Licensee for any special, incidental or indirect damages, economic consequential damages, loss of profits, loss of business, loss of revenue, loss of goodwill or loss of anticipated savings. Subject to clause 13, UniQuest’s entire liability under this Agreement, regardless of the basis on which the other party is entitled to claim damages (including fundamental breach, breach of warranty, negligence, misrepresentation or other contract or tort claim), will be limited in the aggregate for all claims and causes of action to actual direct damages not exceeding an amount equal to the fee paid pursuant to this Agreement. If practicable, and at UniQuest’s election, UniQuest may elect to modify the Software or obtain a license from a third party to permit continued usage by the Licensee, rather than paying to the Licensee its actual direct damages limited pursuant to this clause.


10. Where legislation implies in this Agreement any condition or warranty, and that legislation prohibits in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in this Agreement. The liability of UniQuest for any breach of any such condition or warranty shall be limited to the replacement of the Software or as otherwise permitted in the legislation.


11. The Licensee must attribute the University of Queensland as the owner of the Software. The Licensee must retain upon the Software all notices that call attention to the University of Queensland’s ownership of copyright subsisting in the Software and must not delete, alter or obliterate any such notice. The Licensee must ensure that copies of the Software made by the Licensee bear the same copyright notice.

12. The relationship between the parties is that of licensor and licensee. Neither party may, without the prior written consent of the other, act as or represent that it is the agent or representative of the other.

13. The parties acknowledge that solely in relation to the subject matter of this Agreement the whole of the agreement between the parties is contained in this Agreement. This licence will be governed by the laws of Queensland. No variation to this Agreement shall be binding upon the parties unless that variation is in writing, and is signed by all the parties to this Agreement. UniQuest may assign this Agreement without the need to obtain the Licensee’s prior written consent.

14. If it is held by a court that:
(a) any part of this Agreement is or would be void, voidable, illegal or unenforceable; or
(b) the application of any part of this Agreement to any person or circumstances shall be or become invalid or unenforceable,
unless any part of this Agreement were severed from this Agreement, that part shall be severable and shall not affect the continued operation of the remaining terms of this Agreement.
BY SUBMITTING YOUR APPLICATION THROUGH THE CHECKOUT, YOU ARE INDICATING YOU HAVE READ, ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS. IF THE LICENSEE DOES NOT WISH TO AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT COMPLETE THE ORDER.
IF YOU AS THE INDIVIDUAL WHO IS RESPONSIBLE FOR CHOOSING WHETHER OR NOT TO ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF THE LICENSEE DO NOT HAVE THE AUTHORITY TO BIND THE LICENSEE TO THIS AGREEMENT, THEN YOU SHOULD NOT ACCEPT THESE TERMS AND CONDITIONS, PROCEED WITH THE ACCESS PROCESS OR COPY OR USE THE SOFTWARE.