MBF Bioscience - MicroBrightField, Inc. Biolucida® Viewer - End User License Agreement (EULA) By clicking the acceptance button to download, or installing or otherwise using the Biolucida Viewer software, (i) you and the entity you represent (LICENSEE) are consenting to be bound by and become a party to this agreement, and (ii) you represent and warrant that you have the authority to cause such entity to enter into this agreement and to become bound by this agreement. If LICENSEE does not agree to all of the terms of this agreement, you must click the button that indicates LICENSEE does not accept the terms and/or do not open the package or download or install the software. If LICENSEE does not agree to all of the terms of this agreement, delete the software and any associated documentation or return them to MBF Bioscience at the address noted below. LICENSE AGREEMENT. This Agreement sets forth the terms and conditions of LICENSEE's use of the MBF Bioscience software product identified above, which includes computer software and associated media, printed materials, and on-line or electronic documentation (SOFTWARE). 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. For the purposes of this agreement, MBF Bioscience, 185 Allen Brook Lane, Suite 101, Williston, Vermont 05495 is the LICENSOR. 1. LICENSE GRANT. Subject to software activation through the MBF Bioscience license server and the terms and conditions of this agreement, LICENSOR grants to LICENSEE a non-exclusive, personal, non-transferable, and non-assignable license to use the SOFTWARE and accompanying documentation in the manner described in Section 3 entitled "Scope of Grant." 2. DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED .AS-IS.. YOU BEAR THE RISK OF USING IT. MBF BIOSCIENCE GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, MBF BIOSCIENCE EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 3. SCOPE OF LICENSE GRANT LICENSEE may: * run a single copy of the SOFTWARE on a single computer; * run multiple copies of the SOFTWARE on a single computer provided that a separate license has been acquired for each copy. * make a single copy of the SOFTWARE for archival purposes, provided the copy contains all of the original SOFTWARE'S proprietary notices. LICENSEE may not: * permit or allow anyone other than its employees and authorized agents, consultants and, in the case of academic institutions, students, to use the SOFTWARE; * modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the SOFTWARE; * copy the SOFTWARE other than as specified above; * rent, lease, grant a security interest in, or otherwise transfer rights to the SOFTWARE to any third party; or * remove any proprietary notices or labels on the SOFTWARE. 4. TITLE. Title, ownership rights, and intellectual property rights in the SOFTWARE shall remain in LICENSOR. The SOFTWARE is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the SOFTWARE is the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives LICENSEE no rights to such content. 5. SEPARATION OF COMPONENTS. The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one computer. 6. INDEMNIFICATION. LICENSEE will defend, indemnify, and hold harmless LICENSOR and its licensors, together with their respective officers, employees and agents, against and from any and all liability, claims, suits, judgments, damages or costs (including reasonable attorneys fees and expenses) arising out of the use of the SOFTWARE by LICENSEE except to the extent caused by the gross negligence or willful misconduct of LICENSOR. This indemnification will survive termination of this agreement. 7. TERMINATION. This license is effective until terminated. This Agreement and the license granted hereunder will terminate upon written or electronic notice to LICENSEE if LICENSEE fails to comply with any applicable terms of this Agreement. Upon termination, LICENSEE agrees to destroy all copies of the SOFTWARE and associated documentation. 8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE, LICENSEE'S CUSTOMERS OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH LICENSEE's USE OF OR THE PERFORMANCE OF THIS PRODUCT. IN NO EVENT WILL LICENSOR OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED FROM LICENSEE FOR A LICENSE TO THE SOFTWARE, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, OR FOR ANY CLAIM BY ANY THIRD PARTY. LICENSEE ASSUMES RESPONSBILITY FOR THE SELECTION OF THE SOFTWARE AND FOR THE USE OF AND RESULTS OBTAINED FROM THE SOFTWARE. LICENSEE AGREES THAT MBF BIOSCIENCE SHALL NOT BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, ARISING FROM LICENSEE'S USE OF THE SOFTWARE. THE PARTIES AGREE TO THE LIABILITY RISK ALLOCATION SET FORTH IN THIS AGREEMENT AND TO CHANGE IT WOULD AFFECT THE ECONOMIC BARGAIN EXPRESSED HEREIN. 9. U.S. GOVERNMENT END USERS. The covered SOFTWARE is a "commercial item" as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "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), all U.S. Government End Users acquire covered SOFTWARE with only those rights set forth herein. 10. MISCELLANEOUS. This Agreement represents the complete agreement between the parties concerning the license granted hereunder and may be amended only with the express written consent of both parties. The acceptance of any purchase order placed by LICENSEE is expressly made conditional on LICENSEE'S assent to the terms set forth herein, and not those in LICENSEE'S purchase order. This Agreement shall be governed by the laws of the State of Vermont, without regard to its conflicts of law principles. All disputes arising under this agreement shall be resolved exclusively by the courts of the State of Vermont, including the U.S. District Courts in Vermont, and the parties all consent to the exclusive jurisdiction of such courts and hereby waive any jurisdictional or venue defenses available to them. No waiver of any of the provisions of this agreement shall be effective unless made in writing and signed by each party hereto. If any provision of this Agreement is declared invalid or unenforceable, the remaining provision shall nevertheless remain in effect.