IMPORTANT: Please read the terms and conditions of product application set out below carefully prior to download, installation, copy or use. THROUGH DOWNLOADING, INSTALLING, COPYING OR USING THE SOFTWARE YOU ARE EXPRESSING YOUR CONSENT TO THESE TERMS AND CONDITIONS.

 

THIS IS AN AGREEMENT ON LICENSEE RIGHTS AND NOT AN AGREEMENT FOR SALE.

 

END-USER LICENSE AGREEMENT

 

 

BETWEEN:

[COMPANY NAME], a corporation established under the laws of [COUNTRY], whose registered office is at [ADDRESS]

 

(hereinafter referred to as “Licensee” or “End user”)

 

AND:

MGI INTERNATIONAL SALES CO., LTD., with registered offices at Flat/Rm A, 26/F Kings Wing Plaza 2, No. 1 on Kwan Street, Sha Tin, N.T Hong Kong

 

(hereinafter referred to as “MGI”)

 

 

RECITALS

 

WHEREAS, MGI manufactures and sells certain next-generation sequencing equipment and operates an online application marketplace;

WHEREAS, MGI is authorized to sublicense [Name of the software application] developed by [XXX Company] (“Company”) for [study of bioinformatics and related analyses] (“Software”);

WHEREAS, Licensee desires to obtain sublicense of Software from MGI, and MGI desires to grant a sublicense to Licensee.

 

NOW, THEREFORE, the parties agree to the following:

 

1.      License

 

1.1  License Fee and Rights.

 

1.1.1   Licensee shall pay the license fee and comply with all the terms and conditions stipulated herein. The license fee for Software is [XXX] per year.

 

1.1.2   All fees are due prior to downloading the Software of this License Agreement; fees for all additional accounts ordered are due and payable prior to activation of such accounts in accordance with Company’s policy.

 

1.1.3   The Licensee will be invoiced 30 days after the payment is made.

 

1.2  MGI shall grant Licensee the following rights (“the License”):

 

1.2.1        Licensee shall have the non-exclusive, non-transferable right to install Software on the hard disk of a computer and to implement, store and display the Software.

 

1.2.2        The License shall terminate automatically at the end of the period for which granted. If Licensee fails to comply with any of the provisions of this agreement, MGI shall be entitled to withdraw from the agreement, without prejudice to any entitlement or legal remedy open to MGI in such eventualities. In the event of cancellation of the License, Licensee must immediately delete, destroy or return at Licensee’s own cost, the Software and all backup copies to Software.

 

1.3  Restrictions to Rights. Licensee may not copy, distribute, extract components or make derivative works of the Software. When using the Software Licensee is required to comply with the following restrictions:

 

1.3.1        Licensee may make one copy of the Software on a permanent storage medium as an archival back-up copy, provided that the archival back-up copy is not installed or used on any computer. Any other copies Licensee makes of the Software shall constitute breach of this agreement.

 

1.3.2        Licensee may not use, modify, translate or reproduce Software or transfer rights to use the Software or copies of the Software in any manner other than as provided for in this agreement.

 

1.3.3        Licensee may not sell, sub-license, lease or rent or borrow the Software or use the Software for the provision of commercial services.

 

1.3.4        Licensee may not reverse engineer, reverse compile or disassemble the Software or otherwise attempt to discover the source code of the Software, except to the extent that this restriction is expressly prohibited by law.

 

1.3.5        Licensee agree that Licensee will only use Software in a manner that complies with all applicable laws in the jurisdiction in which Licensee uses the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

 

2.      Copyright

 

2.1  The Software and all rights, without limitation including proprietary rights and intellectual property rights thereto are owned by Company, its licensors, and MGI. They are protected by international treaty provisions and by all other applicable national laws of the country in which the Software is being used. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Company, its licensors and MGI.

 

2.2  Licensee must not copy the Software, except as set forth in this agreement. Any copies which Licensee are permitted to make pursuant to this agreement must contain the same copyright and other proprietary notices that appear on the Software. If Licensee reverse engineer, reverse compile, disassemble or otherwise attempt to discover the source code of the Software, in breach of the provisions of this Agreement, any information thereby obtained shall automatically and irrevocably be deemed to be transferred to and owned by Company, its licensors, and MGI in full, from the moment such information comes into being, notwithstanding MGI’s and Company’s rights in relation to breach of this agreement.

 

2.3  Nothing contained in this License Agreement confers any right to use in advertising, publicity, or other promotional activities any name, tradename, trademark, or other designation of MGI or Company.

 

3.      Reservation of rights

 

3.1  MGI hereby reserves all rights to the Software, with the exception of rights expressly granted under the terms of this agreement to Licensee.

 

4.      Commencement and Termination of the Agreement

 

4.1  This Agreement is effective from the date Licensee agrees to the terms of this agreement. Licensee may terminate this agreement at any time by permanently uninstalling, destroying and returning, at its own costs, the Software, all back-up copies and all related materials provided by MGI, Company or their business partners. Irrespective of the manner of termination of this Agreement, the provisions of Articles 2, 3, 4, 6 and 9 shall continue to apply for an unlimited time.

 

4.2  Licensee may terminate the use of Software and request a full refund during the Trial Period. Trial Period means 8 calendar days from the date Licensee agrees to the terms of this agreement.

 

5.      Licensee Declarations

 

5.1  LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NEITHER MGI OR ITS AFFILIATES NOR THE COMPANY (COPYRIGHT HOLDERS) MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD-PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY MGI OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE ITS INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT.

 

5.2  LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MGI, ITS EMPLOYEES OR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, OR LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR OTHER THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THE PROVIDER OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY OF MGI, ITS EMPLOYEES OR LICENSORS OR AFFILIATES SHALL BE LIMITED TO THE SUM THAT LICENSEE PAID FOR THE LICENSE.

 

6.      Disclaimer and Data Security and Privacy Protection

 

6.1  Personal Information. Licensee acknowledges that MGI does not receive, collect, obtain or process Licensee’s personal information during Licensee’s use of Software. Licensee agrees that MGI is not liable for losses and damages caused by Company or any third party’s misuse of personal information or data collected from Licensee. Licensee authorizes MGI to transfer, process and store data enabling MGI to identify Licensee. Following conclusion of this agreement, MGI or any of its business partners may transfer, process and store essential data identifying Licensee, for billing purposes and performance of this agreement.

 

 

6.2  Confidentiality.

“Confidential Information” means (i) the Software; (ii) the technology, ideas, know how, documentation, processes, algorithms and trade secrets embodied in the Software; and (iii) any other information, whether disclosed orally, visually or in written or digital media, that is identified as “confidential,” “proprietary,” or similarly at the time of such disclosure.

Neither party shall use or disclose the other’s Confidential Information except as expressly authorized by this Agreement, and shall protect all such Confidential Information using the same degree of care that such party uses with respect to its own proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. Each party’s obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement. Each party shall take prompt and appropriate action to prevent or remedy any unauthorized use or disclosure of the Confidential Information.

 

6.3  Payment Processing. Licensee acknowledges that the payment processing service provided to Licensee is provided by a third-party payment processing service provider. Licensee agrees that MGI is not liable for losses and damages related to provision of payment processing service by the third-party provider.

 

6.4  Data Security and Privacy Protection

      Each party shall be committed to protect and maintain data security and privacy protection. Please review MGI related Product(s) Privacy Policy at [                    ].

   Detailed technical, organizational and compliance measures to ensure Data Security and Privacy Protection could also be reached at User Manual and Technology Manual of Products.

 

7.  Training and Support

7.1            MGI is not responsible for any support or operational services. Licensee acknowledges and agrees that Company will provide the initial training services and support.

 

7.2            Training. Licensee acknowledges that MGI is not obligated to provide training to Licensee. Company may, in accordance with its policy, provide employees of Licensee with the initial training services necessary and desirable to operate the Software.

 

7.3            Initial Support. Licensee acknowledges that MGI is not obligated to provide support to Licensee. For the [12] month period beginning on the date Licensee agrees to the terms and conditions under this agreement, at Company’s own expense, Company may, in accordance with its policy, provide Licensee with telephone or electronic support during Company’s normal business hours in order to help Licensee locate and correct problems with the Software and with internet-based support system generally available seven days a week, twenty-four hours a day. 

 

8.  Updates and Maintenance Services

 

8.1            Updates. Licensee acknowledges that MGI is not obligated to provide updates to Licensee. Company may provide Licensee, at Company’s sole expense, with all updates, extensions, enhancement, modifications, and other changes Company makes or adds to the Software and which Company offers to other licensees and sublicensees of Software.

 

8.2            Fixes and Patches. Licensee acknowledges that MGI is not obligated to provide fixes and patches to Licensee. Company may provide Licensee, at Company’s sole expense, with bug fixes and code corrections to correct Software malfunctions and defects in order to bring the Software into substantial conformity with its operating specifications.

 

9.  Miscellaneous

 

9.1            Severability. If any provision of this agreement is held invalid or unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this agreement will continue in full force and effect. The failure of either party to exercise any right granted herein or to require any performance of any term of this agreement or the waiver by either party of any breach of this agreement shall not prevent a subsequent exercise or enforcement of, or be deemed a waiver of any subsequent breach of the same or any other term of this agreement. Nothing in this agreement shall constitute or create a joint venture, partnership, or any other party hereunder except as expressly stated in this Agreement

 

9.2            Assignment. With the exception of any transfer to an affiliate of MGI; MGI shall not assign or transfer this agreement or any rights or obligations under this agreement, whether voluntary by operation of law or otherwise, without the prior written consent of Licensee; provided, however, that no consent shall be required for any assignment in connection with any merger, acquisition or the sale required for any assignment in connection with any merger, acquisition or the sale of all or substantially all of the stock or assets of MGI to a party that agrees in writing to be bound by the terms and conditions of this agreement. Licensee shall not assign or transfer this agreement to any party other than a successor by way of merger, acquisition or sale of all or substantially all of its stock or assets. Any assignment or transfer of this Agreement made in contravention of the terms hereof shall be null and void. Subject to the foregoing, this agreement shall be binding on and inure to the benefit of the parties’ respective successors and permitted assigns.

 

9.3            Governing Law and Dispute Resolution. This agreement shall be governed by and construed in accordance with the laws of Hong Kong without giving effect to its rules on conflicts of law. Any dispute arising from or in connection with this agreement shall be submitted to Hong Kong International Arbitration Centre for arbitration in accordance with its arbitration rules in force at the time of application for arbitration. The arbitration shall proceed in Hong Kong. The arbitral award is final and binding upon both Parties. The arbitration shall be conducted in English.

 

9.4            Force Majeure. MGI shall not be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its responsible control, including but not limited to acts of God, fire, flood, tornado, earthquake, hurricane, lighting, government actions, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, epidemic, or Licensee’s fault or negligence. In the event of any such delay the delivery date shall be deferred for a period equal to the time lost by reason of the delay.

 

9.5            Entire Agreement. This agreement represents the entire agreement between the parties regarding the subject matter hereof and supersedes all prior discussions, communications, agreements, and understandings of any kind and nature between the parties. No amendment to this agreement or waiver of any right, condition, or breach will be effective unless in writing and signed by both parties.

 

9.6            Notices.

 

9.6.1    Any notice to be given under this Agreement shall be in writing and shall be served by delivering it personally or sending it by registered or certified mail, commercial express courier or international courier package.  Any such notice shall be deemed to have been received:

 

(a) if delivered personally, at the time of delivery;

(b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or ten (10) days for international mall); or

(c) one (1) day after deposit with a commercial express courier specifying next day delivery or, for international courier packages, two (2) days after deposit with a commercial express courier specifying 2-day delivery, with written verification of receipt.

 

9.6.2    The addresses and contact of the Parties for the purposes of Clause 22.9.1 are:

 

MGI

Address: XXX

Attention to: XXX

Email address: XXX

 

Licensee

Address: XXX

Attention to: XXX

Email address: XXX

 

 

 

 

 

 

 

AS WITNESS the Parties hereto have caused this Agreement to be executed the day and year first above written.

 

For and on behalf of MGI

 

 

___________________________

Name:

Title:

 

 

For and on behalf of Licensee

 

 

___________________________

Name:

Title:

 

 

 

 

档铺网——在线文档免费处理