Contact
Software for Life Sciences BV
T +31-653-246-095
T +31-651-603-963
VAT / BTW NL821809878B01
Bizner bank 3782 05 374
IBAN NL49 RABO 0378 2053 74
Chamber of Commerce 34375050 Amsterdam
PO Box 48
2333 AA Leiden
The Netherlands
LabScores uses TeamViewer for desktop support and YouSendIt secure dropbox for file transfer.
GENERAL TERMS AND CONDITIONS
Software For Life Sciences B.V. (SFLS)
1. Licensed Products
Licensee may order software products (in each case, a "Licensed Product") from SFLS' then current list of available Licensed Products to be used according to the terms and subject to the conditions set forth herein.
2. Scope of Use
Subject to the general terms and conditions, Licensee is granted the following limited rights:
(a) Delivery & Installation
SFLS shall deliver Licensed Product(s) by electronic download. SFLS shall load, conduct installation diagnostic tests and install the Licensed Product(s) (installation time is limited to a maximum of 4 hours) on computer systems provided by Licensee. After the installation Licensee shall get a half day (4 hours) training course as part of the first time installation package. Licensee shall ensure that: (i) all required data is in proper format; (ii) the computer system and associated software are properly installed and operated by qualified personnel according to recommended environmental site conditions, and (iii) no other software or equipment having an adverse impact on the Licensed Product have been introduced.
(b) Operating Licenses
With respect to each Licensed Product ordered by Licensee and accepted by SFLS, and for which the applicable License Fee is paid, the Licensee is granted a nonexclusive license to install, store, load, execute and display (collectively, "Use") the Licensed Product.
(c) Transfer of License
Except as specifically authorized in an other agreement, neither this general terms and conditions, nor any right, license or obligation hereunder, may be transferred, assigned, delegated, sublicensed, relocated or moved to another person, place or machine, in whole or in part, by Licensee without SFLS's prior written consent and any attempt to the contrary shall be void and of no legal effect.
(d) Reservation of Rights
SFLS expressly reserves all rights in the Licensed Product not specifically granted to Licensee. It is acknowledged that all right, title and interest in the Licensed Products will remain with SFLS (or third party suppliers, if applicable) and that Licensed Products are licensed and not "sold" to Licensee. Unless specifically agreed in writing, these exclusive ownership rights extend to any update, adaptation, translation, customization or derivative work of the Licensed Product.
3. Program Code & Documentation
(a) Program Code
The Licensed Products shall be provided to Licensee and used strictly in machine-readable object code format. No source code or technical-level documentation are licensed.
(b) Program Documentation
The Licensee shall be provided video instructions describing in reasonable detail understandable by a user of general proficiency the use and operation of the Licensed Product. The video instructions will be available on SFLS' website www.labscores.com and may not be reproduced by Licensee without SFLS' consent.
4. Acceptance
A Licensed Product shall be deemed accepted by Licensee upon installation of the Licensed Product. Acceptance of the Licensed Product does not preclude Licensee from obtaining any warranty service as specified under Clause 9 ("Warranties").
5. Support and Maintenance Services
Licensee shall have the option to receive Annual Support and Maintenance Services.
6. Professional Services
Licensee shall have the option to receive Professional Services.
7. Payment
License Fees, Annual Support and Maintenance Fees and Professional Services Fees shall be invoiced according following schedule:
i.License Fee: 50% on the contract signed date and 50% after installation;
ii.Annual Support and Maintenance Fee: First year is included. If Licensee choose to continue Annual Support and Maintenance, then the first invoice will be sent to Licensee one year after the contract signed date;
iii.Professional Services Fee: The used hours will be invoiced at the end of the month. Licensee will receive an invoice with specified (invoiced and not invoiced) hours.
Invoiced amounts shall be paid within ten (10) days from date of invoice. Licensee may not withhold or "setoff" any amounts due hereunder. Fees are non-cancelable and sums paid are non-refundable. SFLS reserves the right to suspend service and deliveries until all amounts due are paid in full. Any late payment shall be subject to any costs of collection and shall bear interest at the rate of one (1) percent per month or fraction thereof until paid.
8. Confidential & Proprietary Information
(a) Acknowledgment
Licensee hereby acknowledges that the Licensed Product (including any documentation, source code, translations, compilations, partial copies and derivative works) contains confidential and proprietary information belonging exclusively to SFLS (or its designated third party supplier) ("Confidential & Proprietary Information"). Confidential & Proprietary Information does not include: (i) information already known or independently developed by the Licensee outside the scope of this relationship by personnel not having access to any Confidential & Proprietary Information; (ii) information in the public domain through no wrongful act of the Licensee, or (iii) information received by the Licensee from a third party who was free to disclose it.
(b) Covenant
With respect to the Confidential & Proprietary Information, and except as expressly authorized herein, the Licensee hereby agrees that during the license agreement period and at all times thereafter it shall not use, commercialize or disclose such Confidential & Proprietary Information to any person or entity, except to its own employees having a "need to know" (and who themselves are bound by similar nondisclosure restrictions), and to such other recipients as SFLS may approve in writing; provided that all such recipients shall have first executed a confidentiality agreement in a form acceptable to SFLS. Neither the Licensee nor any recipient shall: (i) alter or remove from any Licensed Product or associated documentation any proprietary, copyright, trademark or trade secret legend, or (ii) attempt to decompile, disassemble or reverse engineer the Licensed Product or other Confidential & Proprietary Information (and any information derived in violation of such covenant shall automatically be deemed Confidential & Proprietary Information owned exclusively by SFLS. The Licensee and its personnel shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information as it uses in safeguarding its own confidential information, but in no event shall less than due diligence and care be exercised. Upon termination, Licensee shall return or destroy all Confidential & Proprietary Information in its possession or control and cease all further use thereof.
9. Warranties and Liabilities
(a) Non-infringement Warranty
SFLS represents and warrants to the best of its knowledge and belief that the Licensed Product, when properly used as contemplated herein, will not infringe or misappropriate any copyright, trademark, patent, or the trade secrets of any third persons valid in the Local Jurisdiction.
(b) Warranty Disclaimer
Except as specifically provided in this section ("warranties and liabilities") SFLS hereby disclaims with respect to all Licensed Products, third party software, Support and Maintenance services, Professional Services or other deliverables provided hereunder, and any applications created through use of the Licensed Product, all express and implied warranties, including any implied warranties of merchantability, title, accuracy, integration or fitness for a particular purpose. SFLS does not warrant that the licensed products and related third party software will operate without interruption or error free.
(c) Limitation of Liabilities
SFLS shall not be liable for any amount exceeding the total portion of the contract price actually paid by licensee. In no event shall SFLS be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential damages (including lost savings, lost profit or business interruption even if SFLS is notified in advance of such possibility) arising out of or pertaining to the subject matter of any agreement.
10. Termination and Escrow
(a) Termination
Licensee may terminate the license agreement with SFLS by not less than three months’ written notice, such termination to take effect on the next anniversary of the date hereof following such notice. SFLS may terminate the license agreement with Licensee due to the fact that SFLS becomes bankrupt, insolvent or discontinues the business. In case of discontinuation of the business SFLS shall notice Licensee by not less than three months’, such termination to take effect on the next anniversary of the date hereof following such notice.
(b) Escrow
SFLS shall in case of bankruptcy, insolvency or discontinuation of the business, make the source code, documentation and passwords with regard to the Licensed Products available to Licensee if Licensee and SFLS have agreed an Escrow arrangement.
11. Applicable law and disputes
(a) Applicable Law
The proper law shall be Dutch law and the parties hereby submit to the exclusive jurisdiction of the Dutch courts, provided that SFLS may bring proceedings against the Licensee in any jurisdiction where it resides or carries on business.
(b) Disputes
Disputes arising between the SFLS and Licensee shall be settled through arbitration in accordance with the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes in The Hague, all of this without prejudice to the Parties' right to request relief in interlocutory arbitration proceedings and without prejudice to the Parties' right to take protective prejudgment measures.
(c) Mediation
In order to attempt to achieve an amicable resolution of an existing or potential future dispute, either Party may always initiate IT mediation pursuant to the IT Mediation Regulations of the Foundation for the Settlement of Automation Disputes in The Hague. IT mediation pursuant to these Regulations shall be based on mediation by one or more mediators. This procedure shall not result in a judgment which is binding on the Parties.
