Oxford Lab Technologies End User Licence Agreement

1.1 Binding Agreement

This End User Licence Agreement (the "EULA") is a legally binding agreement between you and Oxford Lab Technologies Ltd (Company or "OLT").

By:

1. (a)

   installing;

2. (b)

   activating;

3. (c)

   accessing;

4. (d)

   downloading;

5. (e)

   using; or

6. (f)

   continuing to use,

any software, firmware, online service, website, portal, application programming interface (API), account, subscription service or other technology-enabled product or service provided by the Company,

you agree to be bound by this EULA.

1.2 Do Not Use if You Do Not Accept

If you do not agree to this EULA, you must not install, access or use the relevant product or service and must immediately cease any such installation, access or use.

1.3 Acceptance by Organisations, Group Companies, and Representatives

If you accept this EULA, install, access or use the Software:

1. (a)

   on behalf of a company, organisation, government body, partnership or other legal entity;

2. (b)

   in connection with your employment;

3. (c)

   in connection with your engagement as a contractor, consultant, subcontractor, adviser or agent; or

4. (d)

   for the benefit of any Customer,

you represent and warrant that you have such authority or that you have been authorised to install, access or use the Software on behalf of that person or entity.

The person or entity on whose behalf the Software is used, accessed, installed or operated shall be bound by this EULA.

References to "you" include both the individual accepting this EULA and the person or entity on whose behalf the Software is accessed or used.

For the avoidance of doubt, acceptance, installation, access or use of the Software by any person acting for, on behalf of, at the request of, or for the benefit of a Customer shall bind that Customer to this EULA.

1.4 Group Company Use

Where the Software is purchased, licensed, subscribed to or used by a member of a corporate group, use by any affiliated entity shall be deemed use by the Customer.

The Customer remains responsible for ensuring compliance with this EULA by all such users.

2.1 Supplementary Agreement

This EULA supplements the applicable Oxford Lab Technologies Terms and Conditions together with any applicable quotation, order acknowledgement, invoice, service schedule, subscription agreement or other agreement between the parties.

2.2 Definitions

Unless expressly defined in this EULA, capitalised terms have the meanings given to them in the applicable Terms and Conditions.

2.3 Incorporation

The applicable Terms and Conditions are incorporated into this EULA by reference.

2.4 Precedence

To the extent of any conflict:

1. (a)

   this EULA governs installation, access and use of the Software and related services; and

2. (b)

   the applicable Terms and Conditions govern commercial, ordering, payment, subscription, support, warranty and other commercial matters,

unless expressly stated otherwise.

2.5 Products Covered

This EULA applies to:

1. (a)

   Software;

2. (b)

   firmware;

3. (c)

   online services;

4. (d)

   websites;

5. (e)

   portals;

6. (f)

   APIs;

7. (g)

   accounts;

8. (h)

   subscriptions;

9. (i)

   documentation;

10. (j)

    training materials; and

11. (k)

    related technology services

provided by the Company.

3.1 Authorised Use

You may use the Software only if you are authorised to install, access or use it.

3.2 Responsibility for Users

The Customer remains responsible for all use of the Software by its Customer Representatives.

3.3 Compliance Responsibility

The Customer shall ensure that all users comply with this EULA.

Any act or omission of a user shall be treated as an act or omission of the Customer.

4.1 Licensed Not Sold

The Software is licensed and not sold.

4.2 Applicable Licence Rights

All licence rights, limitations, restrictions, transfer conditions and subscription requirements are governed by:

1. (a)

   this EULA; and

2. (b)

   the applicable Terms and Conditions.

This EULA supplements, and does not replace, any licence restrictions contained in the applicable Terms and Conditions.

4.3 Subscription Dependency

Certain Goods and functionality may require an active Software Subscription or other Subscription Services.

Suspension, expiry or termination of the applicable Subscription Services may result in software, features, functionality or associated Goods becoming partially or fully unavailable.

4.4 Permitted Use

You may use the Software only:

1. (a)

   for lawful purposes;

2. (b)

   in accordance with applicable documentation;

3. (c)

   in accordance with purchased entitlements;

4. (d)

   in accordance with applicable licence restrictions; and

5. (e)

   in accordance with applicable laws and regulations.

4.5 Operational Responsibility

You are responsible for determining whether the Software is suitable for your intended use.

5.1 Prohibited Activities

Except where expressly permitted by law or the applicable Terms and Conditions, you must not:

1. (a)

   reverse engineer;

2. (b)

   decompile;

3. (c)

   disassemble;

4. (d)

   copy;

5. (e)

   redistribute;

6. (f)

   publish;

7. (g)

   rent;

8. (h)

   lease;

9. (i)

   lend;

10. (j)

    sublicense;

11. (k)

    transfer;

12. (l)

    circumvent technical protection measures;

13. (m)

    bypass licensing controls;

14. (n)

    share credentials; or

15. (o)

    use the Software other than as authorised.

5.2 Excess Usage

You must not exceed any purchased:

1. (a)

   licence limits;

2. (b)

   subscription limits;

3. (c)

   user limits;

4. (d)

   capacity limits; or

5. (e)

   other usage entitlements.

5.3 Third-Party Connections

You must not connect, interface, integrate or operate the Software or associated Goods with unauthorised third-party products, services, protocols or systems.

6.1 Source Code Access

Any source code, software development kit, application programming interface or similar materials made available by the Company remain the Company's intellectual property.

6.2 Restrictions

Source code may be used only to the extent expressly authorised by the Company.

7.1 Updates

Updates, upgrades, patches, releases, fixes and enhancements may be provided from time to time.

All such updates shall be deemed part of the Software and shall be governed by this EULA.

7.2 Updates and Changes

The Company may modify, update, replace, withdraw or discontinue functionality, features, services or components.

7.3 Support and Maintenance

Support, maintenance and service entitlements are governed exclusively by the applicable Terms and Conditions and commercial agreements.

8.1 Safety-Critical Uses

The Software and associated Goods are not designed, intended or certified for:

1. (a)

   safety systems;

2. (b)

   safety-critical systems;

3. (c)

   laboratory safety systems;

4. (d)

   process-control safety systems;

5. (e)

   medical diagnosis;

6. (f)

   clinical use;

7. (g)

   life-support systems;

8. (h)

   aviation systems;

9. (i)

   nuclear facilities; or

10. (j)

    any application where failure may result in death, personal injury, property damage or environmental harm.

8.2 Suitability

You remain solely responsible for determining the suitability of the Software and Goods for your intended application.

9.1 Ownership

All intellectual property rights in the Software remain vested in the Company or its licensors.

9.2 Reservation of Rights

All rights not expressly granted are reserved.

9.3 Feedback

Feedback, suggestions, recommendations, enhancement requests and similar submissions may be used by the Company without restriction or compensation.

10.1 Incorporated Terms

Any confidentiality obligations contained in the applicable Terms and Conditions apply equally to the installation, access and use of the Software.

11.1 Incorporated Telemetry Provisions

The telemetry, operational data, analytics and product improvement provisions contained in the applicable Terms and Conditions are incorporated into this EULA.

12.1 Privacy Policy

Personal data may be processed in accordance with:

1. (a)

   applicable law;

2. (b)

   the Privacy Policy; and

3. (c)

   the applicable Terms and Conditions.

12.2 Customer Data

Ownership of Customer Data remains governed by the applicable Terms and Conditions.

13.1 Incorporated Warranty Provisions

All warranties, warranty exclusions and limitations contained in the applicable Terms and Conditions apply to the Software.

13.2 As-Is Basis

Except to the extent prohibited by law, the Software is provided on an "as is", "as available" and "with all faults" basis.

14.1 Incorporated Liability Provisions

All liability limitations, exclusions and caps contained in the applicable Terms and Conditions are incorporated into this EULA by reference.

15.1 User Indemnity

You shall indemnify and keep indemnified the Company against losses arising from:

1. (a)

   unlawful use of the Software;

2. (b)

   breach of this EULA; or

3. (c)

   infringement arising from your actions.

16.1 Suspension

The Company may suspend access to the Software where permitted by the applicable Terms and Conditions.

16.2 Termination

Termination rights are governed by the applicable Terms and Conditions.

16.3 Effect of Termination

Upon expiry or termination:

1. (a)

   access rights cease;

2. (b)

   licence rights cease;

3. (c)

   service entitlements cease; and

4. (d)

   continued use becomes unauthorised.

17.1 Export Restrictions

You shall comply with all applicable export control, trade control, sanctions and import laws and regulations.

17.2 Government Customers

For the purposes of this section, state-owned enterprises, public universities, government laboratories, publicly funded research institutions and similar bodies shall be deemed government entities.

Where the Software is used by a government entity, all government-specific provisions contained in the applicable Terms and Conditions are incorporated into this EULA and apply to such use.

18.1 Amendments

The Company may amend this EULA from time to time.

18.2 Continued Use

Continued access to or use of the Software constitutes acceptance of the revised EULA.

19.1 Incorporated Provisions

The provisions relating to:

1. (a)

   governing law;

2. (b)

   jurisdiction;

3. (c)

   notices;

4. (d)

   assignment;

5. (e)

   third-party rights;

6. (f)

   severability;

7. (g)

   waiver; and

8. (h)

   entire agreement

contained in the applicable Terms and Conditions are incorporated into this EULA by reference.