Terms & Conditions
Last Modified: March 17, 2016
PLEASE READ CAREFULLY BEFORE USING THIS SOFTWARE
This End-User License Agreement ("EULA") is a legal agreement between (a) you (either an individual or a single entity) and on behalf of your organization (if your use of the Software is on behalf of an organization) and (b) CosmosID Inc. that governs your use of any Software made available by CosmosID.
BY ACCESSING OR USING THE COSMOSID SOFTWARE (THE “SOFTWARE”) DEVELOPED BY COSMOSID INC. (“COSMOSID”), OR ACCESSING OR USING ANY OF THE CONTENT AVAILABLE YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THE EULA TERMS, DO NOT USE THE SOFTWARE.
1. GRANT OF LICENSE
CosmosID grants you the following non-exclusive rights provided you agree to and comply with all terms and conditions of this EULA:
- Use. CosmosID grants you a non-exclusive, non-assignable, non-transferable license to use the Software according to the Terms. The use of this Software is for research purposes only. This Software is not intended for diagnostic use nor does it provide any medical advice.
- Restrictions. The Software is licensed, not sold, to you by CosmosID. CosmosID owns all rights, titles and interest in and to the Software and reserves all rights not expressly granted to you in this EULA. You agree to refrain from any action that would diminish such rights or would call them into question. You must not copy, rent, lease, sell, repair, transfer, assign, sublicense, disassemble or create derivative works of, reverse engineer or decompile, modify or alter the Software including, but not limited to, translating or creating derivative works, under any circumstances. You shall not use the Software for any commercial or illegal purpose. You shall not defame, abuse, harass, threaten or otherwise violate the legal rights, such as rights of privacy and publicity, of others.
2. PROPRIETARY RIGHTS
All intellectual property rights in the Software and user documentation are owned by CosmosID and are protected by law, including but not limited to copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the Software are the valuable trade secrets and confidential information of CosmosID. You shall not remove any product identification, copyright notices or proprietary restrictions from the Software or its reports. You will not, and will not allow or authorize others to: modify, make derivative works of, reverse compile, reverse assemble, reverse engineer or otherwise attempt to create or obtain source code from any CosmosID product or materials provided pursuant to this Agreement.
This EULA is effective unless terminated or rejected. This EULA will also terminate immediately and without additional notice in the event you breach this EULA and/or fail to comply with any term or condition of this EULA.
DISCLAIMER OF WARRANTIES
- YOU AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK AS TO SATISFACTORY QUALITY PERFORMANCE, ACCURACY AND EFFORT. To the maximum extent permitted under applicable law, the Software is offered on an "AS-IS" basis and CosmosID does NOT warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free or that such errors will be corrected.
- EXCEPT AS MAY BE SET OUT IN A SPECIFIC WARRANTY ACCOMPANYING THE SOFTWARE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COSMOSID AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND THIRD PARTY SOFTWARE "AS IS" AND WITH ALL FAULTS AND WITHOUT ANY OTHER WARRANTY OF ANY KIND, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES ALL WITH REGARD TO THE SOFTWARE AND THIRD PARTY SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COSMOSID OR A COSMOSID AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. Some states/jurisdictions do not allow exclusion of implied warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you in its entirety. To the extent applicable law requires CosmosID to provide warranties, you agree that the scope and duration of such warranty shall be to the minimum extent permitted under such applicable law.
- IN NO EVENT DOES COSMOSID PROVIDE ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY HARDWARE OR SOFTWARE WITH WHICH THE SOFTWARE IS DESIGNED TO BE USED, AND COSMOSID DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY FAILURES THEREOF.
5. LIMITATION OF LIABILITY
Notwithstanding any damages that you might incur, the entire liability of CosmosID and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Software. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COSMOSID OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THIRD PARTY SOFTWARE AND/OR THIRD PARTY HARDWARE USED WITH THE SOFTWARE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA), EVEN IF COSMOSID OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to indemnify and hold CosmosID and its officers, directors, employees and licensors harmless from any claim or demand (including but not limited to reasonable legal fees) made by a third party due to or arising out of or related to your violation of the terms and conditions of this Agreement, your violation of any laws, regulations or third party rights or your negligent act, omission or willful misconduct.
7. U.S. GOVERNMENT CUSTOMERS
The Software is a "Commercial Item" as that term is defined in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable, Commercial Computer Software and Commercial Computer Software Documentation are licensed to the U.S. Government users (i) only as Commercial Items and (2) only with those rights granted to other users under this EULA. Unpublished rights are reserved under the copyrights of the United States.
8. COMPLIANCE WITH LAWS
You shall comply with all laws and regulations of the United States and other countries ("Export Laws") to ensure that the Software is not (1) exported, directly or indirectly, in violation of Export Laws, or (2) used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. You further agree that you will not use the Software for any purpose prohibited under applicable law.
9. GOVERNING LAW AND CHOICE OF FORUM
This Agreement shall be governed by and interpreted in accordance with the laws of the state of Maryland, without regard to the conflicts of law rules thereof.
10. ENTIRE AGREEMENT
This EULA is the entire agreement between you and CosmosID relating to the Software and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any CosmosID policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. In the event of a conflict between the English and any non-English versions of this EULA, the English version shall govern. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provision of the EULA will remain in force and effect.