1.1. This User Licence Agreement, including the order form which by this reference is incorporated herein (the “Agreement”), is a binding agreement between Santai Science Inc. (“we” or the “Company”) and the person or entity identified on the order form as the licensee (“you” or the “Licensee”) of the Separation and Purification Chromatography Instrument Control Software (the "Software"). The Company provides the Software, including without limitation all documentation, user manuals, technical manuals, and any other materials provided or made available by the Company, in printed, electronic, or other form (the “Documentation”), solely on the terms and conditions set forth in this Agreement and on the condition that Licensee accepts and complies with them. By installing the Software and/or checking to accept or agree to this Agreement when the option is made available to you, the Licensee accepts this Agreement and agrees that the Licensee is legally bound by its terms, and represents and warrants that:
1.2. Important Notice
The Licensee should read this Agreement carefully and ensure that it fully understands all provisions. If the Licensee does not agree to the terms and conditions of this Agreement, the Company will not and does not license the Software to the Licensee and the Licensee must not download or install the Software. Notwithstanding anything to the contrary in this Agreement or the Licensee’s acceptance of the terms and conditions of this Agreement, no licence is granted under this Agreement, and this Agreement expressly excludes any right concerning any software that Licensee did not acquire lawfully or that is not a legitimate, authorized copy of the Software.
1.3. Material Changes
We may amend the terms and conditions of this Agreement as needed from time to time. When material changes occur, we will provide the updated Agreement within the Software and notify you through appropriate means. Your continued use of the Software constitutes your acceptance of the revised Agreement.
2.1. Service Overview
The Software is a control and operation tool designed for specific Separation and Purification Chromatography instruments ("Instruments"). The Software system is comprised of the following components:
2.2. Conditions of Licensee’s Use of the Software
You understand and agree that your use of the Software is subject to the following conditions:
2.3. Functional Scope
The Software provides functionalities related to the operation of the Instrument, including but not limited to: separation method management, experiment history record management, instrument cleaning and maintenance, separation experiment operation, separation column management, test tube rack management, system settings, and help and support. The Software’s specific functionality may change without notice and is subject to the version of the Software that is released by the Company at the time.
3.1. Nature of Account
The Software employs a localized user management system. Your Account is created, permission-assigned, and managed by your organization's administrator via the Web Management Interface. You acknowledge that your User Account Information (as such term is defined in section 6.1) and your username, password, and permission level) is stored locally on the Instrument, and not on the Company's or its affiliates’ servers.
3.2. Your Obligations
3.2.1 Password Security:
You are responsible for keeping your Account password and any password that you use in connection with your use of an App, secure and must change this initial password immediately upon first log-in. You shall not lend, transfer, or share your Account with others in any form, or remain logged-in on public devices. It is best practice to change your password regularly and to set a password that meets complexity requirements (letters and numbers, no less than eight (8) characters). We recommend that passwords should be changed at least every ninety (90) days.
3.2.2 Prompt Notification:
If you discover any unauthorized use of your Account, unauthorized disclosure of any of your passwords, or any Account anomalies, you must immediately notify your system administrator.
3.2.3 Administrator Responsibilities:
You must ensure that your personnel with administrative privileges (administrators) will:
3.2.4 Limiting App Usage:
to better ensure the security of Experimental Data (as such terms is defined in section 6.2), it is recommended that you implement best practices for the security of the App, including that the usage of the App be restricted to local area network (LAN) connections and/or encrypted Wi-Fi networks without internet access, or conducted through virtual private networks (VPNs).
3.3. Software Security Measures
The Software contains technological copy protection and other security features designed to:
The Licensee acknowledges and agrees that:
4.1. Authorized Use of the Software
The Licensee shall use the Software solely for lawful and legitimate scientific research or industrial purposes. The Licensee is responsible and liable for all uses of the Software through access thereto provided by the Company, directly or indirectly. Specifically, and without limiting the generality of the foregoing, the Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software by any other person or entity to whom the Licensee may provide access to or use of the Software, whether such access or use is permitted by or in violation of this Agreement.
4.2. Prohibited Actions
The Licensee shall not, and shall not permit any other person or entity to:
5.1. Operation Logs
The Software system automatically records:
6.1. User Information
We highly value your privacy. The Company's Software does not collect, store, or process your personal information. Your user account and profile information (including the customer name, customer contact email address(es), customer contact name(s), business address(es) and customer profile description (collectively the “User Account Information”) is managed locally on the Instrument by your organization and is subject to your organization's internal policies. We may use your User Account Information for the purposes of providing the Software and the App to you subject to the terms and conditions of this Agreement.
6.2. Experimental Data
6.2.1. Data Ownership:
All experimental data generated by your use of the Software and the App, in connection with the Instrument (the “Experimental Data”) is owned by you or your organization.
6.2.2. Data Storage and Access:
All Experimental Data is stored locally on your Instrument by default. You and your organization are solely responsible for accessing, backing up, exporting, and managing the Experimental Data. The Company strongly recommend that you establish a regular backup mechanism to prevent data loss.
6.2.3.
Unless required by Law or necessary for providing customer service or technical support services subject to the foregoing (and authorized by you), neither we nor our affiliates will access, use, copy, obtain, edit, divert, release, affect, alter the state of, disclose, or otherwise hear or view your Experimental Data or your systems in any form (whether remotely or electronically, including through information technology systems, cloud computing platforms, networks, data, security systems, software, or hardware) (collectively referred to as “Access”). In providing any customer service and/or technical support services to you, we shall only access (which excludes our ability to obtain, copy, edit, divert, release, affect, or alter the state of such data or systems) Experimental Data (whether such data is stored on the Instrument or the App) as is reasonably necessary and incidental to provide such customer service and/or technical support services. The Company may Access user profile information (including user names, email addresses, contact names, business addresses and customer profile descriptions) as is necessary or desirable to provide the Software and related services.
7.1. Our Rights
The Company and its licensors reserve and shall retain its and their entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software (including but not limited to the App, Instrument Control Software, Web Management Interface, the Documentation, trademarks, and logos), subject to the licence expressly granted to the Licensee under this Agreement. This Agreement grants you a limited, non-transferable license to use the Software, and does not constitute a sale. You acknowledge that you do not acquire any ownership interest in the Software under this Agreement, or any other rights to the Software other than to use the Software in accordance with the licence granted under this Agreement, subject to all terms, conditions, and restrictions. You shall use commercially reasonable efforts to safeguard the Software from infringement, misappropriation, theft, misuse, or unauthorized access.
7.2. Your Rights
You shall retain your entire right, title, and interest in and to Experimental Data and any content, including but not limited to method parameters, that you input into the Software (collectively the “Licensee Data”). You grant the Company a limited license to process your Licensee Data locally on the Instrument solely in response to your operational commands.
8.1. "As Is" Provision
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND DOCUMENTATION IS AT YOUR SOLE RISK AND THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND DOCUMENTATION IS PROVIDED TO THE LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT CONDITION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO CONDITION, WARRANTY, OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
8.2. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
8.3. Licensee Indemnity
The Licensee shall indemnify, hold harmless, and, at the Company’s option, defend the Company from and against any losses, damages, claims, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers resulting from any third-party claim that the Licensee Data infringes or misappropriates such third party's intellectual property rights and any third-party claims based on the Licensee’s:
8.4. Force Majeure
The Company will not be responsible or liable to the Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labour disputes, civil disturbances, riot, rebellion, invasion, hostilities, war, terrorist attack, embargo, natural disaster, epidemics, pandemics, acts of God, flood, tsunami, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or the Licensee equipment, loss and destruction of property, or any other circumstances or causes beyond the Company’s reasonable control.
8.5. Confidentiality
In connection with this Agreement each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to the remainder of this section 8.5, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing the Software and Documentation is the Confidential Information of the Company. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:
9.1. Termination
9.1.1. You may terminate this Agreement by ceasing to use and permanently destroying all copies of the Software.
9.1.2. If you materially breach this Agreement, we have the right to unilaterally terminate this Agreement and provision of Software and related services to you.
9.1.3. Upon expiration or earlier termination of this Agreement, the licence granted hereunder shall also terminate, and the Licensee shall cease using and destroy all copies of the Software, and permanently erase or cause to be erased from its computer systems, files, and storage media all copies of the Software of the Company obtained, made, or authorized to be made by the Licensee or on the Licensee's behalf. No expiration or termination shall affect the Licensee's obligation to pay all licensee fees that may have become due before such expiration or termination, or entitle the Licensee to any refund.
9.2. Export Regulation
The Software may be subject to Canadian export control laws. The Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules and complete all required undertakings (including obtaining any necessary export licence or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside Canada.
9.3. Surviving Provisions
The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: section 6, section 7, section 8.1, section 8.2, section 8.3, section 8.5, section 9.1.3, section 9.3 and section 10.
10.1. Technical Support
If you encounter technical issues, please contact your system administrator or contact us using the contact details below:
Technical Support Email: support@santaisci.com
Service Hotline: +1 514 505 1378
10.2. Entire Agreement
This Agreement constitutes the entire agreement between the Company and the Licensee regarding the use of the Software and supersedes any prior oral or written communications.
10.3. Severability
If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be amended to achieve as closely as possible its intended purpose, and the remainder of this Agreement shall remain in full force and effect.
10.4. Waiver
No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
10.5. Assignment
The Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, without the Company’s prior written consent, which consent the Company may give or withhold in its sole discretion.
10.6. Governing Law
This Agreement and all related, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.