Scalables Software License Agreement

1. Acceptance

This Software License Agreement ("Agreement") is a legal agreement between you (either an individual or the organization you represent, "Licensee") and Scalables, LLC ("Scalables") covering the Daisy control software, firmware, libraries, sample scripts, and related documentation (collectively, the "Software").

By registering, installing, copying, or otherwise using the Software, you agree to be bound by this Agreement. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not register or use the Software.

2. License grant

Subject to your compliance with this Agreement, Scalables grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Software solely to operate Daisy instruments and modules that you have lawfully obtained, on the number of devices permitted by your license type.

Sample scripts and example code provided by Scalables may be modified and incorporated into your own workflows for use with Daisy instruments.

3. Restrictions

Except as expressly permitted by this Agreement or applicable law, you may not: (a) copy, distribute, sublicense, rent, lease, or lend the Software; (b) reverse engineer, decompile, or disassemble the Software or its firmware; (c) remove or alter any proprietary notices; (d) use the Software to operate hardware not manufactured or authorized by Scalables; or (e) use the Software in any manner that violates applicable law.

4. Registration and account

Registration requires a valid email address and accurate contact information. Scalables will issue a registration ID that identifies your account. You are responsible for keeping your registration ID confidential and for all activity that occurs under it.

Scalables may use your registration details to deliver software updates, license activations, security notices, and support communications.

5. Intellectual property

The Software is licensed, not sold. Scalables and its licensors retain all right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, and trademarks. No rights are granted to you other than those expressly stated in this Agreement.

6. Updates

Scalables may provide updates, upgrades, or patches to the Software from time to time. Unless accompanied by separate terms, such updates are governed by this Agreement. Scalables has no obligation to provide updates or to support prior versions.

7. Laboratory use and safety

The Software controls physical laboratory equipment, including pumps, valves, and motion systems. You are solely responsible for validating any protocol before use, for the safe configuration and supervision of your instruments, and for compliance with your institution's safety, biosafety, and chemical handling requirements.

The Software is not designed, tested, or certified for use in clinical diagnosis, patient treatment, life support, or any application where failure could lead to personal injury or death, and you agree not to use it for such purposes.

8. Disclaimer of warranty

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCALABLES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SCALABLES DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

Hardware warranty terms are set out separately in the Scalables Warranty and are not affected by this Agreement.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SCALABLES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF SAMPLES, REAGENTS, DATA, PROFITS, OR RESEARCH TIME, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SCALABLES' TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE, OR ONE HUNDRED US DOLLARS (USD 100) IF NO AMOUNT WAS PAID.

10. Term and termination

This Agreement is effective until terminated. It terminates automatically if you fail to comply with any of its terms. Upon termination you must stop using the Software and destroy all copies in your possession. Sections 3, 5, 8, 9, 11, and 12 survive termination.

11. Privacy

Scalables processes the personal information you provide during registration in accordance with the Scalables Privacy Policy available at https://scalables.com/privacy-policy, which is incorporated into this Agreement by reference.

12. General

This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising under this Agreement will be brought exclusively in the state or federal courts located in New York, and you consent to their jurisdiction.

This Agreement is the entire agreement between you and Scalables regarding the Software and supersedes all prior communications on that subject. If any provision is held unenforceable, the remaining provisions remain in effect. Scalables may update this Agreement for future versions of the Software; the version you accepted at registration continues to govern the Software you obtained under it.