End-user license agreement (EULA)
1. Introduction and Acceptance.
This License Agreement is a legal agreement among You as an individual (the “You” or “Your”), the institution paying for this license (the “Purchaser”), and Coronado Distribution Company, Inc. (“CoronadoDC”) (referred to as “We”, “Us” or “Our,” as applicable) regarding the use of CoronadoDC™ software, opportunities, and related files, which include user documentation provided in electronic form and access to database information and downloadable files (together, the “Software, opportunities, and related files”).
BEFORE YOU ACCEPT THIS AGREEMENT ON YOUR BEHALF AND ON BEHALF OF THE PURCHASER, CAREFULLY READ ITS TERMS AND CONDITIONS. BY CHECKING THE “I ACCEPT” BOX OF THIS AGREEMENT, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE MAKE NO USE OF THE SOFTWARE, OPPORTUNITIES, AND RELATED FILES AND DESTROY OR DELETE ANY COPIES IN YOUR POSSESSION.
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT, ESPECIALLY SECTION 7 (WHICH DISCLAIMS THAT ANY WARRANTIES ARE PROVIDED TO YOU) AND SECTION 8 (WHICH LIMITS THE LIABILITY OF CORONADODC AND OTHERS TO YOU).
2. Grant of License.
Subject to the restrictions and the other terms and conditions set forth below, this Agreement grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the time of this Agreement to register, install and use one copy of a specified version of the Software, opportunities, and related files, in object-code form only. This is an individual license only for You and may not be transferred to any person or entity or used by any other person or entity.
3. Ownership.
The license granted under this Agreement does not constitute a transfer or sale of any ownership rights in the Software, opportunities, and related files. Except for the limited, non-exclusive license granted in Paragraph 2 above, as between You and CoronadoDC, CoronadoDC owns all rights, title, and interest in the Software, opportunities, and related files. Applicable intellectual property laws, including United States copyright laws and international treaties, protect the Software, opportunities, and related files.
4. License Restrictions.
You may not:
(i) copy, reverse engineer, decompile, or disassemble the Software, opportunities, and related files or attempt to derive the source code of the Software, opportunities, and related files,
(ii) remove or destroy any of the Software, opportunities, and related files, copyright notices, trademark notices, or other proprietary markings,
(iii) modify or adapt the Software, opportunities, and related files, merge the Software, opportunities, and related files into another program, or create derivative works based on the Software, opportunities, and related files,
(iv) transfer the Software, opportunities, and related files or any of Your rights or obligations under this Agreement,
(v) install, copy, or use the Software, opportunities, and related files on a virtual machine,
(vi) permit any person or entity other than You to use the Software, opportunities, and related files,
(vii) use the Software, opportunities, and related files in concurrent sessions,
(viii) concurrently use more than one instance of the Software, opportunities, and related files or have concurrent uses of command-line instances,
(ix) export or re-export the Software, opportunities, and related files, or
(i) copy, reverse engineer, decompile, or disassemble the Software, opportunities, and related files or attempt to derive the source code of the Software, opportunities, and related files,
(ii) remove or destroy any of the Software, opportunities, and related files, copyright notices, trademark notices, or other proprietary markings,
(iii) modify or adapt the Software, opportunities, and related files, merge the Software, opportunities, and related files into another program, or create derivative works based on the Software, opportunities, and related files,
(iv) transfer the Software, opportunities, and related files or any of Your rights or obligations under this Agreement,
(v) install, copy, or use the Software, opportunities, and related files on a virtual machine,
(vi) permit any person or entity other than You to use the Software, opportunities, and related files,
(vii) use the Software, opportunities, and related files in concurrent sessions,
(viii) concurrently use more than one instance of the Software, opportunities, and related files or have concurrent uses of command-line instances,
(ix) export or re-export the Software, opportunities, and related files, or
(x) use a terminal server to share a license, even if use is non-concurrent. You acknowledge and agree the Software, opportunities, and related files are the confidential and proprietary information of CoronadoDC. You agree not to copy, disseminate or otherwise provide the Software, opportunities, and related files to any other person or entity.
YOU FURTHER ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO VALIDATE THE SOFTWARE, OPPORTUNITIES, AND RELATED FILES AS PART OF YOUR ASSAY AND USE IT IN A MANNER COMPLIANT WITH ITS INTENDED USE AND WITH APPLICABLE RULES AND REGULATIONS AND ANY AND ALL DIRECTIONS FOR USE INCLUDED WITH THE PURCHASE OF THE SOFTWARE, OPPORTUNITIES, AND RELATED FILES.
You are solely responsible for maintaining adequate security, protection, and backup for the device(s) on which the Software, opportunities, and related files are installed and your use of the Software, opportunities, and related files.
5) Data
“Data” includes all information, files, or data (including personally identifiable data) uploaded to, provided to, stored on, created within, or created as a result of the use of CoronadoDC, including, without limitation, any genomic information generated by sequencing instruments and further analysis or processing conducted on such information.
- 5A. Usage Data. CoronadoDC may collect and process Usage Data in connection with the usage of the Software, opportunities, and related files. “Usage Data” means Data related to the User’s use of the Software, opportunities, and related files, including, without limitation, IP address, Mac address, browser type and version, operating system and interface, version of CoronadoDC, underlying license information, date and time of CoronadoDC usage. CoronadoDC agrees it will use Usage Data only for CoronadoDC’s business purposes and for research and development purposes. CoronadoDC shall own all rights, title, and interest in and to Usage Data. You hereby grant CORONADODC and its affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and transferable right to create derivative works based on, distribute, perform, display, use, or in any way exploit any such Usage Data.
- 5B. No Third-Party Personal Data. You agree that you will not provide any personally identifying information or personal information or personal data as defined by applicable law (e.g., HIPAA, EU General Data Protection Regulation) relating to any third parties, in particular, relating to patients. For example, you will not provide the name, date of birth, address, social security, government-issued identification number, or any other information that could directly or indirectly identify the individual from whom any genomic or other information was derived.
- 5C. Security of data. While we use industry-standard security, no system can perfectly guard against risks of intentional or inadvertent disclosure of Data. When using CoronadoDC, Data will be transmitted over a medium that is beyond the control of CoronadoDC. You expressly assume the sole risk of any unauthorized disclosure or intentional intrusion or of any delay, failure, loss, interruption, or corruption of Data or other information transmitted in connection with the use of CoronadoDC.
- 5D. How We Protect and Use Your Personal Data. The CoronadoDC Privacy Policy (https://coronadodc.com/privacy-policy/) applies to You, the Purchaser, and Your Data with respect to CoronadoDC.
6. Termination.
This Agreement will commence upon Your acceptance of this Agreement. Your right to use the Software, opportunities, and related files will terminate immediately upon the earlier of: i) Your failure to comply with any term or condition of this Agreement; or ii) Your return, destruction, or deletion of all copies of the Software, opportunities, and related files in your possession, custody, or control. Upon termination of this Agreement for any reason, you agree to immediately cease any use of the Software, opportunities, and related files, you agree to immediately return to CoronadoDC or delete or destroy all copies of the Software, opportunities, and related files in your possession, custody, or control, and You will certify in writing to CoronadoDC that all copies of the Software, opportunities, and related files have either been returned to CoronadoDC or otherwise destroyed or deleted. CoronadoDC’s rights and obligations will survive the termination of this Agreement. CORONADODC may change or discontinue the Software, opportunities, and related files at any time, including the availability of any feature, database, or content.7. No Warranty or Maintenance.
THE SOFTWARE, OPPORTUNITIES, AND RELATED FILES ARE PROVIDED “AS IS.” CORONADODC MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE, OPPORTUNITIES, AND RELATED FILES, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, AND CORONADODC SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, OR OTHERWISE. CORONADODC HAS NO OBLIGATION TO PROVIDE MAINTENANCE OF THE SOFTWARE, OPPORTUNITIES, AND RELATED FILES. ANY MAINTENANCE OF THE SOFTWARE, OPPORTUNITIES, AND RELATED FILES BY CORONADODC SHALL BE SUBJECT TO A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND CORONADODC.8. Liability Limitation.
IN NO EVENT WILL CORONADODC BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OPPORTUNITIES, AND RELATED FILES, EVEN IF CORONADODC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL CORONADODC’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OF THE SOFTWARE, OPPORTUNITIES, AND RELATED FILES EXCEED THE FEES ACTUALLY PAID BY YOU FOR YOUR USE OF THE SOFTWARE, OPPORTUNITIES, AND RELATED FILES UNDER THIS AGREEMENT.9. Prohibited Uses, Indemnification.
The Software, opportunities, and related files have not been approved as a medical device by the United States Food and Drug Administration and, as such, are not marketed with any claims concerning the performance of the Software, opportunities, and related files for use in interpreting data for the clinical diagnosis or treatment of any disease, disorder, or other medical condition. Neither the Software, opportunities, and related files nor any data derived from the use of the Software, opportunities, and related files shall be used, directly or indirectly, for the clinical diagnosis or treatment of any disease, disorder, or other medical condition. You will indemnify, defend and hold harmless CoronadoDC, its officers, directors, shareholders, members, managers, employees, agents, representatives, successors, and assigns, from and against any and all claims, lawsuits, actions, and demands arising out of or related in any way to the use of the Software, opportunities, and related files in any manner not expressly authorized by this Agreement, including without limitation, use of the Software, opportunities, and related files or any data derived from the use of the Software, opportunities, and related files to perform any analysis classified as an Analyte Specific Reagent medical test or any clinical diagnosis or treatment of any disease, disorder or other medical condition. Your indemnification obligations shall include, but not be limited to, all costs of defense, including all attorney fees and expenses of counsel, any and all judgments, and other amounts assessed by the court or other government body, and any and all other expenses and costs incurred as a result of any such lawsuit, action, demand, or claim. To the fullest extent allowed by law, you will indemnify and hold CORONADODC and CORONADODC Parties harmless from all damages, liabilities, settlements, expenses, fines, penalties, expenses, costs, and attorneys’ fees arising from or related to any claim or demand made by any third party due to or arising out of 1) your use of the Software, opportunities, and related files; 2) or the infringement by you (or any third party using your account) of any intellectual property or other rights of any person or entity.10. Modifications to this Agreement.
We reserve the right to change this EULA at any time. When we make changes, we will post the changed EULA at https://coronadodc.com/eula/, and it will become effective thirty days thereafter (“Effective Date”). The changed EULA supersedes and replaces the prior version. Your continued access to or use of one or more of the Services and/or data derived therefrom shall constitute your acceptance of such changed EULA. For the avoidance of doubt and unless expressly stated otherwise in this EULA, the changed EULA applies to all uses of the Services, including all User Information and information about the Data, inclusive of aggregation of Data, both before and after the Effective Date.11. Trademarks.
CoronadoDC™ is a registered trademark owned by CoronadoDC. Certain of the product and CoronadoDC names used in this Agreement, the Software, opportunities, and related files, and/or the documentation may constitute trademarks. You are not authorized to use any such trademarks.12. General.
This Agreement sets forth the entire Agreement between You, the Purchaser, and CoronadoDC with respect to the Software, opportunities, and related files. This Agreement shall be construed, interpreted, and governed by the laws of the state of Oregon without reference to its conflict-of-laws principles. Any action between You and CoronadoDC regarding this Agreement and/or Your use of the Software, opportunities, and related files will be subject to the exclusive jurisdiction of the courts of the State of Oregon. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.
13. Miscellaneous.
The failure of any party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. CORONADODC shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond CORONADODC’s reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by you except with CORONADODC’s prior written consent. CORONADODC may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement and that all modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind CORONADODC in any respect whatsoever.
14. Questions.
Should you have any questions concerning this Agreement, or if you desire to contact CoronadoDC for any reason, please contact info@coronadodc.com.15. Third-Party Software, opportunities, and related files and Licenses.
CoronadoDC makes use of third-party libraries. Section 15 lists in full those third-party libraries. Where the source was modified, it can be obtained from CoronadoDC by request. If you cannot resolve the general license pointers below using a web search, please contact us, and we will help you find it.