Licensor: Frontier Science And Technology Research Foundation, Inc. ("FSTRF")
4033 Maple Road, Amherst, New York 14226

The software that you are requesting access to is the Laboratory Data Management System ("LDMS"). FSTRF authorizes your use of the LDMS only on the terms and conditions contained herein. It is understood that you are requesting access to the LDMS as a representative of the Licensee, and that you are binding the Licensee and yourself to the terms and conditions herein. If you are not the Licensee’s authorized representative, or you do not agree to the terms and conditions herein, then you are not authorized to use the LDMS. The LDMS and related documentation are protected under applicable copyright laws.

This License is granted with the understanding that you will use the LDMS to track specimens and to track assay results with regard to Licensee’s clinical trials and its internal projects, and nothing else. You represent and warrant you will not use the LDMS to create, augment or modify competing products, nor assist others to do so.

License: FSTRF grants Licensee a nonexclusive, nontransferable license during the term of this Agreement to install and use the LDMS on up to twenty computers that are under Licensee’s direct control and supervision. If Licensee desires to install and use the LDMS on more than twenty computers, the Licensee must contact FSTRF to seek a different license. This License Agreement does not permit Licensee to (a) distribute copies of the LDMS or its documentation to others; (b) allow others to use the LDMS; (c) make derivative works; (d) rent, lease, sublicense, grant or assign Licensee’s rights or delegate its duties with respect to the LDMS; or (e) translate, reverse engineer, decompile or disassemble, or otherwise alter the LDMS without the prior written consent of FSTRF. However, Licensee is permitted to alter the LDMS manual or other user instructions to suit Licensee’s operations, provided that such modifications are clearly distinguishable from the original material.

Limited Warranty, Disclaimer, and Limitation of Liability: The LDMS and accompanying documentation are provided "as is" without warranty of any kind. THERE IS NO OTHER WARRANTY, EXPRESSED OR IMPLIED, WITH RESPECT TO THE LDMS AND ITS ACCOMPANYING DOCUMENTATION, THEIR MERCHANTABILITY, OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. In no event will FSTRF be liable for indirect or consequential damages, including, without limitation, loss of income, profits, use, information, or economic loss. FSTRF does not warrant that the operation of the LDMS will be uninterrupted or error free.

Term: This license remains effective for one year from the date the LDMS was first licensed to the Licensee, and may be extended in one-year increments provided that FSTRF agrees to such an extension. If Licensee wants to extend the term, please contact FSTRF in writing. Extensions of the term can be made only by FSTRF in a written document signed by an officer of FSTRF. FSTRF retains the right to grant or not grant such extensions, in its sole discretion. Licensee’s license will automatically terminate without notice if it fails to comply with any of the terms or conditions of this Agreement. Upon any termination, Licensee must inform FSTRF in writing and destroy all copies of the LDMS in any form within 30 days. Licensee can choose to terminate its license at any other time by destroying the LDMS together with all copies of the LDMS in any form, and informing FSTRF in writing of such termination.

Intellectual Property Rights: FSTRF retains all copyrights, patent rights, trademark rights, trade secret rights, trade dress rights (including the "look and feel" of the LDMS) and other intellectual property rights of any nature whatsoever with respect to the LDMS and the related documentation and any and all modifications, enhancements, and derivative works of any kind.

Waiver: No failure or delay of FSTRF to require compliance with any requirement of this Agreement shall constitute a waiver of the right to require such compliance, or compliance with any other requirement of this Agreement. No failure or delay of FSTRF to exercise any right or remedy under this Agreement shall constitute a waiver of such right or remedy or any other right or remedy under this Agreement. No waiver by FSTRF of any such right or remedy shall be effective unless made in writing duly executed by FSTRF.

Amendments: No course of performance or other conduct hereafter, pursued, accepted or acquiesced in, and no oral agreement or representation hereafter made, by FSTRF or Licensee, whether or not relied or acted upon, and no usage of trade whether or not relied or acted upon, shall amend this Agreement or impair or otherwise affect any of the obligations, rights or remedies under this Agreement. No amendment to this Agreement shall be effective unless made in a writing duly executed by FSTRF and Licensee.

U.S. Government Restricted Rights: If Licensee is the U.S. Government or is acting on behalf of the U.S. Government, please note that (a) the software and documentation are provided with the limited rights identified herein, and no others, and (b) rights in technical data are governed by that version of DFARS 252.227-7013b which was in existence on June 1, 2010.

Choice of Law and Courts: This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisions. Any dispute arising in connection with this Agreement must be resolved by the courts located within the State of New York. Each party waives any right to object, whether for inconvenience or otherwise, to venue for any dispute properly being in such courts.

Entire Agreement: This Agreement is the complete and exclusive statement of the agreement between Licensee and FSTRF with respect to the LDMS, and supersedes any earlier proposal or prior arrangement, whether oral or written, and any other communication between us, relative to the license of the software.

Invalid Provisions: If any restriction with respect to the use of the LDMS or remedies of FSTRF is found to be unreasonable by a court of competent jurisdiction, LDMS and Licensee agree and submit to such modification of such restriction as a court may determine to be reasonable. If any section, subsection, paragraph or portion of this Agreement shall be determined to be invalid, it shall not affect the remainder of this Agreement, which shall be and remain binding and effective against all parties hereto.

Assignment By Licensor: This agreement is assignable by FSTRF without the consent of Licensee.

Headings: Headings and subheadings herein are for convenience of reference only and are not of substantive effect.
If you have questions concerning this Agreement, please contact FSTRF at the address listed above.