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Off-the-shelf Laboratory System

General LIMS User Agreement

Before purchasing the General LIMS License, you must agree to these set of terms.

Please read this agreement carefully before purchasing or using the software. These terms and conditions govern your use of the software (as defined below), unless we establish a separate written agreement with you for an alternate purpose. We're only willing to license the software to you if you accept all the terms and conditions of this agreement. By installing or using the software or by clicking "accept terms of use", you are confirming that you understand this agreement, and that you accept all of its terms and conditions. If you are entering into this agreement on behalf of a company or an other legal entity, you must represent that you have the legal authority to bind the entity to this agreement, and in this case "You" will mean the entity you represent. If you don't have such authority, or if you don't accept all the terms and conditions of this agreement, then we are unwilling to license the software to you, and you may not download, install, or use it.

1. Definitions.

Here are some definitions we use in this Agreement.

"Agreement Effective Date" — date that you click "Accept terms of use" to the terms and conditions of this Agreement.

"Documentation" — any manuals, documentation and other supporting materials related to the Software that we generally provide to our customers. Documentation is considered part of the Software.

"License File" — a file that containing the authorization information, and digitally signed by General LIMS, enables You to activate the system and allow You to use the system during the applicable license term;

"General LIMS Software" — the obfuscated source code version of our proprietary software application, and the executables developed by General LIMS and shipped with General LIMS virtual machine image file . Software includes any applicable Documentation, as well as any Updates to the Software that we provide you or that you can access under this Agreement. An "Update" is a Software release that we make generally available to our customers, along with any corresponding changes to Documentation.

"Customer" — entity that enters into this agreement.

"System Administrator" — representative(s) of the Customer that is in charge of General LIMS installation, initialization, and system administration.

"End user" — any person or machine account that Customer permits to access and use the General LIMS software.

"Confidential Information" — any of our business or technical information that we disclose or make available to you under this Agreement, whether in writing, orally, or by any other means, and including things like user manual, computer programs, scripts, data, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists. For the purposes of this Agreement, the Software and Documentation, and any copies of them, will be deemed to be our Confidential Information, regardless of whether it is marked as such.

2. License Grant

Subject to your compliance with the terms and conditions of this Agreement, we hereby grant you a limited, non-exclusive, non-transferable, to install, execute, and use the Software. You can make one copy of the Software for backup purposes only, provided that you reproduce all copyright and other proprietary notices that are on the original copy of the Software.

2.1 General LIMS License specifies the Start Date and End Date of the authorization to use the software. It will not work out of the period of time. End users will be reminded of the license renewal. A notice will be sent to the contact on the License File regarding the license renewal.

2.2 Customer controls access and use to the General LIMS software by end users. The maximum number of end users is specified by the Seats in the License File. Customer is responsible for the end users' use.

2.3 Customer can create as many accounts as the License granted. Customer has the option to delete the accounts that is no longer needed.

2.4 General LIMS software will not work on the system that the number of active user accounts exceeds the Seats the license granted.

3. Restrictions

We license the Software to you, we don't sell it. As between us, we own all right, title and interest in and to the Software, and any intellectual property rights associated with it and with our company. We reserve all rights in and to the Software that we don't expressly grant you in this Agreement. You agree not to, nor permit nor authorize any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or distribute the Software to third parties; (ii) host the Software for the benefit of third parties; (iii) disclose or permit any third party to access the Software; (iv) hack or modify the License File, or try to avoid or change any license registration process we may implement; (v) modify or create derivative works of the Software, or merge the Software with other software; (vi) decrypt, decompile, bypass any code obfuscation, or otherwise reverse engineer the Software or attempt to derive any of its source code, in whole or in part, except to the extent such activities are expressly permitted by law notwithstanding this prohibition; (vii) modify, obscure, or delete any proprietary rights notices included in or on the Software or Documentation; (viii) otherwise use or copy the Software in a manner not expressly permitted by this Agreement.

4. Feedback

During the term of this Agreement, you may provide us with feedback concerning the Software, or other comments and suggestions for new features or improvements (collectively, "Feedback"). You acknowledge that we will own all right, title, and interest in and to the Feedback, and you hereby irrevocably transfer and assign to us all of your right, title and interest in such feedback, including all intellectual property rights therein. At our request and expense, you agree to execute documents or take such further actions as we may reasonably request to help us acquire, perfect, and maintain our rights in the Feedback.

5. Delivery

We'll send the License File to you and make the Software available for you to download on a secure, access controlled website. You're responsible for maintaining the confidentiality of the License File, as you will need the information to access the service portal and download the software. Installation of the Software and any Updates are your responsibility.

6. Term and Expiration

6.1. Term. This Agreement starts on the Agreement Effective Date and, will continue to be in force until the End Date specified in the License File.

6.2. Effect of Expiration.

7. Warranty

General LIMS warrants that the Software will perform substantially as it did during the Free Trial time. If it does not and Customer notifies within the warranty term, General LIMS will at its options (a) return the price Customer paid for the License File covering the period since the issue was raised, or (b) repair or replace the Software.

8. Limitation of Liability

General LIMS's maximum liability for Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the License File during the 12 months before the incident.

9. Confidentiality

9.1 If the parties have entered into a non-disclosure agreement, those terms apply instead of this confidentiality section.

9.2. Restrictions on Use and Disclosure. You will not use our Confidential Information, except as permitted under this Agreement. You agree to maintain our Confidential Information in confidence, and protect it using at least the same degree of care as you use for your own information of a similar nature, but in all events at least a reasonable degree of care. You agree to take all reasonable precautions to prevent any unauthorized disclosure of our Confidential Information, including, without limitation, disclosing Confidential Information only to your employees, independent contractors, consultants, and legal and financial advisors (collectively, "Representatives"): (i) with a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this Section 9, and (iii) who are informed of the nondisclosure obligations imposed by this Section 9. You will be responsible for all acts and omissions of your Representatives. The foregoing obligations won't restrict you from disclosing our Confidential Information pursuant to the valid order or requirement of a court, administrative agency, or other governmental body, provided that you give us reasonable notice to enable us to contest such order or requirement. The restrictions set forth in this Section 9 shall survive the termination or expiration of this Agreement for any reason.

9.3. Exclusions. The restrictions set forth in Section 9.2 will not apply with respect to any Confidential Information that you can prove via documentary evidence: (i) was or became publicly known through no act or omission of yours or your Representatives; (ii) was rightfully known or became rightfully known to you without confidential or proprietary restriction from a source other than us, who had a right to disclose it; (iii) we approved the information for disclosure without restriction in a written document which was signed by a duly authorized officer; or (iv) you independently developed the information without access to or use of our Confidential Information.

10. Governing Law and Jurisdiction

This Agreement will be governed by and interpreted in accordance with the laws of the Province of Alberta, without giving effect to any principles of conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or provincial courts in Alberta and the parties irrevocably consent to the personal jurisdiction and venue there.

11. Miscellaneous

11.1. Severability. In the event that any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that can't be modified or reformed in this way will be deemed deleted, and the remaining provisions of this Agreement will continue in full force and effect.

11.2. Notices. Any notice, request, demand or other communication required or permitted under this Agreement should be in writing (e-mail counts), should reference this Agreement, and will be deemed to be properly given: (i) upon receipt, if delivered personally; (ii) upon confirmation of receipt by the intended recipient, if by e-mail; (iii) five (5) business days after it is sent by registered or certified mail, with written confirmation of receipt; or (iv) three (3) business days after deposit with an internationally recognized express courier, with written confirmation of receipt.

11.3.This Agreement is the only agreement between us, and the terms of any purchase order, written terms or conditions, or other document that you submit to us that contain terms that are different from, in conflict with, or in addition to the terms of this Agreement are hereby rejected by General LIMS, and will be void and of no effect.

Last updated: May 31 2023

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