SpectraBase End User License Agreement

LEGAL NOTICE:

The Bio-Rad SpectraBase database (the "Database") is made available by the Informatics Division of Bio-Rad Laboratories, Inc. ("Bio-Rad") to you, the end user ("You") in accordance with the terms and conditions of the following end user license agreement (the "Agreement"). For the avoidance of doubt, all references to "You" shall refer to the individual end user and any person or entity licensing the Database on the end user's behalf.

PLEASE READ THE AGREEMENT CAREFULLY. BY CLICKING ON THE "I Agree" BUTTON BELOW YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “I Agree” BUTTON.

LICENSE: Bio-Rad hereby grants to You a non-exclusive, non-transferable license to use the Database for Your own internal purposes as provided for under the terms of this Agreement. Any derivative work created from using the Database shall be used only internally by You and may not be transferred to any third party. You acknowledge that any violation of this Agreement by You could result in a termination of this License. You may use images of spectra and chromatograms arising from Your use of the Database in Your publications or presentations provided that You properly cite the image using the unique citation text available in the “Cite” link present on each unique web page in the Database and provided that You do not remove or obscure any copyright notices, proprietary marks, disclaimers, or legends. You may use images of chemical structures without permission or citation, and You may download and use chemical structure connection tables without permission or citation.

TITLE: You agree that the Database, and any and all updates, versions, modifications, enhancements, improvements, and copies thereof, and all information and intellectual property contained therein, is proprietary to Bio-Rad, embodying substantial creative efforts and proprietary information, ideas, intellectual properties and expressions, and that the furnishing thereof does in no way constitute the granting or waiver, by Bio-Rad, of its proprietary interest or exclusive rights therein. Bio-Rad reserves all rights to the Database not expressly granted herein.

LIMITATIONS ON USE: You shall not (1) sell, license, lease, lend, loan or otherwise transfer possession of any physical object containing the Database to any person or entity, or otherwise distribute the Database, or use the Database as a part of a service bureau, Application Service Provider (ASP), or similar structure that allows third parties to use or benefit from the use of the Database, whether over the internet or otherwise; (2) copy, reformat, rearrange, excerpt or modify or otherwise reverse engineer all or any part of the Database for any purpose; or (3) remove any proprietary marks, disclaimers, legends, or copyright notices that appear in any image of a spectrum or chromatogram arising from the Database used under the terms of this Agreement.

DISCLAIMER OF WARRANTY: BIO-RAD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DATABASE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. THE DATABASE IS FURNISHED "AS IS", WITH ALL FAULTS, AND BIO-RAD DOES NOT WARRANT THAT USE OF THE DATABASE WILL BE UNINTERRUPTED OR THAT THE OPERATION OF THE DATABASE WILL BE ERROR FREE.

LIMITATION OF LIABILITY: IN NO EVENT SHALL BIO-RAD BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF DATA, LOST PROFITS OR LIABILITY OR INJURY TO THIRD PERSONS OR ENTITIES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER FORESEEABLE OR NOT, REGARDLESS OF WHETHER BIO-RAD HAS BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGE. BIO-RAD WILL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM USE OF THE DATABASE WHICH IS NOT IN ACCORDANCE WITH THE DOCUMENTATION PROVIDED WITH THE DATABASE. You hereby agree to indemnify, defend and hold harmless Bio-Rad from any and all liability arising out of or in connection with Your proper or improper and unauthorized use of the Database or any parts of it. In no event shall You be entitled to any damages in excess of Your payments to Bio-Rad hereunder in the preceding twelve (12) month period.

CONFLICTING TERMS: The terms of this Agreement shall take precedence over any conflicting terms which may be in Your purchase order or Bio-Rad's or its agent's invoice.

THIRD PARTY CONTENT: You acknowledge that the Database may include content from third parties, and terms and conditions of this Agreement apply with equal force to such third party content , and such third parties are beneficiaries of this Agreement.

TERMINATION: This Agreement and the license granted herein shall continue until the end of the license term or until terminated as described in this Section. If You breach this Agreement, Bio-Rad shall have the right to terminate this Agreement immediately, without prior notice. Breaches of this Agreement include but are not limited to the unauthorized sale, use or distribution of the Database or any derivative work, or any portion or enhancement of the Database or any derivative work, to any third party. You shall be responsible for any damages caused to Bio-Rad which may result from Your breach of this Agreement, including Bio-Rad's costs and damages occasioned by act or omission on Your part, and its damages in enforcement of this Agreement. The remedies specified herein are cumulative, and are in addition to any other remedies which Bio-Rad may have at law. You may terminate the license at any time by written notice to Bio-Rad. Upon termination for any reason, You shall discontinue use of the Database and any derivative work, return or destroy any and all copies of the Database and destroy any and all copies of any derivative work, in whatever form, and agree to certify to such destruction upon Bio-Rad's request.

GOVERNING LAW: This Agreement shall be governed by the laws of the United States of America and of the State of California, without regard to conflict of laws.

ASSIGNMENT: This Agreement may not be transferred or assigned without Bio-Rad's prior written consent.

JURISDICTIONS: Some states, countries or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties, or other terms hereof, so such terms may not apply. Any decision by a court of competent jurisdiction invalidating or holding unenforceable any part of this Agreement shall not affect the validity and enforceability of any other part of this Agreement.

U.S. GOVERNMENT END USERS: The Database and related documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Database clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Database -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer for such purpose is Bio-Rad Laboratories, Inc.

EXPORT COMPLIANCE REQUIREMENTS: Export of any Bio-Rad product or technical information relating to the product (i.e., manuals, memoranda, specifications, schematics, etc.) outside of the United States is subject to U.S. export control and trade sanctions laws and regulations, including but not limited to the U.S. Export Administration Regulations ("EAR") and regulations maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") (together "Export Controls").

You agree that You shall not use, download or otherwise export, re-export or transfer any Bio-Rad product or technical information except in full compliance with all United States and other applicable Export Controls, In particular, unless otherwise authorized under applicable Export Controls or by license issued by relevant government authorities, You shall not:

1. use or download any Bio-Rad product or related technical information if You are located (even temporarily) in any embargoed or restricted* countries (currently including but not limited to Cuba, Iran, North Korea*, Sudan, and Syria*); or

2. export, re-export, sell, license, or otherwise provide or transfer, directly or indirectly, any Bio-Rad product or technical data (or the direct product thereof) to the embargoed or restricted* countries (currently including but not limited to Cuba, Iran, North Korea*, Sudan, and Syria*) or to any person or entity located in, under the control of, or acting on behalf of the governments of such countries; or

3. export, re-export, sell, license or otherwise provide or transfer any Bio-Rad product to Your customers or any intermediate entity in the chain of supply if any Bio-Rad product will be used in the design, development, production, stockpiling or use of missiles, chemical or biological weapons or for nuclear end uses; or

4. export, re-export, sell, license or otherwise provide or transfer, directly or indirectly, any Bio-Rad product or related technical data to any person or entity identified by the U.S. Government as a person/entity to whom transfers of such products/data are restricted, including but not limited to persons identified on the Department of Commerce's Entity List, Unverified List, Denied Party List, OFAC's List of Specially Designated Nationals and Other Blocked Persons and the U.S. Department of State's proliferation lists. (For the current U.S. listings, please refer to: http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm)

All rights to use the Bio-Rad product(s) are granted on condition that such rights are forfeited if You fail to comply with the terms of these Export Compliance Requirements.

For more information regarding U.S. export laws and regulations and to obtain a current and complete list of all countries subject to U.S. export restrictions and embargoes, contact the U.S. Department of Commerce and the U.S. Department of the Treasury, Office of Foreign Assets Control.

If the terms stated in this Agreement are acceptable to You, then click on the "I Agree" button. Further opening or downloading this Database indicates Your acceptance of the terms and conditions contained in this Agreement.

COPYRIGHT NOTICE: Copyright © 2018 Bio-Rad Laboratories, Inc. All rights reserved. SpectraBase EULA (Rev. March 2018)