End User License Agreement (“Agreement”) Green Button Go

By clicking on ‘I accept’ (or similar acceptance mechanism) or by installing, downloading, or accessing any versions of the Green Button Go or its connected drivers (“Licensed Software”), you (either an individual or a single entity, including your employers and personnel of such employers, collectively “Licensee”) acknowledge that you have read, understood, and agree to be bound by the following terms and conditions.

The Licensee represents that it has the authority to enter into this Agreement personally, or if on behalf of a company to bind that company to the terms of this Agreement. If Licensee does not agree to all terms and conditions of this Agreement, or if Licensee does not have such authority, Licensee must not click on ‘I accept’ and must not use the Licensed Software. Biosero, Inc. (“Biosero”) may at any time and at its sole discretion modify these terms by posting revised or additional terms and conditions on its website (https://biosero.com/eula) or within Licensed Software, including within or accompanying software updates or revisions. Such modifications shall be effective immediately upon posting, and licensee’s continued use of Licensed Software and any revisions or updates after the modifications have become effective shall be deemed Licensee’s conclusive acceptance of the modified terms.

Biosero holds all right, title, and interest in and to the Licensed Software and all associated websites, platforms, and applications, and is the sole and exclusive owner of https://biosero.com/eula (the ‘Website’). This Agreement is entered into by and between Biosero, Inc. and Licensee. Biosero and Licensee are individually referred to herein as a “Party” and collectively referred to as the “Parties”.

The Licensed Software may include associated software components, media, printed materials, and “online” or electronic documentation. The Licensed Software is protected by copyright laws and intellectual property laws and is not sold to Licensee but licensed and for use only under the terms of this Agreement. This Agreement represents the entire agreement concerning the Licensed Software between Licensee and Biosero, and it supersedes any prior proposal, representation, or understanding between the parties.

1. GRANT OF LICENSE

The Licensed Software is licensed as follows:

Installation and Use

Subject to Licensee’s full and ongoing compliance with this Agreement, including without limitation payment of all applicable license fees, Biosero grants Licensee the right to install and use 1 (one) copy of the Licensed Software activated by a license key on a single device owned, leased, or otherwise controlled by Licensee, at a single time (the “Authorized Device”). If Licensee has multiple license keys for the Licensed Software, Licensee may install and use as many copies of the Licensed Software as Licensee has license keys, in each case, on an Authorized Device and only as authorized herein. The Licensed Software may not be used on, distributed to, or installed on a greater number of devices than Licensee has license keys. If Licensee uses or distributes the Licensed Software to multiple users, Licensee must ensure that the number of Authorized Devices does not exceed the number of license keys Licensee has obtained, or Licensee will be in breach of this Agreement and such use and distribution is unlicensed.

1.2 Backup Copies

Licensee may also make copies of the Licensed Software as may be necessary for backup and archival purposes only. Any such copies of the Licensed Software shall include any copyright or other proprietary notices that were included on such materials when Licensee first received them. Except as authorized in this Section 1.2, no copies of the Licensed Software, documentation or license keys, or any portions thereof, may be created by Licensee or any person under Licensee’s authority or control.

1.3 Support Services

Biosero may provide Licensee with support services for the Licensed Software (“Support Services”). Any supplemental software code provided within these services is deemed integral to the Licensed Software and subject to the terms and conditions of this Agreement. Licensee acknowledges Biosero’s discretion in releasing any enhancements, revisions, or modifications to the Licensed Software and agrees not to assert rights over such updates.

2. PROHIBITIONS AND RESTRICTIONS

Any use of the Licensed Software in a manner not authorized by this Agreement is prohibited. Licensee agrees not to copy, reproduce, distribute, republish, remove, or alter any copyright notices, download, display, post or transmit the Licensed Software in any form or by any means. Licensee agrees not to make the Licensed Software available to any third party, including by assigning, sublicensing, selling, leasing, distributing, hosting, outsourcing, or otherwise transferring the Licensed Software or license keys. Use of the Licensed Software is limited to the functionality made available by Biosero, and Licensee agrees not to circumvent or remove any protective feature or any restriction on usage of the Licensed Software. Licensee agrees not to reverse engineer, decompile, disassemble, modify, create derivative works of, or otherwise use the Licensed Software to develop another product or service. Licensee agrees not to interfere with or disrupt servers, networks or the hosting of data by Biosero or its service providers, including by transmitting computer viruses or other malicious computer code, programs or files. Licensee will not engage in nor permit or assist a third party to perform any action prohibited by this Agreement. Licensee must comply with all applicable laws regarding use of the Licensed Software. If any unauthorized action is performed, it will constitute breach of this Agreement and Licensee must notify Biosero immediately.

3. PRODUCT CHANGES

Licensee acknowledges and agrees that Biosero may, at its discretion, modify and/or discontinue the Licensed Software, its versions, features, and support maintenance at any given time, for various reasons including but not limited to fluctuations in market demand, technological advancements, emerging security paradigms, as well as evolving regulatory frameworks and industry standards.

4. TERM, TERMINATION, AND SURVIVAL

This Agreement is effective on the date accepted by Licensee and shall continue unless and until terminated by Biosero. Should material breach on the part of Licensee occur, Biosero may terminate this Agreement immediately upon notice to Licensee. If terminated, the license granted hereunder shall also terminate, however, any terms intended to survive termination will remain in effect. Upon termination, Licensee agrees to destroy all copies of the Licensed Software in Licensee’s possession. Licensee’s obligations under sections 7-10 shall survive the expiration or termination of this Agreement. Except as expressly set forth herein, all fees paid or payable are non-refundable to the maximum extent permitted by law.

5. FEEDBACK

Biosero shall be free to use any ideas, concepts, suggestions, or techniques contained in information received from Licensee that directly relates to the Licensed Software (“Feedback”) for its own business purposes. Biosero may incorporate modifications or changes based on Feedback to the Licensed Software into any products that Biosero may license to its customers. Biosero may, at it sole discretion novate, assign, subcontract or transfer any of its rights or obligations hereunder.

6. PERMITTED THIRD PARTY USAGE

Portions of the Licensed Software may operate or interface with software or other technology that is licensed to Biosero from third parties, which is not proprietary to Biosero, but which Biosero, has the necessary rights to sublicense to Licensee. Licensee acknowledges and agrees to use such third-party software in accordance with this Agreement, that no third party licensor makes any warranties, conditions, undertakings or representations of any kind, either express or implied, to Licensee concerning such third-party software or the products themselves, and no third-party licensor will have any obligation or liability to Licensee as a result of this Agreement or Licensee’s use of such third party software. Such third-party software may be licensed under license terms which grant Licensee additional rights or contain additional restrictions in relation to such materials, beyond those set forth in this Agreement. For the avoidance of any doubt, such additional rights and/or restrictions apply to the third-party software on a standalone basis; nothing in such third-party licenses shall affect Licensee’s use of the Licensed Software in accordance with the terms and conditions of this Agreement.

7. COPYRIGHT

All title, including but not limited to copyrights, in and to the Licensed Software and any copies thereof are owned by Biosero or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Licensed Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants Licensee no rights to use such content. All rights not expressly granted are reserved by Biosero.

8. WARRANTIES

Biosero warrants that the Licensed Software provided under this Agreement will perform substantially in accordance with the accompanying documentation for a period of twelve (12) months from the date of purchase. If during this period the Licensed Software does not perform as warranted, Biosero will, at its option, either replace the Licensed Software or refund the license fee paid by Licensee. This limited warranty is void if failure of the software has resulted from accident, abuse, or misapplication.

Except as expressly provided herein, the Licensed Software is provided “as is” and “as available” without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and noninfringement. Biosero does not warrant that the Licensed Software will be error-free or uninterrupted, or that defects will be corrected. No oral or written information or advice given by Biosero or its authorized representatives shall create a warranty.

Biosero does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links, or other items contained within the Licensed Software. Biosero makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Biosero further expressly disclaims any warranty or representation to authorized users or to any third party.

9. LIMITATION OF LIABILITY

To the fullest extent allowed by applicable laws, in no event shall Biosero or its service providers, officers, directors, employees, agents, partners, successors, third-party suppliers or assigns be liable for any incidental, special, exemplary, indirect, consequential or punitive damages, including but not limited to, any damages from errors or omissions, unintended results, failure to work as intended, defective or inadequate products, bodily injury or illness, including bodily injuries due to moving parts, property damage (such as damage to hard drives or USB storage devices, files and data), damage to Licensee’s or a third party’s property, viruses, harmful code or other harmful components, incompatibility with software, systems or services, inaccuracies, incompleteness, communication disruptions or failures, cyber-attack, breaches in data security, data sabotage, network penetration, theft, including theft of designs, proprietary or confidential information, business interruption, harm to business reputation, loss of profits or other financial loss, product, use, business opportunity or revenue, loss or inaccuracy of data or cost of procurement of substitute goods, services or technology however caused, even if Biosero has been advised of the potential for such damages. In no event shall Biosero’s cumulative liability hereunder exceed the amount paid by Licensee for the Licensed Software.

10. GOVERNING LAW AND DISPUTES

This Agreement and its formation, operation and performance shall be governed, construed and enforced in accordance with the substantive laws of Sweden for users located outside the borders of the United States of America, and the laws of the State of Delaware, USA, for users located within the United States of America, without regard to choice of law principles, and all claims relating to or arising out of this contract, or the breach thereof, whether in contract, tort or otherwise, shall likewise be governed by the laws of the State of Delaware, without regard to choice of law principles. Each Party hereby submits to the personal jurisdiction of the state and federal courts of Delaware and waives any jurisdictional, venue, or inconvenient forum objections to such courts. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of that provision or any other provision of this Agreement in the same or any other jurisdiction. The failure of either Party to insist upon performance of any of the provisions of this Agreement or to pursue its rights under this Agreement shall not be construed as a waiver of any provision or the relinquishment of any rights. Any portion of this Agreement that is found to be unenforceable, invalid, or illegal shall not have any effect on the remainder of the Agreement. If the Parties have signed another written agreement covering the use of the Licensed Software whereby there is a conflict between that agreement and this Agreement, the terms and conditions of the Agreement shall take precedence. Biosero may, at any time, amend the terms and conditions of this Agreement without limitation. Licensee acknowledges and agrees to all amended terms and conditions effective on the date of the change. All changes shall immediately supersede any prior version of the Agreement.