ImmuneQuest End-User License Agreement (EULA)

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE. Syandus Inc. (“Syandus”) will license the ImmuneQuest software (“Software” as defined below) to you only if you first accept the terms of this Agreement. By using the Software you agree to these terms. If you do not agree to the terms of this Agreement, promptly uninstall the software.


1. LICENSE.

1.1 Use of the Software.


Subject to the terms and conditions of this Agreement, Syandus grants the end user (“You”) a non-exclusive, non-assignable, non-transferable, revocable license to use the Software in object code form only for your own internal requirements.


You are entitled to install the Software on up to five computers/devices, all using the same personal account established by You for your personal use. You shall not share your copy and it’s purchased components, if applicable, with others. If we detect that your account may be shared by others, we reserve the right to suspend your account.


The Software is copyrighted and is licensed, not sold. Title does not pass to the end user. The Software provides for automatic and manual updating of the content. Updates are included as part of the Software in this Agreement.


1.2 In App Purchases.


All In-App Purchases shall be done through the Distributor that you originally downloaded the App from or through one of our third party payment service providers (each a "Payment Processor"). If you choose to make an in-App Purchase you agree:

  1. that the services of Distributors or Payment Processors may be used to process transactions;

  2. to review and be bound by the Distributor's or Payment Processor's terms of use and privacy policy;

  3. to only provide valid and current information for yourself; and

  4. except as expressly set forth herein, that all purchases are final and non-refundable.


You acknowledge that you may need to hold, or register, an active account with the Distributor or Payment Processor in order to complete a purchase. We are not responsible or liable for any activities or conduct of a Distributor or Payment Processor, and you agree to hold us harmless, and expressly release us, from any and all liability arising from the conduct of a Distributor or Payment Processor.


1.3 Definitions and Ownership.


“Software” shall mean the original program and all whole or partial copies of it, including digital content and software code (in any form) provided as part of this software application and any and all updates to the Software.


“Services” shall mean the computer resources and activities provided by Syandus or authorized third parties on an ongoing basis to support the functionality of the Software and additional services offered through the Software and ImmuneQuest.com.


All components of the Software are owned by Syandus unless indicated otherwise. Syandus shall own all software code, digital delivery components, content contained therein, user interfaces and interface designs, interactive components, networking components, associated logos, databases, screen displays of the content and other software code, including software code that delivers visual, audio and interactive functionality, and may include associated media, printed materials, and "online" or electronic documentation. Syandus shall own all Intellectual Property Rights therein and rights to apply for Intellectual Property Rights thereto. The Software may also include intellectual property owned by third parties and each third party retains all rights to its intellectual property.

1.4 Restrictions.


You will ensure that you use the Software in compliance with the terms of this Agreement and all applicable laws.


You shall not:

  1. sell, lease, rent, lend, assign, sublicense or otherwise transfer all or any part of the Software;

  2. modify, translate, decompile, disassemble, create or attempt to create, by reverse engineering or otherwise, the Software to create a derivative work or use the Software to create a standalone software program that incorporates any portion of the Software, makes direct function calls to or operation of which is otherwise dependent upon any portion of the Software;

  3. create or develop or contribute to the creation or development of any program or suite of programs functionally similar to the Software unless independently developed by You without access or reference to the Software;

  4. remove, obscure or alter any copyright or trademark notices, restricted rights legends or other notices of proprietary rights that appear or are contained on or in the Software including those of Topic Sponsors;

  5. use the Software in violation of copyright laws;

  6. modify, translate, adapt or create other works based upon the Software, including video capture of any displays of the Software and integrating all or part of the Software into other works without specific written permission by Syandus;

  7. modify or automate the install or uninstall functionality, electronically manipulate any Syandus software files, or disable any of the Software components;

  8. make a copy of the Software available on a network that is not provisioned by Syandus where it could be seen or used by multiple users;

  9. use the Software to provide service to any third party or act as a service bureau; or

  10. export or re-export the Software in violation of the applicable export regulations or any other applicable law.


Syandus may directly enforce their rights with respect to the foregoing against You and/or any end-user.


1.5 Privacy Statement.


You agree to the terms of the Privacy Statement available here.


You agree to provide personal information such as your name, email address, and other information when required for Syandus to perform Services. The Software will collect technical information about your computer system and internet connection to optimize the experience and provision requested services. The Software will also collect utilization information including interactions within ImmuneQuest which from time to time may be shared with third parties. Syandus may contact you by email to make you aware of additional services or resources available. Syandus will not rent or sell your email address to any third party.


1.6 Services.


Syandus reserves the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Syandus be liable for the removal of or disabling of access to any such Services. Syandus may also impose limits on the use of or access to certain Services, in any case and without notice or liability.


Certain Services may include materials from third parties or links to certain third party web sites. You acknowledge and agree that Syandus is not responsible for the content or accuracy of any such third-party material or web sites. Links to other web sites are provided solely as a convenience to you.


1.7 Transfer of Rights and Obligations. You may not transfer any of your license rights and obligations for the Software to another party.


2. NO WARRANTY.


EXCEPT WHERE AND TO THE EXTENT REQUIRED BY LAW, SYANDUS MAKES NO WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, (I) THE WARRANTY OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE SOFTWARE AND (II) ANY WARRANTIES CONCERNING THE SECURITY, RELIABILITY OR PERFORMANCE OF ANY SERVICES OR TECHNICAL SUPPORT, IF ANY.


3. LIMITATION OF LIABILITY.


  1. EXCEPT WHERE AND TO THE EXTENT REQUIRED BY LAW, NEITHER SYANDUS WILL BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR ANY INCIDENTAL, SPECIAL, OR OTHER ECONOMIC CONSEQUENTIAL DAMAGES, EVEN IF SYANDUS IS INFORMED OF THEIR POSSIBILITY. IN ANY CASE, SYANDUS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S. $5.00. Certain states prohibit the limitation of liability in certain cases, so the above may not apply to You in all instances.


4. TERMINATION. Syandus may terminate your license if You fail to comply with the terms of this Agreement. If Syandus does so, You must immediately uninstall the Software and destroy all copies You made of it. Syandus may suspend your account if it detects that your account may be shared with others.


5. EXPORT CONTROL. You represent that entering into this License with Syandus will not violate any applicable export laws and regulations, including but not limited to the U.S. Export Administration Regulations. You further represent that You are not currently debarred, suspended or otherwise prohibited or restricted from exporting, re-exporting, receiving, purchasing, processing or otherwise obtaining any item, product, article, commodity, software or technology regulated by any agency of the United States. Unless authorized by U.S. regulation or Export License, You will not export or re-export, directly or indirectly, any Software or technology received from Syandus or included as part of the Software, or allow the direct product thereof to be exported or re-exported, directly or indirectly, to (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. You agree to indemnify and hold harmless Syandus, if applicable, from any costs, penalties or other losses caused by, or related to, any violation or breach of this provision.


6. U.S. GOVERNMENT RESTRICTED RIGHTS. You represent that You are not an agency of the federal government nor are you obtaining Software pursuant to a federal government contract or with federal government funds. If You are acquiring any Software on behalf of any unit or agency of the United States Government, then You must contact Syandus in writing prior to accepting this Software. Syandus may not grant you a license to the Software unless you first obtain the Government's agreement as follows:


(a) if the Software is being supplied to the Department of Defense ("DOD"), the Software must be classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights," and as to the Documentation the Government is acquiring only "limited rights" (as these terms are defined in Clause 252.227-7013 of the DFARS); and


(b) if the Software is being supplied to any unit or agency of the United States Government other than DOD, the Software must be classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" and as to the Documentation the Government is acquiring only "limited rights" (as those terms are defined in Clause 52.227-19 of the FAR or, in the case of NASA, in Clause 18-52.227-86 of the NASA Supplement to the FAR).


7. DISPUTE RESOLUTION. The parties will use commercially reasonable efforts to discuss, negotiate and resolve any dispute between the parties with respect to this Agreement. Any controversy, claim or dispute arising out of or relating to the performance, construction, interpretation or enforcement of this Agreement, including disputes as to the scope of this Section shall, if not resolved through such negotiations between the parties, be submitted to mandatory, binding, confidential arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1 et seq. Arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration award shall be final and binding and it may be confirmed and enforced in any court of competent jurisdiction. The arbitration proceeding shall commence no later than forty-five (45) days from the date of the selection of the arbitrator. The arbitrator shall issue the Award no later than thirty (30) days from the close of the hearing. The place of arbitration shall be in Philadelphia, Pennsylvania.


8. GENERAL TERMS. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to Pennsylvania's choice of law or arbitration provisions. The terms, provisions, representations, and warranties contained in this Agreement that by their sense and context are intended to survive the performance thereof by either party or both parties hereunder shall so survive the completion of performance, expiration or termination of this Agreement. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect. The parties shall negotiate in good faith to substitute a valid, legal, and enforceable provision that reflects the intent of such invalid or unenforceable provision. Either party's failure to enforce any of the terms or conditions herein or to exercise any right or privilege, or either party's waiver of any breach under this Agreement, shall not be construed to be a waiver of any other terms, conditions, or privileges, whether of a similar or different type.


9. CHANGES TO THIS AGREEMENT. Syandus reserves the right to change this Agreement from time to time without notice. The new Agreement must be accepted to continue to use the Software.


Copyright © 2014 Syandus Inc. All rights reserved.

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