Terms and conditions
SARTORIUS General license conditions
By downloading and/or installing the product, or by using or continuing to use
the product (as the case may be) you, the licensee, agree to be subject to andbound by the terms of this agreement between you and “Sartorius” ashereinafter defined. If you do not agree to these terms, you should not
download and/or install the product and immediately return all materials andfiles to the authorized distributor or Sartorius for a full refund of the license fee
you paid, if any.
Sartorius may track your usage of the software, including without limitation,
usage pattern of the software and technical information regarding theoperation system for Sartorius’ internal use. Sartorius shall use thisinformation to improve the software and enhance the user’s experience. This
tracking is completely anonymous and no personal information will becollected. Should you not want Sartorius to track such usage, please contact
Sartorius by sending an email to umetrics_support@sartorius.com stating thatyou would like to opt out of this feature. Note, instruction for opting out may
take up to seventy-two (72) hours from the time the email is received by
Sartorius.
1. DEFINITIONSWhenever used in this Agreement the following terms shall, to the extent the context
does not require otherwise, have the following meaning;“Activations” means each time Licensee creates a copy of the Product or enters in
the key code.
“Agreement” means these Sartorius General License Conditions, applicable between
Sartorius and Licensee.
“Effective Date” means the earlier of (i) the date when Licensee has purchased theLicense from Sartorius, an affiliate of Sartorius or an authorized reseller or distributorof Sartorius, as the case may be, in consideration of the License Fee or (ii) the datewhen Licensee has downloaded or installed the Product.
“License” means the license granted by Sartorius pursuant to Section 3.
“License Fee” means the compensation to be paid by Licensee in consideration of
the delivery of the Product and the grant of the License.
“Maintenance Arrangement” means as set out in Section 3.2.
“Product” means the software, i.e. the computer program in machine-readable object
code form (including documentation and any accessories), which is downloaded or
installed, including any patches, bug fixes, upgrades, enhancements and newversions of the Product which are provided as a result of a Maintenance
Arrangement, if applicable.
“Product Specification” means the Sartorius’ published list of the Product’s
capabilities Sartorius either supplied together with the Product or available on the
Sartorius website.
“Term” means the period of time beginning on the Effective Date through the earlierof: (i) the time period set forth in the Sartorius Quote or (ii) as set forth in the key
code for each License.
“Third Party Product” means a computer program or any other component includedin the Product which Sartorius has not developed, but to which Sartorius has been
granted a right from a third party to use as part of, or together with, the Product.
“Sartorius” means (i) Sartorius Stedim Data Analytics AB, reg. no. 556237-7308, a
company duly incorporated and organized under the laws of Sweden and having its
principal office at Östra Strandgatan 24, 903 33 Umeå, Sweden, being the owner of
the associated intellectual property rights in the Product, and/or (ii) subsidiaries andaffiliates of Sartorius Stedim Data Analytics AB as identified in the Sartorius Quote,which subsidiaries and affiliates have been granted the contractual right by Sartorius
Stedim Data Analytics to resell the Product to end users on the terms set out inthese terms and conditions.
“Sartorius Quote” means the Sartorius order form either in hard copy or if licenses
are purchased through Sartorius’ website, the Sartorius order confirmation.
“User” means the single (1) physical person designated by the Licensee as the
person having the right to use the Product under the License under the terms of thisAgreement.
“University License” means a license to use the Product pursuant to Section 3.1(b) of
this Agreement and subject to the number of Activations, Users and/or otherrestrictions pursuant to Sartorius’ Quote during the Term.
2. ACCEPTANCE OF LICENSE TERMS
By downloading, installing the Product and/or entering in the license key code (asthe case may be), the Licensee agrees to and accepts the terms of the License (asset forth in this Agreement) under which Licensee benefits from a non-exclusive rightto use the Product in accordance with the terms set out in this Agreement.
3. LICENSE TERMS
3.1 Sartorius hereby grants to Licensee a non-exclusive, non-transferable right toLicensee to use the Product in object code form only during the Term for: (a) its
internal business purposes only or (b) if a University License, for research andeducational purposes only or (c) if an individual is purchasing this license, for theindividual’s private use, in each case, each license is subject to the terms andconditions hereof, any restrictions or parameters in the Sartorius Quote and subject
further to the functionality listed in the Sartorius Quote. The Product may only be
used by the registered User and not by other employees, agents or consultants ofLicensee. Licensee may install and use the Product on a maximum of one single
work station/computer and may not install the Product on a server which may beaccessed by multiple users through a network, unless the Sartorius Quote
specifically provides that Licensee may do so. Notwithstanding installation of the
Product on more than one (1) work station/computer, and for the avoidance of doubt,
the Product is restricted to use only by the User, unless otherwise specificallyprovided for in the Sartorius Quote.
3.2 The License includes a right to use updates, upgrades (“Enhancements”) to the
Product that Sartorius may develop and deliver during the Term, provided that,
Licensee is current on maintenance and support that expressly entitles the Licensee
to receive such Enhancements to the Product from Sartorius (“Maintenance
Arrangement”). After receiving an Enhancement to the Product, the Licensee may nolonger use the software that formed the basis for its upgrade eligibility. New versionsof the Product must be licensed separately from Sartorius. Maintenance
Arrangements, including without limitation support, are not offered for University
Licenses.
3.3 The License granted herein does not include the right to disassemble,
decompile, reverse engineer (except to the extent such restriction is prohibited byapplicable local law in order to obtain interoperability), modify, copy, enhance,translate or create any works derivative of the Product or to permit any other person
to have access to the Product by means of timesharing, hosting, application service
provider, service bureau, remote computing services, networking, batch processingor any other means, nor permit the whole or any part of the Product to be combinedwith or become incorporated in any other programs other than as set out in the
Product Specification. Licensee may not pledge, assign, sublicense, lease, timeshare or otherwise transfer, in whole or in part, the Product, without the prior writtenconsent of Sartorius.
4. DURATION OF LICENSE
The License shall commence on the Effective Date and shall, subject to Licensee’s
continued compliance with the terms of this Agreement, continue during the Term,
unless earlier terminated as provided in this Agreement. The License shall terminate
immediately upon the earlier of (i) the expiration of the Term or (ii) termination of thisAgreement, pursuant to the terms of this Agreement. Licensee acknowledges that
the Product may automatically cease operating upon the expiration or termination ofthis Agreement. Sartorius shall have no liability for remotely turning off the Productupon expiration or termination of this Agreement via a Product key.
5. PROPRIETARY RIGHTS

Licensee is aware of and accepts that the Product is and shall remain the property ofSartorius, or its licensor(s), and that nothing herein shall be construed as transferring
any rights whatsoever in the Product from Sartorius to Licensee, except as expressly
set out herein.
6. WARRANTY
6.1 To the extent the Term is longer than 90 days, and provided the License is not a
University License or evaluation license, for a period of 90 (ninety) days from the
Effective Date (“Warranty Period”), Sartorius warrants that the Product will function
generally in accordance with the Product Specification. Notwithstanding theforegoing, Sartorius has no obligation whatsoever for errors in the Product caused byor related to any Third Party Products.
This warranty shall only apply if;(a) the Product is used under normal conditions and in accordance with the ProductSpecification;(b) Licensee without undue delay has given Sartorius notice of any errors, defect,non-conformities or deviations of the Product and has provided a warranty fault
report to Sartorius presenting a specification of the error, promptly after the error has
been discovered by Licensee;(c) any error, defect, non-conformity or deviation of the Product was not caused byinter-working equipment or software not supplied under this Agreement;(d) any error, defect, non-conformity or deviation of the Product was not caused by
Licensee’s use of the Product together with equipment or software, other thanprescribed by Sartorius; and(e) Licensee has given Sartorius every opportunity to remedy such error, defect,non-conformity and deviation.
6.2 The express warranties set forth in Section 6.1 above are the only warranties
made to Licensee and are provided in lieu of any other express warranties or similar
obligations (if any) created by any advertising, documentation, packaging, or othercommunications. Except for the warranty contained in section 6.1 above, and tothe maximum extent permitted by applicable law, Sartorius provides the
product, maintenance arrangement and support services (if any) as is and withall faults, and hereby disclaims all other warranties and conditions, whether
express, implied or statutory, including, but not limited to, any (if any) implied
warranties, duties or conditions of merchantability, of fitness for a particularpurpose, of reliability or availability, of accuracy or completeness of
responses, of results, of workmanlike effort, of lack of viruses, and of the lackof negligence, and the provision of or failure to provide support or otherservices, information, software, and related content through the product orotherwise arising out of the use of the product.

7. INTELLECTUAL PROPERTY RIGHTS INDEMNITY
7.1 Sartorius will indemnify and hold Licensee harmless against all claims that an
unmodified version of the Product infringes a patent or copyright, and Sartorius will
pay all resulting costs, damages and reasonable attorneys’ fees finally awarded,
provided that Licensee notifies Sartorius in writing of any such claim in sufficient timeto enable Sartorius to effectively defend any such claim, Sartorius has sole control ofthe defense and all related settlement negotiations and Licensee fully cooperates
with Sartorius in the defense and all related settlement negotiations. In the event that
it is reasonably determined by a court of competent jurisdiction that use of the
Product by Licensee is restricted or prohibited by reason of such infringement,
Sartorius, at its sole option, may: (a) obtain for Licensee the right to continue using
the Product; or (b) modify the Product such that the Product (as modified) becomes
non-infringing; or (c) provide a refund to Licensee based upon amortization of theLicense Fee on a straight-line basis over five (5) years from the Effective Date.
7.2 The provisions of Section 7.1 above shall not apply to any claim arising out ofdesigns, specifications, modifications or enhancements originating with, or requested
by Licensee, nor shall it apply to the combination of the Product with otherequipment or software not supplied by Sartorius if such infringement or
misappropriation would not have occurred but for such combination. This section
states Sartorius’ sole liability hereunder with respect to infringement of any
intellectual property and proprietary rights.
8. LIABILITY OF LICENSEE
Licensee shall be responsible for its activities related to the use of the Product.
Licensee undertakes to indemnify and hold Sartorius harmless from any liability
resulting from any unauthorized use of the Product or the copies thereof by Licensee
or by a third party who has obtained, lawfully or unlawfully, the Product or copies
thereof from Licensee, including, but not limited to, claims from third parties,
damages, lost profits and additional license fees for Sartorius or other costs,
including reasonable attorneys’ fees.
9. LIABILITY OF SARTORIUS
The following shall apply with regard to Sartorius’ liability under this Agreement;
9.1 To the maximum extent permitted by law, Sartorius’ entire liability and Licensee’s
exclusive remedy for any breach of the warranties contained in Section 6 or any
other liability relating to the Product shall be, at Sartorius’ option, to repair, replace ormodify the Product. In the event Sartorius considers, at its sole discretion, that noneof the above alternatives is possible at a reasonable cost to Sartorius, then Licensee
shall be obliged to stop using the Product (whereupon the Agreement shall beconsidered as terminated with immediate effect) and the Licensee will in such caseas full and final compensation obtain a pro-rata refund of the price paid for the
Product license, based upon amortization of the License Fee on a straight-line basis
over five (5) years from the Effective Date. The foregoing shall be Sartorius’ soleobligation and Licensee’s sole remedy for a breach of warranty or any other liability

relating to the Product by Sartorius.
9.2 To the maximum extent permitted by law, Sartorius shall not be liable for any
indirect, consequential, special or punitive damages arising from this agreement
such as commercial loss, loss of orders, any commercial disturbance, loss of profits(irrespective of whether lost profits constitute direct or consequential damages), lossof data or third party claims, even if Sartorius has been advised of the possibility ofsuch damages.
Further, to the maximum extent permitted by law, the liability of Sartorius forany and all causes with respect to the product, breach of contract, warranty orotherwise, shall in aggregate not exceed the license fee paid, unless suchliability has been directly caused by Sartorius’ gross negligent act or omission
or wilful misconduct.
9.3 The parties acknowledge that the limitations and exclusions of liability arereasonable in the context of this Agreement and, in particular, recognize that the
License Fee has been agreed on the basis of the limitations and exclusions ofliability set out herein.
10. FORCE MAJEURE
Sartorius shall not be liable for any delay in performing its obligations hereunder ifsuch delay is caused by circumstances beyond its reasonable control. The
performance of Sartorius’ obligations shall be suspended during the period that thesaid circumstances persist and Sartorius shall be granted an extension of time for
performance equal to the period of the delay.
11. CONFIDENTIALITY
11.1 Licensee undertakes to treat as confidential and keep secret all information
contained or embodied in the Product and the Product documentation or otherwise
received from Sartorius (hereinafter collectively referred to as the “Information”)
provided that this Section 11 shall not extend to any information which was rightfullyin the possession of Licensee without confidentiality obligations prior to thecommencement of the negotiations leading to this Agreement or which is alreadypublic knowledge or if it does become so at a future date, without fault of Licensee(otherwise than as a result of a breach of this Section 11).
11.2 Licensee shall not without the prior written consent of Sartorius divulge any partof the Information to any person except to (i) Licensee’s employees and third party
consultants on a strict need to know basis, (ii) Licensee’s auditors and any otherpersons or bodies having a right, duty or obligation to know the business of Licensee
and then only in pursuance of such right, duty or obligation, and (iii) any person who
is from time to time appointed by Licensee to maintain any equipment on which theProduct is being used (in accordance with the terms of the License) and then only tothe extent necessary to enable such person properly to maintain such equipment.
11.3 Licensee undertakes to ensure that the persons and bodies mentioned in
Section 11.2 are made aware prior to the dis-closure of any part of the Information

that the same is confidential and that they owe a duty of confidence to Sartorius.
Licensee shall be solely responsible for such third party’s compliance with thisSection 11.
12. TERMINATION AND EFFECTS OF TERMINATION
12.1 Sartorius may terminate this Agreement with immediate effect if the Licensee
commits any material breach of the terms and conditions of this Agreement.
12.2 In addition to the foregoing, Sartorius may also terminate the Agreement, whollyor partly, with immediate effect without cause, provided however, that the Licensee
in such case shall receive a pro-rata refund of the price paid for the Product, based
upon amortization of the License Fee on a straight-line basis over two (2) years fromthe Effective Date.
12.3 Forthwith upon the termination of this Agreement, Licensee shall, if requested
by Sartorius, cause the Product to be returned to Sartorius or destroy the Productand shall certify in writing to Sartorius that the same has been done.
12.4 Any termination of the License or this Agreement (howsoever occasioned) shallnot affect any accrued rights or liabilities of either party nor shall it affect the coming
into force or the continuance in force of any provision hereof which is expressly or by
implication intended to come into or continue in force on or after such termination,
including Sections 1, 3.3, 5, 6.2, 8, 9, through 11.
13. ASSIGNMENT
Licensee shall not be entitled to assign, sub-license or otherwise transfer its rights
and obligations under this Agreement, whether in whole or in part without the priorwritten consent of Sartorius. Sartorius is entitled to assign this Agreement and all of
its rights and obligations hereunder. This Agreement will be binding upon and will
inure to the benefit of the parties and permitted successors and assigns.
14. WAIVER
The failure of either party hereto to insist upon the strict adherence to any term of
this Agreement on any occasion shall not be considered as a waiver of any righthereunder nor shall it deprive that party of the right to insist upon the strict
adherence to that term or any other term of this Agreement at some other time.
15. AGREEMENT, EXCLUSION OF WARRANTIESThis Agreement supersedes any and all other agreements, oral or written, between
the parties hereto with respect to the subject matter hereof. Unless otherwise
expressly set out in this Agreement, all liability for representations and warranties(whether written or oral) made prior to the date hereof are hereby excluded (except
for fraudulent representations) and all implied warranties are to the maximum extent
permitted by law hereby excluded.

16. GOVERNING LAW
16.1 United States of America. If the Product is sold by any Sartorius entity locatedin the United States of America, New York state law governs the interpretation of thisAgreement and the Agreement shall be governed by and construed and enforced inaccordance with the substantive laws of the state of New York without regard to its
principles of conflicts of laws or the United Nations Convention on the International
Sale of Goods. Both parties hereby consent to the exclusive jurisdiction of the courtsof the County and State of New York and expressly waive any objections or defense
based upon lack of personal jurisdiction or venue.
16.2 Outside the United States of America. If the Product is sold by any Sartorius
entity anywhere else in the world other than the United States of America and to theextent permissible by applicable law, this Agreement shall be governed, construed
and enforced in accordance with the substantive laws of Switzerland without regard
to its principles of conflicts of laws or the United Nations Convention on theInternational Sale of Goods. All dispute, controversy or claim arising out of or relating
to this Agreement or its validity shall be finally settled according to the ICC Rules ofConciliation and Arbitration without recourse to the ordinary courts of law (except as
regards interlocutory relief). The place of arbitration is Zuerich, Switzerland. The
arbitral proceedings are to be held in the English language.
17. IRREPARABLE HARM AND INJUNCTIVE RELIEF
Licensee acknowledges that its use or disclosure of the Product or Information or the
threat to make such use or disclosure in a manner inconsistent with this Agreement,
will cause Sartorius extensive and irreparable harm, and hereby consents that
Sartorius shall have the right, at any court of competent jurisdiction in any location
where the Product is being used by Licensee, to injunctive relief without the need topost a bond to prevent the threatened or actual unauthorized use or disclosure.
18. EXPORT CONTROLSThis license is subject to all applicable laws and regulations of the Unites States andof other controlling jurisdictions regarding the export, re-export, transfer, import, or
use of the Product. This license is also subject to all applicable laws and regulations
regarding sanctions/embargoes imposed against certain persons, entities, activities
and countries. You must comply with all applicable export, import, andsanction/embargo laws and regulations of any jurisdiction relating to the Product,
including without limitation, its procurement and use. If you have reason to believethat your download (including any demo version) or purchase of the Product isprohibited under any law or regulation, you should not proceed with the download or
license purchase.