License Agreement

1. Introduction and Acceptance. This License Agreement is a legal agreement between you (either an individual or an entity) and Tree Star, Inc. ("Tree Star") regarding the use of the Tree Star software entitled FlowJo, which includes user documentation provided in electronic form (together, the "Software"). BEFORE YOU CLICK ON THE "I ACCEPT AND AGREE" BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. BY CLICKING ON THE "I ACCEPT AND AGREE" BUTTON, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, CLICK THE "DECLINE" BUTTON AND THE SOFTWARE WILL NOT BE INSTALLED ON YOUR COMPUTER. IF YOU DO NOT INSTALL THIS SOFTWARE PLEASE DESTROY OR DELETE ALL COPIES IN YOUR POSSESSION.

2. Grant of License. Subject to the restrictions set forth below, this License Agreement grants you a limited, non-exclusive license to register, install and use one copy of the specified version of the Software, in object-code form, only as a research tool.

3. Ownership. The license granted under this License Agreement does not constitute a transfer or sale of any ownership rights in the Software. Except for the license rights granted above, as between you and Tree Star, Tree Star owns all right, title and interest in Software, including all intellectual property rights in the Software. The Software is protected by applicable intellectual property laws, including United States copyright laws and international treaties.

4. License Restrictions. You may not: (i) reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law, (ii) remove or destroy any of the Software's copyright notices or other proprietary markings, (iii) modify or adapt the Software, merge the Software into another program or create derivative works based on the Software, (iv) transfer the Software or any of your rights or obligations under this License Agreement, or (v) export or re-export the Software unless you first obtain Tree Star's written consent and comply with applicable export-control laws and obtain any necessary permits and licenses.

5. Termination. This License Agreement will take effect once you have installed and registered the Software and paid all license fees that are due and payable for the Software. This License Agreement WILL TERMINATE UPON THE EARLIER OF: (i) YOUR FAILURE TO COMPLY WITH ANY TERM OF THIS LICENSE AGREEMENT; OR (ii) YOUR RETURN, DESTRUCTION OR DELETION OF ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION. Tree Star's rights and your obligations will survive the termination of this License Agreement. Upon Tree Star's termination of this License Agreement, you will certify in writing to Tree Star that all copies of the Software have either been returned to Tree Star or otherwise destroyed or deleted.

6. No Warranty. THE SOFTWARE IS PROVIDED "AS IS." TREE STAR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND TREE STAR SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND NON-INFRINGEMENT.

7. Liability Limitation. IN NO CASE WILL TREE STAR BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF TREE STAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL TREE STAR'S AGGREGATE LIABILIY ARISING OUT OF THIS LICENSE AGREEMENT EXCEED THE FEES ACTUALLY PAID BY YOU FOR THE SOFTWARE.

 

8. Prohibited Uses; Indemnification.  This product is intended as a research tool only.  Neither this product, nor data derived from the use of this product, shall be used, directly or indirectly, for the clinical diagnosis or treatment of any disease, disorder or other medical condition without the prior, express, written authorization of the product manufacturer and/or the licensor of this software.  The software manufacturer hereby reserves the right to require that additional documentation be executed prior to any such authorization, including but not limited to, indemnification, disclaimer and hold harmless agreements, and may charge additional fees prior to such authorization. 

In the event that this product, or data derived from the use of the product, is directly or indirectly used in any manner not expressly authorized by this agreement or by the product manufacturer without prior authorization, licensee and his, her or its heirs, successors and assigns, hereby agree to indemnify, defend and hold harmless, the product manufacturer, its directors, officers, shareholders, members, managers, agents, successors, and assigns, from and against any and all claims, lawsuits and demands arising from or related in any way to such unauthorized use of the product or data derived from the use of the product.  Said obligation shall include, but not be limited to, all costs of defense, including all attorney fees and expenses of counsel, any and all judgments and other amounts assessed by the court against them or their affiliates, and any and all other expenses and costs incurred by them as a result of any such action or claim.

Licensor may modify this Agreement at any time by posting the revised Agreement at www.flowjo.com. Your continued use of the Flowjo software product and/or data derived therefrom shall constitute your acceptance of such revised Agreement.

9. Trademarks. Certain of the product and Tree Star names used in this License Agreement, the Software and the documentation may constitute trademarks of Tree Star or third parties. You are not authorized to use any such trademarks.

10. General. This License Agreement sets forth the entire and exclusive statement of the agreement between you and Tree Star with respect to the Software. This License Agreement shall be construed, interpreted, and governed by the laws of the state of Oregon, without reference to its conflict-of-laws principles. Any action between you and Tree Star regarding this License Agreement will be subject to the exclusive jurisdiction of the courts of the State of Oregon. If any provision of this License Agreement is held invalid or unenforceable, the remainder of this License Agreement will continue in full force and effect.