End User License Agreement - Golden Gate Assembly Overhang Optimizer Software Code

By clicking, "I accept", downloading, installing, copying, and/or using the Golden Gate Assembly Overhang Optimizer Software (defined below), you agree to be bound by the terms of this End User License Agreement (“Agreement”), including the disclaimers. If you do not agree to these terms, do not click “I accept”, download, install, copy, or use the Software. If your use of the Software is for any commercial purpose, please contact us via email: NEB_Legal@neb.com.

“Developer” means New England Biolabs, Inc.

“Golden Gate Assembly Overhang Optimizer Software” or “Software” means the Golden Gate Assembly Overhang Optimizer code, any content including documentation, data matrices, and images, and any updates including patches, bug fixes, and any derivative works, but excludes all New England Biolabs trademarks.

“User” or “you” means any individual or legal entity that agrees to be bound by the terms of this End User License Agreement, that downloads, installs, copies, and/or uses the Software, and/or otherwise exercises the rights granted by this Agreement.

Grant of License. Conditioned on User’s compliance with this Agreement, Developer grants User a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free license to download, install and use the Software for User’s internal, non-commercial research use only, all in accordance with the terms of this Agreement. 

Restricted Uses. No right or license is implied or granted to and User shall not: (a) use the Software for any commercial purposes, whether alone or as a part of other software or services; (b) distribute, mirror on another server, or otherwise transfer the Software, (c) license, lease, loan, or sell the Software; (d) publicly display the Software for any reason or purpose, (e) remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software; (f) patent, copyright or otherwise seek exclusive rights to the Software, whether as a whole or any part thereof, (g) copy the Software (beyond the initial act of downloading the Software from Developer), or (h) combine the Software with any virus, worm, Trojan horse or other harmful or malicious code, file, script, agent or program.

Support and Maintenance. The Software is provided free of charge. As such, Developer has no obligation to provide support or maintenance services for the Software, no such support or maintenance services will be provided, and Developer, at its sole option, may cease to make the Software available.  If, notwithstanding the preceding sentence, Developer, at its sole option, elects to release any updates (including patches, bug fixes, and any derivatives), such release shall in no way limit the preceding sentence and shall not create any obligation to release any further updates or otherwise provide support or maintenance services for the Software

No Warranties. Developer provides the Software "on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. User is solely responsible for determining the appropriateness of using the Software and assume any risks associated with it.

Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, will Developer be liable to User or any third party for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this Agreement or arising from or related to downloading, installing, and/or using (or any inability to use) the Software (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other damages or losses), even if Developer has been advised of the possibility of such damages.

Indemnity. User will indemnify and hold Developer and its affiliates harmless from all liability claims, expenses, and damages, including attorney fees, that Developer incurs in connection with User’s use of the Software.  User expressly acknowledges and accepts sole responsibility for identifying and evaluating any third party intellectual property rights that may relate to or be infringed by User’s use of the Software.

Reservation of Rights. Title to and ownership of Software, and all proprietary rights or intellectual property rights with respect to the Software, remains exclusively with us or our licensors. The license does not constitute a sale of the Software or any portion or copy of it.

Government Users. If the Software and related documentation are supplied to or on behalf of the United States Government, then the Software is deemed to be "commercial software," as that term is used in the Federal Acquisition Regulation system. Rights of the United States will not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms of this Agreement apply.

Compliance with Laws. User must comply with all applicable laws and regulations (including but not limited to those relating to the import and export of the Software).

Termination. In the event that User fails to comply with this Agreement, Developer may terminate the license and User must cease its use of the Software and destroy all copies of the Software. All other rights of both parties and all other provisions of this Agreement will survive such termination.

General. Developer may amend this Agreement on one or more occasions by posting amendments to our website. If User does not accept amendments, then this license will immediately terminate. User may not assign this Agreement or any of User’s rights under it. Developer may assign this Agreement or any of its rights at any time without notice to User and without User’s consent. If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable. Developer's failure or neglect to enforce any of rights under this Agreement will not be deemed to be a waiver of Developer's rights. This Agreement will be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws rules.