SHORELINE BIOME, LLC

END USER LICENSE AGREEMENT

This End User License Agreement (“EULA”) is entered into by and between Shoreline Biome, LLC (“Shoreline Biome”) and the entity downloading, accessing and/or using (“End User”) the SBAnalyzer software and Athena database (the “Shoreline Biome Software”) as available for download on www.shorelinebiome.com (the “Website”). This EULA establishes End User’s rights and obligations with respect to the Shoreline Biome Software.

  1. License Grant. Subject to the terms and conditions of this EULA, Shoreline Biome grants to End User during the term of this EULA (described in Section 7) a revocable, non- exclusive, non-sublicensable, non-transferable, limited license, for End User’s own internal business purposes to use the Shoreline Biome Software in object code form as described below.
  2. Updates and Versions. Shoreline Biome may, in its sole and absolute  discretion, provide updates and/or new versions of the Shoreline Biome Software on its Website from time to time; provided, however, Shoreline Biome is not obligated to provide any such updates and/or new versions, and Shoreline Biome may provide updates and/or new versions under different terms and conditions than contained in this EULA.
  3. Additional Conditions of License. The license granted to End User in this EULA is expressly conditioned upon End User’s compliance with the following:
    • Notice to Users. End User must inform all users, and all employees authorized to use the Shoreline Biome Software of the terms and conditions of this EULA. End User may permit End User’s agents and contractors to access and use the Shoreline Biome Software for End User’s internal business use only, provided that each such agent or contractor is bound in writing to terms no less protective of Shoreline Biome’s rights than those in this EULA.
    • Proprietary Notices. End User shall not remove or obscure Shoreline Biome’s  or any of its licensors’ copyright notices or proprietary markings, and End User shall ensure that any such notices or markings are reproduced on any copy of the Shoreline Biome Software.
    • Copying. End User may not copy the Shoreline Biome Software, including any printed materials accompanying the Shoreline Biome Software, except that End User may make one copy of the Shoreline Biome Software solely for backup or archival purposes.
    • Additional Conditions. End User shall not: (i) license, sublicense, transfer, sell, resell, rent, lease, distribute, time share, assign, share or otherwise commercially exploit or make the Shoreline Biome Software available to any third party, other than to its users; (ii) reverse engineer, translate, disassemble, decompile or otherwise attempt to create or derive the source code, underlying concepts or other human readable source materials from the Shoreline Biome Software, except to the extent as instructed in the Shoreline Biome Software user manual to add proprietary data for the creation of a custom database for internal use only to map data generated using Shoreline Biome kits; (iii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iv) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (v) send or store viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (vi) interfere with or disrupt the integrity or performance of the Website, Shoreline Biome Software or the data contained therein; (vii) attempt to gain unauthorized access to the Shoreline Biome Software, Website or related systems or networks; (viii) access the Shoreline Biome Software if End User is a direct competitor  of Shoreline Biome; or (ix) access the  Shoreline  Biome  Software for  purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
  4. Ownership. All intellectual property and proprietary rights (including without limitation any patents, trademarks, copyrights and trade secrets) throughout the world in the Shoreline Biome Software, and any derivative works thereof, are owned by Shoreline Biome or its licensors and are protected by United States and international intellectual property laws and treaties. Except for the limited license granted to End User in this EULA, no right, title or  interest in the Shoreline Biome Software is granted or otherwise transferred to End User, and Shoreline Biome expressly reserves all right, title, and interest in the Shoreline Biome Software. The Shoreline Biome Software may contain software licensed from third parties for inclusion in the Shoreline Biome Software (“Third-Party Software”). If so, the applicable third-party licensors retain all intellectual property and proprietary rights in such Third-Party Software, and End User is granted no rights to such Third-Party Software except that End User may use it solely as embedded in the Shoreline Biome Software or unless otherwise otherwise stated.
  5. Disclaimer; Limitation of Liability.
    • Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHORELINE BIOME AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND/OR COVENANTS WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR  PURPOSE, TITLE AND INFRINGEMENT, WITH REGARD TO THE SHORELINE BIOME SOFTWARE. SHORELINE BIOME DOES NOT WARRANT THAT THE SHORELINE BIOME SOFTWARE WILL MEET END USER’S REQUIREMENTS OR THAT THE SHORELINE BIOME SOFTWARE’S OPERATION WILL BE ERROR FREE OR UNINTERRUPTED. END USER AGREES TO ASSUME ALL RISK OF ANY AND ALL DAMAGES AND LOSS FROM USE OF, OR INABILITY TO USE, THE SHORELINE BIOME SOFTWARE. THE SHORELINE BIOME SOFTWARE IS PROVIDED ON AN “AS-IS” BASIS.
    • Limitation of Liability. In no event shall Shoreline Biome or its licensors or suppliers be liable for any damages whatsoever (including without limitation damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of End User’s use of, or inability to use, the Shoreline Biome Software, even if Shoreline Biome has been advised of the possibility of such damages.
  6. Indemnification. End User shall defend, indemnify and hold harmless Shoreline Biome against any third party claims, damages or losses, including reasonable attorneys’ fees, resulting from End User´s breach of Section 3 of this EULA. End User shall be liable and responsible for any acts and omissions of users to the same extent End User is liable and responsible for its own acts and omissions.
  7. Term and Termination. This EULA and the license granted hereunder are effective from End User’s acceptance of this EULA until any termination of this EULA as provided herein. End User may terminate this license by destroying the Shoreline Biome Software (including all documentation) and all copies thereof. This EULA and the license granted hereunder will terminate if End User fails to comply with any term or condition of this EULA. Upon termination, End User shall immediately discontinue all use of the Shoreline Biome Software and immediately return or destroy the Shoreline Biome Software (including all documentation) and all copies thereof.
  8. No Assignment. End User may not assign this EULA or the license granted in this EULA to any third party without Shoreline Biome’s prior express written consent.
  9. Injunctive Relief. End User agrees that the Shoreline Biome Software is of an original and unique character, and that losses caused by a violation or threatened violation of this EULA cannot be adequately compensated by money damages alone. Accordingly, End User agrees that in the event of a violation or threatened violation of this EULA, Shoreline Biome shall be entitled to seek injunctive relief without posting of bond, as well as to seek money damages and such other appropriate relief.
  10. Entire Agreement. This EULA, including the Attachments, is the parties’ entire understanding as to the subject matter of this EULA, and it supersedes, merges, and renders void any and all prior discussions, agreements, and/or understandings (written and/or oral) between them relating to its subject matter.
  11. Miscellaneous. This EULA shall be governed by and construed in accordance with the laws of the State of Connecticut without regard to principles of conflicts of laws. All claims or actions arising under this EULA shall be brought in the appropriate state or federal court located in New Haven County, Connecticut, and End User consents to personal jurisdiction and venue in New Haven County, Connecticut. This EULA is the entire agreement of the parties with respect to the Shoreline Biome Software. If any provision of this EULA is held unenforceable, the enforceability of the remaining provisions shall not be affected. Section headings are used for convenience of reference only. In no event shall this EULA be governed by the United Nations Convention on Contracts for the International Sale of Goods, or by any version of the Uniform Computer Information Transactions Act enacted in any jurisdiction.