SOFTWARE LICENSE AGREEMENT
Last updated June 11, 2023
AGREEMENT TO TERMS
This Software License Agreement (the “Agreement”) is entered into by and between nlightn, and nlightn LLC (“Licensor”), and the individual or entity accepting this Agreement (“Licensee”). WHEREAS, Licensor has developed an open-source framework known as bioworks System (the “Software”), which provides pre-designed HTML, CSS, JavaScript and Graphic components for building responsive and visually appealing websites; WHEREAS, Licensee is interested in using the Software to add components to existing websites primarily focused on professionals and scientists in the fields of molecular biology, biology, and science; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
Grant of License:
1.1 Licensor hereby grants Licensee a non-exclusive, worldwide, royalty-free license to use, modify, and distribute the Software, solely for the purpose of integrating the components into Licensee’s existing websites in the fields of molecular biology, biology, and science.
1.2 Licensee may sublicense the Software to other users, provided that such sublicensees agree to be bound by the terms and conditions of this Agreement.
Intellectual Property Rights:
2.1 Licensee acknowledges that the Software is the intellectual property of Licensor. Licensor retains all right, title, and interest in and to the Software, including any modifications made by Licensee.
2.2 Licensee agrees not to remove, alter, or obscure any copyright notices, trademarks, or other proprietary rights notices included in the Software.
Restrictions:
3.1 Licensee shall not sell, lease, rent, or otherwise commercially exploit the Software.
3.2 Licensee shall not reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law.
3.3 Licensee shall not use the Software in any manner that violates applicable laws, regulations, or ethical guidelines.
Support and Maintenance:
4.1 Licensor shall have no obligation to provide technical support, maintenance, or updates for the Software, but may, at its discretion, provide such support through community forums, documentation, or other channels.
Warranty Disclaimer:
5.1 The Software is provided “as is” without warranties of any kind, either expressed or implied, including, but not limited to, fitness for a particular purpose and non-infringement. Licensee assumes all risks associated with the use of the Software.
Limitation of Liability:
6.1 To the maximum extent permitted by law, in no event shall Licensor be liable for any indirect, consequential, incidental, special, or punitive damages arising out of or in connection with this Agreement or the use of the Software, even if advised of the possibility of such damages.
Termination:
7.1 This Agreement shall remain in effect until terminated. Licensee may terminate this Agreement by ceasing all use and distribution of the Software.
7.2 Licensor may terminate this Agreement immediately, without prior notice, if Licensee fails to comply with any term or condition of this Agreement.
7.3 Upon termination, Licensee shall immediately cease all use and distribution of the Software and, at Licensor’s option, either destroy or return any copies of the Software in Licensee’s possession.
Governing Law and Jurisdiction:
8.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction chosen by the Licensee.
8.2 In the event of any disputes arising out of or in connection with this Agreement, the parties agree to attempt to resolve the matter through good-faith negotiations.
8.3 If the parties are unable to reach a resolution through negotiation, any legal action or proceeding arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts in the jurisdiction chosen by the Licensee.
Attribution Requirements:
9.1 Licensee agrees to prominently display the following attribution notice on all websites that utilize the Software: “Powered by nlightn | bioworks | system , an open-source framework developed by nlightn.”
9.2 Licensee shall include a visible hyperlink to the Software’s official website (https://nlightn.me/) on each website utilizing the Software.
9.3 Licensee shall provide a visible and accessible download link to the Software on their website, allowing users to obtain the Software directly from Licensee’s website.
Modifications to Agreement:
10.1 This Agreement may only be modified or amended in writing and signed by both parties.
Severability:
11.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Waiver:
12.1 The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.
Assignment:
13.1 Licensee may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Licensor.
Entire Agreement:
14.1 This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral. IN WITNESS WHEREOF, the parties hereto have executed this Software License Agreement as of the effective date of Licensee’s acceptance.
Confirmation of Agreement:
15.1 By downloading, installing, or utilizing the Software, Licensee confirms their agreement to be bound by the terms and conditions of this Software License Agreement.
15.2 Licensee acknowledges that they have read and understood this Agreement and have the authority to enter into this Agreement on behalf of the entity they represent, if applicable.
Licensor: nlightn United States
Licensee: [Licensee’s Name] [Licensee’s Address]