END USER LICENSE AGREEMENT (“EULA”)
Kubios HRV Scientific
Effective date: October 18, 2023
This End User License Agreement (the “Agreement“) set forth the terms and conditions according to which the limited company Kubios Oy (“Kubios“) grants to the end user (the “Licensee“) the right to use the Kubios HRV Scientific software (the “Software“). Please read these terms and conditions carefully before installing, downloading, accessing, or otherwise using the Software. By installing, downloading, accessing, or otherwise using the Software, the Licensee agrees and accepts the terms and conditions of this Agreement.
IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE SOFTWARE.
“Software” shall mean the computer software program called “Kubios HRV Scientific” in machine readable object code or any other form available and any subsequent error corrections, upgrades, files, or updates owned by Kubios.
“Documentation” shall mean the user guide of the Software, its subsequent updates, and other related materials pertaining to the Software, which are delivered to Licensee by Kubios or its suppliers in connection with the Software.
“Academic Use” shall mean academic or other scholarly research use which (a) is not undertaken for profit, (b) is not intended to produce works, services, or data for commercial use, (c) is neither conducted, nor funded, by a person or an entity engaged in the commercial use, application or exploitation of works similar to the Software, and (d) is conducted by a member of a public funded academic, educational, or research organization.
“Educational Use” shall mean academic or other scholarly teaching use which (a) is undertaken in a classroom with the sole objective of teaching or instructing students, (b) is not undertaken for profit, (c) is not intended to produce works, services, or data for commercial use, (d) is neither conducted, nor funded, by a person or an entity engaged in the commercial use, application or exploitation of works similar to the Software, and (e) is conducted by a member of a public funded academic, educational, or research organization.
“Personal Use” shall mean personal use which (a) is not undertaken for profit, (b) is not intended to produce works, services, or data for commercial use, (c) is not conducted as part of work or activities funded by an entity engaged in commercial activities, or (d) is neither conducted, nor funded, by a person or an entity engaged in the commercial use, application, or exploitation of works similar to the Software.
“Academic License” shall mean a license, which has been purchased at a price (“Academic Price”) offered only to academic organizations and other not-for-profit organizations as well as to individuals for the purpose of using the Software only for Academic Use and/or Personal Use.
“Classroom License” shall mean a license, which has been purchased at a price (“Classroom Price”) offered only to academic organizations and other not-for-profit organizations for the purpose of using the Software only for Educational Use.
“Lite Version License” shall mean a license, which has been purchased at discounted price (if any), in order to use the limited functionality version (“Lite Version”) of the Software. The Lite Version is offered only to academic organizations, not-for-profit organizations, and individuals for the purpose of using the Software solely for Academic Use and/or Personal Use.
“Subscription Period” shall mean the term for which the Licensee has purchased the right to use the Software. The length of the subscription period may depend on the license type acquired by the Licensee.
GRANT OF LICENSE
Subject to the terms and conditions of this Agreement and Licensee’s compliance with this Agreement, Kubios grants Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-bearing, revocable and limited license to install and use the Software on a computer owned and controlled by the Licensee subject to the license type restrictions below. The following license type specific restrictions apply to Licensee’s right to use the Software:
- Academic License. Under Academic License the Software may be used only for Academic Use and/or Personal Use.
- Classroom License. Under Classroom License the Software may be used only for Educational Use.
- Lite Version License. Under Lite Version License the Software may be used only for Academic Use and/or Personal Use.
Each separate license includes the right to install the Software on a computer owned and controlled by the Licensee and to use the Software on one (1) computer at a time (one active session allowed).
Your right to use the Software is limited to the Subscription Period. You may have the option to extend your subscription. If you extend your subscription, you may continue using the Software until the end of your extended subscription period. After the expiration of your subscription, the Software will stop running.
Kubios retains all right, title, and interest in and to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, settings and moral rights whether registered or not and all applications thereof. The Software is protected by applicable laws and treaties throughout the world. Unless expressly authorized by mandatory legislation, the Software may not be copied, reproduced, or distributed in any manner, in whole or in part, without prior written consent from Kubios. All rights not expressly granted to Licensee herein are reserved by Kubios.
Licensee shall be liable for the use of Software by Licensee’s user account. In the event the Software is used in breach of license limitations above, Kubios shall have a right to charge the Licensee thereof based on applicable royalty payments.
The license fee available at www.kubios.com for the Software entitles the Licensee to use the Software within the Subscription Period. Academic pricing is available, but the Licensee understands that Academic License (purchased at Academic Price) is limited to Academic Use and/or Personal Use only. Licensee may be offered the option to auto-renew the subscription, in which case the subscription shall continue until Licensee cancels the subscription. In the event the Licensee has selected automatic subscription renewal and the Licensee has not terminated the license prior to the end of subscription period, the license fee for the following subscription period shall be charged in full. In case of manual subscription renewal, the subscription shall expire unless Licensee renews the subscription prior to the end of the Subscription Period. The Software shall stop working if the subscription is not renewed prior to the end of the Subscription Period.
Kubios reserves the right to change the pricing of the subscription license fees for the Software at any time, without prior notice. Such pricing changes will be effective for all new subscriptions immediately upon their implementation. If Kubios decides to apply the new pricing terms to active subscribers, these subscribers will be notified at least 30 days before the change, and the new pricing will become effective upon their next subscription renewal.
Except as otherwise expressly permitted in this Agreement, Licensee may not:
- commercially exploit the Software licensed under the Academic License or Classroom License
- commercially exploit or use for other than Educational Use the Software licensed under the Classroom License
- commercially exploit or use for other than Academic Use and/or Personal Use the Software licensed under the Lite Version License
- use the Software if Licensee’s Subscription Period has expired
- reproduce or copy the Software or any portion thereof
- modify or create any derivative works of the Software, including translation or localization
- make the Software available over a network where it could be used by multiple computers at the same time
- disassemble, decompile, reverse engineer the Software, or any portion thereof, or attempt to gain access to its method of operation or source code
- redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Software or otherwise make the Software publicly available for use or download
- remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, or labels in the Software
- provide service bureau services to other parties than Licensee or by using the Software or otherwise use the Software to process data or information supplied by a third party without Kubios’s prior written consent, which may be given in Kubios’s sole discretion.
Kubios may in its sole discretion provide Licensee with error corrections, bug fixes, patches, or other updates to the Software licensed hereunder. Kubios shall not be liable for any errors or delays in the use of Software due to updates. During the Subscription Period, Licensee shall have access to any such software updates.
The term of license under this Agreement shall commence on the date that Licensee accepts this Agreement and installs or otherwise uses the Software and ends on the earlier date of either Licensee’s disposal of the Software or Kubios’ termination of this Agreement.
Without prejudice to any other rights, Kubios may terminate this Agreement and all the rights and licenses granted herein if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall immediately cease and desist all use of the Software and destroy all copies of the Software.
Title, ownership rights, and intellectual property rights in or related to the Software are and will remain in the exclusive property of Kubios and/or its suppliers, whether or not specifically recognized or perfected under applicable laws or laws of Finland. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit, or interfere in any manner with Kubios’s or its licensors’ ownership of or rights with respect to the Software, except the limited use rights specified in terms and conditions of this Agreement.
LICENSES FOR THIRD PARTY SOFTWARE
Kubios has been granted licenses to distribute certain third party software along with the software licensed hereunder. The terms and conditions of these licenses may be different from or additional to those contained herein. Licensee understands and agrees that acceptance of this Agreement also confirms Licensee’s acceptance of the terms and conditions of these licenses. These licenses can be viewed at https://www.kubios.com/third-party-licenses.
USE OF SOFTWARE AND DATA
Licensee acknowledges that any storage of information related to the use of Software shall be on Licensee’ liability. The Software is not intended for data storage purposes.
Licensee shall be fully liable for the use or applying of any results or information that may be analyzed by Software. Kubios is not liable for any actions or consequences whatsoever related to Licensee’s use of Software and Licensee shall also be fully liable for any actions Licensee decides to carry out or not to carry out after the use of Software. Licensee shall not guarantee any results for the use of Software.
Kubios shall not collect, and the use of the Software shall not cause Kubios to receive the measurement data (such as electrocardiogram, pulse waveform or heart rate data, or any metadata included in the data files) uploaded locally to the software by the Licensee or results thereof.
DISCLAIMER OF WARRANTY
The Software (including without limitation the related Documentation) is provided on an “as is” basis, without warranty of any kind, including without limitation the warranties that it is free of defects or fit for a particular purpose. The entire risk as to the quality and performance of the Software is borne by Licensee.
LIMITATION OF LIABILITY
In no event shall Kubios, any of its suppliers (including MathWorks, distributor of Matlab products used to develop the Software), distributors or its licensors be liable for any direct, indirect, special, incidental, or consequential damages arising out of the installation or use of or inability to use the Software, including without limitation damages for loss of profit or goodwill, work stoppage, computer failure or malfunction, loss of data, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based. In any case, Kubios’s entire liability under any provision of this Agreement shall not exceed in the aggregate the sum of the fees Licensee paid for this license.
The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of Finland, excluding its conflicts of law rules. Licensee’s use of the Software may also be subject to other local, state, national, or international laws.
This Agreement and the rights granted hereunder may not be assigned, sublicensed, or otherwise transferred by Licensee without prior written consent from Kubios.
Kubios Oy (Limited company), Business ID 2740217-3,
Varsitie 22, 70150 Kuopio, FINLAND