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Ngene Software License and Terms of Use

PLEASE READ THIS END-USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THESE TERMS.

If you do not agree with these terms, do not install or use the Product.

This Agreement is entered into by and between you ("You" or "Licensee") and Ngene ("Licensor").

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1. DEFINITIONS

1.1 “You” or “Licensee” means the individual or entity legally authorized to access and use the Product.
1.2 “Licensor” means Ngene.
1.3 “Software” means the computer software provided by Ngene under this Agreement.
1.4 “Product” includes the Software and all related documentation, patches, updates, and materials.
1.5 “Permitted Purpose” means internal use by Licensee in accordance with this Agreement.

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2. LICENSE GRANT

Ngene grants You a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to:
2.1 Use the Product solely for the Permitted Purpose;
2.2 Modify and create derivative works of the Software solely for internal use.

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3. LICENSE RESTRICTIONS

You may NOT:
- Alter or remove any copyright, trademark, or patent notices;
- Use Ngene trademarks in any unauthorized way;
- Distribute or share the Product or modified versions with third parties;
- Reverse engineer, decompile, or disassemble the Software;
- Circumvent technical limitations;
- Use the Product for any purpose not expressly permitted.

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4. TRIAL LICENSE

If You are using the Product under a trial license:
- You may use the Software for evaluation purposes only, for up to 15 calendar days.
- Commercial use is prohibited during the trial period.
- Continued use after the trial requires a valid license agreement and purchase order.

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5. GEOGRAPHIC RESTRICTIONS

Use of the Product may be limited to specific regions. Do not attempt to use or activate the Software outside permitted areas, if applicable.

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6. INTELLECTUAL PROPERTY RIGHTS

The Software is licensed, not sold. Ngene retains all intellectual property rights. You may not remove or obscure copyright or proprietary notices.

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7. BACKUP COPY

You may make one backup copy of the Software for reinstall or recovery purposes only.

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8. DOCUMENTATION

Anyone with valid access to your internal systems may use the documentation for internal reference purposes.

 

9. THIRD-PARTY COMPONENTS

The Software may include third-party components subject to their own licensing terms. Those terms apply accordingly.

 

10. PRODUCT-SPECIFIC TERMS AND ADD-ONS

Some Ngene products may include multiple license types (e.g., development, deployment) or optional add-ons (e.g., FPGA accelerator, anomaly detection modules).

These components:
- May have different pricing and usage terms,
- Will be outlined during the quotation and ordering process,
- Are legally binding upon acceptance or use.

You are responsible for reviewing these specific terms. Contact Ngene for clarification if needed.

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11. LIMITED WARRANTY

If properly licensed, the Software will function substantially as described for 90 days. Updates or replacements during this period are covered under the same terms.

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12. WARRANTY EXCLUSIONS

Warranty does not apply to issues caused by misuse, external factors, or modifications by anyone other than Ngene.

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13. REMEDIES FOR BREACH

Ngene may, at its discretion:
- Repair or replace the Software, or
- Refund the purchase price (if any).

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14. NO OTHER WARRANTIES

Ngene disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

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15. LIMITATION OF LIABILITY

Ngene shall not be liable for any:
- Indirect, special, incidental, or consequential damages,
- Loss of profits, data, or business interruption.

Total liability is limited to the greater of:
- The amount paid by You, or
- $100 USD.

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16. DATA USE

Ngene may collect technical data for support or product improvement. No personal data will be used without consent.

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17. PRERELEASE SOFTWARE

If you are using prerelease (beta) versions, functionality and compatibility are not guaranteed. Use is at your own risk.

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18. UPDATES

All updates are part of the Product and subject to this Agreement. New terms may apply and must be accepted prior to use.

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19. TERMINATION

This Agreement terminates automatically if You violate its terms. You must delete or destroy all copies of the Software upon termination.

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20. ENTIRE AGREEMENT

This Agreement constitutes the full legal agreement between You and Ngene for the Product. It overrides all prior verbal or written agreements.

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21. GOVERNING LAW

This Agreement is governed by the laws of the country where Ngene is registered.

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For questions, please contact: info@ngene.co

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