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EULA

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Marketing EULA

CHROMELEON (the “SOFTWARE”)

END USER AGREEMENT AND SOFTWARE LICENSE TERMS

For Copies Supplied by Electronic Transmission: BEFORE YOU SELECT THE CHECK BOX TO ACCEPT THESE TERMS AND THEN CLICK THE “INSTALL” BUTTON, CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “INSTALL” BUTTON IN THE CHROMELEON SETUP WINDOW, YOU AGREE TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “INSTALL“ BUTTON AND DO NOT USE THIS SOFTWARE

For Copies Supplied on Tangible Media: The SOFTWARE is provided to you on the enclosed media only on the condition that you read and agree to the terms of this Agreement.You should not install the SOFTWARE until you have read this Agreement. By installing or using the SOFTWARE, you signify that you have read this Agreement and accept its terms.If you do not agree to the terms of this Agreement, then we are unwilling to license the SOFTWARE to you, in which event you should return the product(including all physical media, license key devices, printed materials, and containers) immediately for a refund. The right to return and refund does not extend to your transferee.

This CHROMELEON END USER AGREEMENT (this “Agreement”) for the CHROMELEON Chromatography Data System software(the “SOFTWARE”) is a legally-binding agreement between Dionex Corporation, a wholly-owned subsidiary of Thermo Fisher Scientific Inc. (“Dionex”) and you, the individual, entity or company acquiring a license to use the SOFTWARE(“you”). You are being licensed the SOFTWARE following receipt by Dionex of your purchase order(the “Purchase Order”) for the SOFTWARE.Unless a different user is named in the Purchase Order, you shall be deemed to be the person or entity that is invoiced by Dionex for this Agreement.The term “use“ means storing, loading, installing, executing or displaying the SOFTWARE.

1. GRANT OF LICENSE.

A. General Use License. Subject to the terms and conditions of this Agreement (including without limitation the payment of the applicable license fees for the SOFTWARE), Dionex hereby grants you a non-exclusive, non-transferable, limited license, without the right to sublicense, to:

(a) install one(1) copy of the SOFTWARE on a mass storage device local to the computer on which the SOFTWARE is to be used, or on a network file server, provided that in all cases the SOFTWARE is only accessed and used as expressly permitted in Section 1(b) below;

(b) use the installed SOFTWARE, in executable (object) code form, solely on one (1) single-user computer or on one(1) terminal of a multi-user computer, in all cases solely for your internal-use purposes, in accordance with the SOFTWARE’s documentation, and consistent with the parameters established by the applicable LICENSE KEY(as described in Section 4);

(d) make copies of SOFTWARE documentation to support use of the SOFTWARE for your benefit by your employees and your LICENSEE CONSULTANTS as expressly permitted herein.

B. Evaluation License. If the SOFTWARE is delivered as an “Evaluation License”, Dionex hereby grants you and you accept the temporary, non-exclusive, non-transferable right to use one copy of the SOFTWARE in executable (object) form only, solely for your own evaluation purposes, but not for general production use, during an evaluation period, which shall be the period of time mutually agreed in writing by the Parties or if none, then sixty (60) days from the date the SOFTWARE is first used by you.

C. Instrument License; Concurrent User Licenses. If the Purchase Order indicates that you will acquire an “Instrument License” to the SOFTWARE, you must acquire one copy of the SOFTWARE for each Instrument on which the SOFTWARE is installed and/or controls.If the SOFTWARE is designated as “Client License (for Concurrent Use)”, you are only authorized to permit the simultaneous use of the SOFTWARE by the number of users for which you have purchased a Client License(for Concurrent Use).

D. Software Development Kit(SDK) License. If your license includes an “SDK Developer Kit” for the SOFTWARE, the following applies: 1) Dionex hereby grants you the right to develop SOFTWARE add-ons.In case you plan to develop a webservice or to build any server components that use the capabilities of the SDK Dionex has to be informed and agree before such solutions can be implemented by you. 2) SOFTWARE add-ons that are developed by using the SDK Licenses and that are sold, distributed, and/or marketed by you must be accompanied by the clear and unambiguous statement to the end user that you are solely and fully responsible for development, testing, and support of this respective SOFTWARE add-on.

E. Source Code. Dionex does not provide or license any source code under this Agreement.However, the SOFTWARE is the subject of a source code escrow agreement with a third party (the “Escrow Agreement”) which controls access to or use of the source code and you may elect, at your sole cost and expense, to become a beneficiary under the Escrow Agreement.

2. OWNERSHIP. The SOFTWARE and its accompanying documentation are only licensed to you to use and are not being sold to you. Dionex retains all rights, title, and ownership in the SOFTWARE and its documentation. No implied licenses are granted to you under this Agreement; so your rights are limited to the rights expressly stated herein. To the extent that the SOFTWARE enables you to access (on-line or otherwise) materials not supplied by us (“Content“), you should be aware that such Content is the property of the applicable Content owner and may be protected by applicable copyright law.This License grants you no rights to such Content.

3. COPY RESTRICTIONS. The SOFTWARE and all accompanying documentation are copyrighted and contain proprietary and confidential information of Dionex. You may copy the enclosed books or printed materials which are part of the SOFTWARE when copying is an essential step in the authorized and licensed use of the SOFTWARE. Any copy of the SOFTWARE that you are allowed to make under this Agreement automatically becomes the property of Dionex, and you must preserve all copyright notices and any confidentiality or proprietary legends that Dionex put on the original of the SOFTWARE and documentation. You may be held legally responsible for any unauthorized copying that is caused or encouraged by your failure to abide by the terms of this Agreement.

4. LICENSE KEYS. The SOFTWARE is provided to you with a software license key mechanism (the “LICENSE KEY”) that is designed to protect Dionex’s intellectual property rights and to enforce the terms of this Agreement.The term “SOFTWARE” refers only to the software components that are activated by the LICENSE KEY in combination with its unique license code or license file.If Dionex chooses, for its convenience, to deliver additional software components to you that are not activated by the LICENSE KEY (for example, on a shared CD-ROM), you agree and acknowledge that this Agreement only authorizes the use of the SOFTWARE and you will not use or copy any non-activated additional software components in any way. You will also not attempt to circumvent the proper functioning of the LICENSE KEY and you agree not to share the LICENSE KEY with any third parties.

5. USE RESTRICTIONS. You acknowledge that the SOFTWARE and its documentation are not approved medical devices and are intended for “Research Use Only” as defined by the U.S. Food and Drug Administration (“FDA”) regulations. You agree you will not (a) modify, adapt, enhance, translate, or create derivative works of the SOFTWARE or its documentation; (b) reverse engineer, reverse-compile, decompile, disassemble, or attempt to derive the source code of any portion of the SOFTWARE; (c) merge the SOFTWARE with another program; (d) distribute, rent, sublicense, loan, lease, assign, or otherwise transfer the SOFTWARE or documentation to any third party; (e) use the SOFTWARE for service-bureau use, or otherwise for the benefit of third parties; (f) remove any copyright or other proprietary rights notice on the SOFTWARE or the documentation; or(g) otherwise exceed the scope of any of the express licenses granted herein. You may exercise your license rights and limit access to the SOFTWARE and its accompanying documentation solely through your own employees, or through your independent contractors acting strictly on your behalf and for your benefit (“LICENSEE CONSULTANTS”) and will require that they all comply with the terms and conditions of this Agreement.Any failure of any of your employees or LICENSEE CONSULTANTS to comply with the terms of this Agreement shall be deemed to be a material breach of this Agreement by you.

6. TRANSFER AND ASSIGNMENT RESTRICTIONS. The SOFTWARE is licensed only to you and the rights granted under this Agreement are personal to you and do not extend to any of your subsidiaries, parents, or affiliate and therefore neither this Agreement nor the SOFTWARE may be sublicensed, transferred, or assigned to anyone else (other than LICENSEE CONSULTANTS using the SOFTWARE solely on your behalf) without the prior written consent of Dionex.Any purported assignment or transfer in violation of the foregoing shall be null and void.If you get Dionex consent, the terms and conditions of this Agreement must be accepted by and shall bind your permitted successors or assignees.

7. TERM AND TERMINATION. Your license under this Agreement is effective until terminated.Your Evaluation License terminates automatically in accordance with the provision of this Agreement set forth above. You may terminate this license at any time. We may terminate this Agreement immediately if you breach any of the provisions of this Agreement.Upon any such termination, you must return the LICENSE KEY to Dionex and discontinue all use of the SOFTWARE, and immediately destroy all copies of the SOFTWARE and all accompanying documentation. The provisions of this Agreement(other than your license to use the SOFTWARE) shall survive the termination of the license, or the termination or expiration of this Agreement.Sections 10, 11, and 12 shall survive any termination of this Agreement.

8. MAINTENANCE. At your option, you may elect to receive annual support and maintenance(“Maintenance”). If you have elected to receive Maintenance, Dionex shall, subject to the terms and conditions of this Agreement, provide Maintenance for the SOFTWARE in accordance with the Maintenance program terms set forth at https://support.thermoinformatics.com/info/File_20728.pdf. Each year, the non-refundable Maintenance Fee will be equal to the amount set forth in the Purchase Order, subject to annual increase, such increase not to exceed the lesser of (i) 5% or (ii) the percentage increase in the US Consumer Price Index (All Urban Consumers- Other goods and services, Unadjusted) for the preceding calendar year.

9. LIMITED WARRANTY. Dionex warrants to you, as the original licensee, that the physical media on which Dionex provides the SOFTWARE will be free from defects in material and workmanship under normal use for a period of thirty(30) days from the date of delivery, as evidenced by a copy of your receipt.

The entire liability of Dionex and the exclusive remedy to you for any breach of warranty shall be replacement of any defective media that is returned to Dionex.The warranty does not cover failure of the media because of accident, abuse, or misapplication.Any replacement media shall be warranted for thirty(30) days.

EVALUATION COPIES OF SOFTWARE ARE PROVIDED FREE OF CHARGE OR AT A NOMINAL COST, AND ACCORDINGLY ARE PROVIDED ON AN “AS IS“ BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON - INFRINGEMENT.

10. DISCLAIMER. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY DIONEX FOR THE SOFTWARE AND ITS ACCOMPANYING DOCUMENTATION.TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIONEX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.IN PARTICULAR, THE SOFTWARE IS PROVIDED TO YOU “AS IS“ , WITHOUT ANY WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON - INFRINGEMENT.THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU.SHOULD THE SOFTWARE PROVE DEFECTIVE, THEN YOU(AND NOT DIONEX) ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR.THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.No oral or written information or advice given by Dionex, its dealers, distributors, agents, or employees shall create a warranty or in any way increase the scope of this warranty and you may not rely on such information or advice.

Because software is inherently complex and may not be completely free of errors, you are advised to verify and back up your work.Additionally, Dionex does not guarantee compatibility between the SOFTWARE and any future versions of the SOFTWARE.

11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DIONEX, ITS AFFILIATES, NOR ANY OTHER THIRD PARTY THAT HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS SOFTWARE SHALL BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES(INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE, ARISING FROM OR RELATING TO THE SOFTWARE(OR THE USE OF OR INABILITY TO USE THIS SOFTWARE), EVEN IF DIONEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DIONEX’S TOTAL CUMULATIVE LIABILITY TO YOU IN ANY EVENT SHALL NOT EXCEED THE LICENSE FEES ACTUALLY PAID BY YOU FOR THE SPECIFIC SOFTWARE LICENSES THAT GIVES RISE TO DIONEX’S LIABILITY.THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT, AND THE PARTIES AGREE AND ACKNOWLEDGE THAT DIONEX WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ABSENT SUCH DISCLAIMERS OR LIMITATIONS.

12. MISCELLANEOUS. This Agreement is governed by the laws of the Commonwealth of Massachusetts, USA, without giving effect to any conflicts of laws principles that would require the application of the laws of a different jurisdiction.Neither the Uniform Computer Information Transactions Act nor the United Nations Convention on the International Sale of Goods applies to this Agreement.The parties consent to the exclusive jurisdiction of the state and federal courts located in Massachusetts, USA, for any dispute or proceeding arising from or relating to the license or the Agreement; provided, however, that nothing in this sentence shall prevent Dionex from seeking injunctive relief to protect its intellectual property rights in any venue or forum worldwide that it deems appropriate.You hereby agree to comply with all applicable export control laws, regulations, and restrictions in its use of the SOFTWARE.Without limiting the foregoing, you also agree that you shall not use the SOFTWARE for any purpose relating to nuclear, chemical, or biological weapons, or related missile delivery systems.The SOFTWARE and its documentation are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the U.S.Government(i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or(ii) for acquisition by or on behalf of units of the Department of Defence, consistent with the policies set forth in 48 C.F.R. 227.7202 - 1 and 227.7202 - 3.If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.This Agreement may be amended only in a writing signed by authorized representatives of both parties.All waivers must be in writing.Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.This Agreement constitutes the entire agreement between the parties concerning your use of the SOFTWARE, and supersedes all prior or contemporaneous agreements, understandings, and communications between the parties, whether written or oral, including the Purchase Order or other ordering document.