Biomatters Software License Agreement for Geneious Prime 2019
Effective 1 October 2018.
Please read this software license agreement carefully before using Geneious Prime 2019.
If you do not agree to the terms of this license agreement, do not install
and/or use Geneious Prime 2019 and, if presented with the option to "agree"
or "disagree" to the terms, click "disagree".
By downloading, installing and/or running Geneious Prime 2019, you are consenting
to be bound by and are a party to this license agreement ("License" or "Agreement").
- 1.1. "Authorized User" refers to the Licensee, if the
License type is a Personal License; or to any employee, contractor
or student authorized by the Licensee to use the Software while
performing duties within the scope of their employment or
assignment, if the License type is a Floating License.
- 1.2. "Geneious Prime 2019" refers to the software provided by
Biomatters that is marketed under that name and any additional software
provided by Biomatters that is primarily intended for use in conjunction with
Geneious Prime 2019, including but not limited to Geneious Server and any
modules or plug-ins developed by Biomatters for use with Geneious Prime 2019.
- 1.3. "Licensee" refers to any person or entity
downloading, installing and/or running the Software, or any person
or entity otherwise entering into this Agreement with the
- 1.4. "Licensor" or "Biomatters" refers to
Biomatters Limited and/or any person or entity who has been duly and
properly authorized by Biomatters Limited to act as Licensor for the
purposes of this Agreement.
- 1.5. "Software" has the same meaning as "Geneious Prime 2019".
Plans and License Types
- 2.1. The Software is the property of Biomatters. The Software is
licensed for use under this Agreement, not sold. Biomatters retains
ownership of the Software itself and reserves all rights not
expressly granted to you.
- 2.2. The terms of this Agreement will govern any updates to the
Software provided by Biomatters, unless such update is accompanied
by a separate License, in which case the terms of the corresponding
license agreement will govern.
- 2.3. The Licensor grants to the Licensee a non-exclusive,
non-transferable License to use the Software in the manner described
in this Agreement. This License does not constitute the sale of the
original Software or any copy thereof.
- 2.4. Upon payment of the applicable license fee(s), the Licensee
will receive a unique key-code (hereinafter referred to as a "License
Key") that enables an Authorized User to use the Software
according to the terms and conditions of the specific License type
as described below. Only the Licensor is permitted to produce
License Keys for the Software.
- 2.5. The Software is for research purposes only. In particular, it
may not be used in any form for any diagnostic or therapeutic
purposes or otherwise in connection with the treatment of a patient.
Software License Duration, Updates and Support
- 3.1. Personal Plan or License: A Personal Plan or License entitles a single
Authorized User to install and use the Software on up to three (3)
computers running any of the supported operating systems, provided
that only one copy of the Software is running at any given time and
that the same License Key is not used by anyone other than the
- 3.2. Floating Plan or License: A Floating Plan or License permits the Licensee to
install and use the Software on an unlimited number of computers
running any of the supported operating systems on the same network,
and for Authorized Users to use the Software on different computers
on that network concurrently, provided that the number of copies of
the Software running on different computers concurrently will be
limited to the number of seats or Floating Licenses registered to the
Licensee and currently active.
- 3.3. Trial License: A Trial License is a one-time grant of license
to use the Software for a limited time (specified upon issue of the
License Key) for the purposes of evaluating the software.
- 3.4. Restricted Mode: The Software may be used in restricted mode
without a License Key. Functionality in restricted mode is limited
and Biomatters makes no guarantee of availability of or continued
availability of specific features. Notwithstanding that the
functionality is limited and the Software is used without a License
Key, the terms and conditions of this License Agreement shall still
apply to such use.
Other Terms Applicable to License Grant
- 4.1. Purchase of a License on a Subscription Plan allows the
Licensee to use the Software and any subsequent updates,
upgrades and new version releases marketed under the
Geneious Prime name during the specified time period of the
Subscription Plan. A License purchased on a Subscription Plan is
valid from the date of issue until the specified date of expiration.
At the end of the validity period, the License granted under this
Agreement shall terminate, and the Software will revert to
restricted mode until a new License Key is provisioned by the
- 4.2. A Geneious Prime 2019 License purchased on a Perpetual Version Plan entitles the
Licensee to use Geneious Prime 2019 and any subsequent updates to Geneious Prime 2019
that Biomatters may release, but does not entitle the Licensee to use any future version
releases marketed under the Geneious Prime name that are not designated as Geneious Prime 2019.
Purchase of a License on a Perpetual Version Plan allows the Licensee to use Geneious Prime 2019
for a period of unlimited duration, however updates and support for the Software are guaranteed
to the end of calendar year 2019 only.
- 5.1. Title: Title, ownership rights and intellectual property
rights, including copyrights to the Software, in whole and in part
and all copies thereof, and all modifications, enhancements,
derivatives and other alterations of the Software regardless of who
made any modifications, if any, are, and will remain, the sole and
exclusive property of Biomatters. The Software is protected by
copyright and other intellectual property laws and by international
treaties. Title and related rights in the content accessed through
the Software is the property of the applicable content owner and is
protected by applicable law. This Agreement gives the Licensee no
rights to such content.
- 5.2. Copy Restrictions: The Software and the accompanying manual are
copyrighted by Biomatters. Unauthorized copying of the Software,
including modifications of the Software or programs in which the
Software has been merged or included with other software products is
expressly forbidden. You may be held legally responsible for any
copyright infringement that is caused or encouraged by your failure
to comply with the terms of this License. Subject to these
restrictions, you may make one copy of the Software, solely for
backup purposes. You must reproduce and include the copyright notice
on the backup copy.
- 5.3. Transfer Restrictions: The Software is licensed only to
Licensee, and may not be transferred to anyone, including a
successor or purchaser of Licensee, without Licensor's prior written
consent. Any authorized transfer of the Software shall be subject to
the provisions of this Agreement. In no event, may you transfer,
assign, rent, lease, sell, or otherwise dispose of the Software on a
permanent or temporary basis except as expressly provided
- 5.4. Licensee Obligations: Licensee agrees to secure and protect the
Software, License Key(s) (if any), documentation and copies thereof
in a manner consistent with the maintenance of Biomatters’ rights
therein and to take appropriate action by instruction or agreement
with its employees or consultants who are permitted access to the
Software to satisfy its obligations hereunder. Licensee will not
remove any proprietary notices or labels on the Software.
- 5.5. Privacy and Data Collection: The Licensor may collect certain
personal information from the Licensee and/or the Authorized User as
a consequence of entering into this Agreement. In providing said
information, Licensee is consenting to the Licensor holding a copy
of this information. Licensor will not disclose this information to
any third parties without the Licensee’s express permission, unless
required to do so by operation of law, with the exception that the
Licensor may share the information with authorized resellers of the
Software for the sole purposes of enabling such resellers to service
and support selected Biomatters customers, any such reseller to be
contractually bound to the same privacy and non-disclosure
obligations with respect to the information as the Licensor. The
Licensor may collect diagnostic and usage data relating to the
Licensee’s and/or the Authorized User’s use of the Software. This
data will be used to improve Biomatters’ products and services. No
such information that actually or potentially identifies the
Authorized User and/or Licensee will be disclosed to any third
parties, and collection of this diagnostic and usage data is
undertaken only with the consent of the Authorized User. For more
information, including instructions on how to enable or disable this
data collection, refer to our
- 5.6. No Trademark License: The Geneious Prime 2019 software and any associated
materials are being licensed to the Licensee, as END-USER by this
Agreement. Notwithstanding anything to the contrary in this
Agreement, Licensee as END-USER is not licensed to use Biomatters’
trademarks, trade names or any other intellectual property rights
held by Biomatters, including the Geneious® name and logo, other
than the licensing of the Software and associated materials.
- 5.7. Modification: Licensee may not modify, adapt, translate,
reverse engineer, decompile, disassemble (except and SOLELY to the
extent that an applicable Statute expressly and specifically
prohibits such restrictions), or create derivative works based on
- 5.8. No Rights to Source Code: Licensee has no rights to view,
examine, inspect, possess, redistribute, or any other rights to the
Software source code. Biomatters will retain all such source code at
its sole discretion.
- 5.9. Third Party LPGL Software: Notwithstanding any of the
foregoing, if Licensor includes with the Software third party
software libraries distributed under the terms of the GNU Lesser
General Public License ("LGPL"), hereafter referred to as
(a) Licensor acknowledges that nothing in this Agreement restricts
Licensee from modifying the LGPL Software; and
(b) Licensee may reverse engineer the Software SOLELY to the extent
that is required to debug their modifications to the portions of the
LGPL Software that is included with the Software.
- 5.10. Termination: This Agreement will terminate automatically if
Licensee fails to comply with the limitations described herein. In
the event of termination by reason of the Licensee's failure to
comply with any part of this agreement, or upon any act which shall
give rise to Licensor's right to terminate, Licensor shall have the
right, at any time, to terminate the license(s) and take immediate
possession or confirm destruction of the Software and documentation
and all copies wherever located, without demand or notice. Within
five (5) days after termination of the license(s), Licensee will
return to Licensor the Software in the form provided by Licensor or
as modified by the Licensee, or upon request by Licensor destroy the
Software and all copies, and certify in writing that they have been
destroyed. Without limiting any of the above provisions, in the
event of termination as a result of the Licensee's failure to comply
with any of its obligations under this License Agreement, the
Licensee shall continue to be obligated for any payments due.
Termination of the License shall be in addition to and not in lieu
of any equitable remedies available to Licensor.
- 5.11. Injunction: In the event Biomatters reasonably believes that
the use or distribution of any Geneious® software, Geneious®
materials or Biomatters Trademarks is likely to be enjoined,
Biomatters may, among other things, take back such infringing item
or items and terminate the license associated with respect to such
item or items. Biomatters may also seek judicial intervention
including, without limitation, an injunction in the Courts of New
Zealand and/or the State Courts of New Jersey in the United States
of America, to which injunctive relief the Licensee expressly
consents hereby and agrees not to oppose.
- 5.12. Limited Reciprocal Indemnification: Each party shall, at its
own expense, defend and indemnify the other party for damages and
reasonable costs incurred in any suit, claim or proceeding brought
by a third party against the indemnified party alleging any claims
against the indemnified party for damages resulting solely and
directly from a breach of contract or tort committed by the
indemnifying party. Notwithstanding the foregoing, the maximum
liability of the indemnifying party under this clause shall be the
dollar amount of fees paid to purchase Licenses for the Software.
- 5.13. Disclaimer of Warranty: The Software is provided on an AS IS
basis, without warranty any kind, including, without limitation, the
warranties that the Software is merchantable, fit for a particular
purpose or non-infringing. The entire risk as to the quality and
performance of the Software is borne by you, the Licensee. Should
the Software prove defective in any respect, Licensee and not
Biomatters, nor any of its distributors or resellers, shall assume
the entire cost of any service and repair required. In addition, the
security mechanisms implemented by the Software have inherent
limitations and Licensee must determine that the Software
sufficiently meets Licensee's requirements. This Disclaimer of
Warranty constitutes an essential part of the Agreement. No use of
the Software is authorized hereunder except under this
- 5.14. Third Party Services: The Software may facilitate Authorized
Users interacting with third party services, such as the databases
provided by the National Centre for Biology Information (NCBI). The
Licensee confirms that use of any such third party service shall be
governed solely by the terms and conditions of that service and not
this Agreement. The Licensor shall be entitled to deem any attempt
to access any third party services as unconditional acceptance of
the third party terms and conditions by the Licensee. Under no
circumstances shall Licensor be liable or responsible for lack of
functionality or reduced performance of any third party services.
Further, in no event shall Licensor be liable for damages of any
kind or inconveniences caused by changes in data formats,
communication protocols or any other aspects of such third party
- 5.15. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO
LEGAL THEORY, TORT, CONTRACT OR OTHERWISE, SHALL BIOMATTERS OR ITS
SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR
ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
GOODWILL, PROFIT, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR
ANY AND ALL OTHER COMMERCIAL DAMAGE OR LOSSES ARISING IN ANY WAY OUT
OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES IN
EXCESS OF THE AMOUNT LICENSOR RECEIVED FROM LICENSEE FOR A LICENSE
OF THE SOFTWARE, EVEN IF THE LICENSOR SHALL HAVE BEEN INFORMED OF
THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD
PARTY. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR ANY EQUIPMENT,
SYSTEM OR NETWORK ON WHICH THE SOFTWARE IS USED WILL BE FREE OF
VULNERABILITY TO INTRUSION OR ATTACK. THE FOREGOING EXCLUSIONS AND
LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
- 5.16. Export Law Assurances: Licensee agrees and certifies that
neither the Software nor other technical data received from the
Licensor, nor the direct product thereof, will be exported out of
the United States except as authorized and permitted by the laws and
regulations of the United States. If the Software has been
rightfully obtained by Licensee outside of the United States,
Licensee agrees that Licensee will not re-export the Software nor
any other technical data received from the Licensor nor the direct
product thereof, except as permitted by the laws and regulations of
the United States and the laws and regulations of the jurisdiction
in which Licensee obtained the Software.
- 5.17. Complete Agreement: Acceptance of this offer is expressly
limited to the terms and conditions set forth by Biomatters herein.
Additional or different terms raised by the Licensee shall be
interpreted as mere proposals for additions to the contract and
shall not be binding on Biomatters. Any such proposal for additions
or any other different terms are deemed rejected unless expressly
accepted in writing by Biomatters. Biomatters objects to any and all
additional or different terms set forth in any other commercial
document in this transaction. Such additional or different terms are
rejected without regard to whether any additional or different term
amounts to a material alteration of the contract.
- 5.18. Variation of Terms & Conditions: To the maximum extent
permitted by law, Biomatters reserves the right, at its sole
discretion, to add, amend or delete any part of this Agreement with
immediate effect by giving notice to the Licensee.
- 5.19. Notices: If you have any questions about this Agreement, or if
you wish to contact Biomatters for any reason, please write to
Biomatters at the following address:
PO Box 5677
Phone: +64 9 379 5064
Fax: +64 9 379 5063
- 5.20. Governing Law: This Agreement shall be governed by and
construed under the laws of New Zealand. Licensee consents to the
jurisdiction of the Courts within New Zealand and hereby waives any
right to object to such jurisdiction or to assert jurisdiction in
any other court.
- 5.21. Miscellaneous: This Agreement represents the complete
agreement concerning the License granted hereunder and may be
amended only by a written document that is executed by both parties.
- 5.22. Section 508 of the Rehabilitation Act for Electronic and
Information Technology Accessibility for Persons with Disabilities:
The Software has not been designed to conflict with any compliance
areas of section 508 of the Rehabilitation Act for Electronic and
Information Technology Accessibility for Persons with