1. Parties and Acceptance
This Software and Content License Agreement ("Agreement") is between Sample Automation, LLC, a New Hampshire limited liability company, 272 Tilton Road, Suite 6, Northfield, NH 03276 ("Sample Automation," "we," "us"), and the person or entity that downloads or uses the Licensed Materials ("you").
If you accept this Agreement on behalf of a company or other organization, you confirm that you have authority to bind it, and "you" refers to that organization.
You accept this Agreement by clicking "I Agree" or a similar button, or by downloading, installing, copying or using any Licensed Materials. If you do not agree, do not download or use them. Use of the website itself is governed separately by our Website Terms and Conditions.
2. Definitions
- "Equipment" means Rosin Reactor systems and other hardware manufactured or sold by Sample Automation, including the Micro, Mini, CRM-S.21.01 and their variants.
- "Software" means any application, utility, installer, script, library or tool made available for download, including Industrial Device Manager (IDM), IDM Connect and any interactive manual software, in object code form.
- "Firmware" means software designed to run on controllers, boards or devices inside or attached to the Equipment, including update packages and configuration files.
- "Documentation" means manuals, SOPs, IQ/OQ templates, specifications, drawings, datasheets, training videos, guides and similar materials.
- "Content" means any other downloadable material, such as images, marketing assets, calculators, worksheets and templates.
- "Licensed Materials" means the Software, Firmware, Documentation and Content, together with any updates, patches or new versions we provide.
- "Authorized User" means your employees and on-site contractors who use the Licensed Materials solely for your internal business on your behalf.
3. License Grant
Subject to your compliance with this Agreement, Sample Automation grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:
- Install and use the Software on computers and devices you own or control, solely to operate, monitor, maintain or validate Equipment you lawfully own, lease or are evaluating.
- Install the Firmware only on the Equipment for which it was released, following our published instructions.
- Use, view, print and make a reasonable number of copies of the Documentation for your internal operation, training, maintenance, quality and regulatory records relating to the Equipment.
- Use the Content for your internal business purposes. Authorized resellers and distributors may also use marketing Content to promote Sample Automation products, subject to any separate written agreement with us.
Authorized Users may exercise this license on your behalf. You are responsible for their compliance.
4. Restrictions
Except as expressly permitted by this Agreement or by applicable law that cannot be waived, you will not, and will not allow anyone else to:
- Copy, modify, translate, adapt or create derivative works of the Software or Firmware.
- Reverse engineer, decompile, disassemble or try to derive source code, algorithms, protocols or control logic from the Software or Firmware.
- Sell, rent, lease, lend, sublicense, distribute, publish, host or otherwise make the Licensed Materials available to any third party, including by posting them online.
- Use the Software or Firmware with equipment not made or approved by Sample Automation, or to design, build, clone or support competing equipment.
- Remove, alter or obscure any copyright, trademark, serial, version, warning or proprietary notice.
- Bypass, disable or interfere with any license key, access control, interlock, safety limit, logging or validation lock built into the Licensed Materials.
- Use the Licensed Materials in violation of any law or regulation.
5. Firmware Terms
Firmware controls heated, pressurized equipment. Flashing incorrect, modified or interrupted Firmware can damage the Equipment and create safety hazards.
Firmware is not available for public download. Current customers request it through the firmware request form on our website, which goes to sales@sampleautomation.com. We will ask for the serial number of the Equipment being upgraded and confirm it against our records before sending the firmware file and installation instructions. Requests we cannot verify will not receive a reply. Firmware we send you is licensed to you alone, for the specific Equipment named in your request, and may not be forwarded to anyone else.
- Install Firmware only on the exact model and hardware revision it was issued for.
- Do not interrupt power or communication during an update.
- Installing Firmware not supplied by Sample Automation, or modifying Firmware, voids the Equipment warranty and any validation status.
- In regulated or validated (GMP) installations, you are responsible for change control and any re-qualification required after a Firmware or Software update.
6. Documentation Terms
Documentation is provided to support safe installation and operation of the Equipment. It is not a substitute for proper training, site-specific risk assessment or compliance with local codes.
Documentation is provided through a gated resource library. To get access you must supply the registration information we request and accept this Agreement. Access is personal to you and your Authorized Users; do not share login details or links. We may verify your details, limit what you can access, and suspend or revoke access at any time.
- You may adapt IQ/OQ templates and SOPs for your own internal validation and quality records. Adapted copies remain subject to this Agreement and may not be redistributed to third parties except your auditors, regulators and consultants under confidentiality.
- Where Documentation conflicts with labels on the Equipment or with written instructions from Sample Automation, follow the more recent and more conservative instruction and contact us.
- Drawings, specifications and proprietary process information are our confidential information. Do not share them outside your organization without our written consent.
7. Ownership
The Licensed Materials are licensed, not sold. Sample Automation and its licensors own all rights, title and interest in them, including all copyrights, patents, trade secrets and trademarks. "Rosin Reactor" and related names and logos are trademarks of Sample Automation, LLC. No rights are granted except those expressly stated in this Agreement.
If you send us suggestions or feedback, we may use them freely without obligation to you.
8. Third-Party and Open-Source Components
Some Software may include third-party or open-source components. Those components are governed by their own license terms, which are provided with the Software or available on request. Nothing in this Agreement limits your rights under those licenses.
9. Updates, Data and Connectivity
We may release updates, patches or new versions at our discretion, but have no obligation to do so or to keep any version available for download. Updates are covered by this Agreement unless they come with different terms.
Automatic updates. IDM and other Software may check for, download and install updates automatically. Each check sends the installed version, operating system version, an anonymous installation ID and your IP address to our update service, as described in our Privacy Policy. Where the Software lets you defer or decline an update, you may do so. In validated or GMP environments, you are responsible for deciding when to install an update and for any change control or re-qualification it requires. We are not responsible for problems caused by running outdated versions after an update has been made available.
Some Software, such as IDM Connect, may transmit operating data, alarms, device identifiers and diagnostic logs to Sample Automation or our cloud providers. We use this data to provide the features you enable, support the Equipment and improve our products. We do not sell it. You are responsible for your own network security and for backing up your process records.
10. Safety and Intended Use
The Equipment operates at elevated temperature and pressure. The Licensed Materials are tools to assist trained operators. They do not replace physical safety devices, operator supervision, or your own safety, quality and regulatory procedures.
- Operate only within the limits stated in the Documentation and on the Equipment.
- Never rely on Software readings, alarms or remote monitoring as the only safeguard.
- You are solely responsible for the legality of your products and processes in your jurisdiction, including licensing, product testing and labeling.
11. Disclaimer of Warranties
THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAMPLE AUTOMATION DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION.
We do not warrant that the Licensed Materials will meet your requirements, that process results (including conversion rates, yields or potency) will match any example in the Documentation, or that defects will be corrected. Any warranty on the Equipment itself is provided only in your purchase documents with Sample Automation.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- SAMPLE AUTOMATION WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, PRODUCT, BATCHES, DATA, PRODUCTION TIME OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATED TO THE LICENSED MATERIALS, EVEN IF ADVISED OF THEIR POSSIBILITY.
- SAMPLE AUTOMATION'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE LICENSED MATERIALS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US SPECIFICALLY FOR THE LICENSED MATERIALS GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
These limits apply regardless of the theory of liability and even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions, so some of them may not apply to you.
13. Indemnification
You will defend, indemnify and hold harmless Sample Automation and its officers, employees and distributors from any claims, losses, damages and costs (including reasonable attorneys' fees) arising from your misuse of the Licensed Materials, your breach of this Agreement, any modification you make, or your violation of any law.
14. Term and Termination
This Agreement lasts until terminated. It ends automatically if you breach it. We may also terminate it at any time on notice, for example if Equipment is resold or a distribution relationship ends. On termination you must stop using and delete all copies of the Licensed Materials, except records you must keep by law, which remain subject to this Agreement. Sections 4, 7, 11, 12, 13 and 15 through 17 survive termination.
15. Export Control
The Licensed Materials may be subject to U.S. export control and sanctions laws. You will not export, re-export or transfer them in violation of those laws, or to any sanctioned country, entity or person.
16. Governing Law and Disputes
This Agreement is governed by the laws of the State of New Hampshire, USA, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in New Hampshire have exclusive jurisdiction, and both parties consent to venue there. Either party may seek injunctive relief in any court to protect its intellectual property.
17. General
- Entire agreement. This Agreement, together with any written purchase, distribution or service agreement covering the Equipment, is the entire agreement on the Licensed Materials. If they conflict, the signed written agreement controls.
- Changes. We may update this Agreement by posting a new version on the website. The version in effect when you download a file applies to that file; continued use after an update means you accept it.
- Assignment. You may not assign this Agreement without our written consent. We may assign it to an affiliate or successor.
- Severability. If any provision is unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect.
- No waiver. Failure to enforce a provision is not a waiver.
- U.S. Government users. The Software and Documentation are "commercial computer software" and "commercial computer software documentation" licensed only under these terms.
