IDEXX SECURE FILE TRANSFER TOOL SOFTWARE LICENSE AGREEMENT

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE AND USING THE SOFTWARE CONTAINED HEREIN. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU, AND THE ENTITY YOU REPRESENT, ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTIONS 2, 3 AND 4; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 6 AND 7; AND LIABILITY IN SECTION 9. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.

This Agreement sets forth the terms of the license from IDEXX Laboratories, Inc. (or IDEXX Laboratories Canada Corporation, for Canadian licenses) for the IDEXX Secure File Transfer Tool software applications licensed or sublicensed to you by IDEXX, its affiliates or our authorized distributors. The words we, us and our refer to IDEXX, IDEXX’s affiliates and our authorized distributors.

1. DEFINITIONS: As used in this Agreement, the following terms, whether used in the singular or plural, shall have the following meanings:

Software Product(s)” means all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, in each case consisting of a series of instructions, statements or data in machine-readable, object-code form only; any patches, fixes, revisions, updates, upgrades, enhancements or other modifications; and any related user manuals, associated media, handbooks, educational material and other printed, written, “online” or electronic documentation and materials, in any case which we provide you pursuant to this Agreement or under our limited warranty.

Use” means operating of any computer or other equipment on which the Software Products reside or copying all or any portion of the Software Products from storage units or media into either the temporary memory (i.e., RAM) or into the permanent memory (e.g., hard disk, CD or other storage device) of any device (such as, but not limited to, a computer, terminal, PC, single-user workstation, user interface or real-time device) for the purpose of processing the instructions or statements contained in the Software Products.

2. LICENSE: Subject to the terms and conditions set forth in this Agreement, we grant to you, and you accept, a nonexclusive license (and, in the case of Software Products that a third party has licensed to us, sublicense), without the right to sublicense, to Use the Software Products for your internal purposes only. You may transfer your copy of the Software Products together with any related hardware on a permanent basis, provided that you notify us as to the name and address of the recipient of your copy and that such recipient agrees in writing to the terms and conditions of this Agreement (however, the benefit of our limited warranty shall not extend to your transferee). Without limiting the foregoing, we do not grant any rights for the Use or other utilization of the Software Products, directly or indirectly, for the benefit of any person or entity except you, or for the purpose of developing application programs, written materials or other products.

3. OWNERSHIP, INTELLECTUAL PROPERTY RIGHTS AND NONDISCLOSURE: We and our licensors retain all right, title and interest in the Software Products and any copies thereof, including all copyright, trade secret, patent and other intellectual or industrial property rights therein. Physical copies of the Software Products (in CD-ROM, diskette, tape or any other media, which we provide you or which you use to make copies of Software Products provided to you electronically, such as via the Internet or otherwise) remain our property. Such copies shall be deemed to be on loan to you during the term of the license granted by this Agreement, and you will return them to us on expiration or termination of this Agreement.

We disclose the Software Products to you in confidence, and you shall not cause or permit disclosure, copying, display, loan, publication, transfer of possession (whether by sale, exchange, gift, operation of law or otherwise) or other dissemination of Software Products, in whole or in part, to any third party without our prior written consent, except as provided in the first paragraph of Section 2. You shall limit use of and access to the Software Products to such of your employees as are directly involved in their utilization, except as provided in the first paragraph of Section 2. You shall take all reasonable steps to safeguard the Software Products and to ensure that no unauthorized persons have access to them and that no persons authorized to have such access take any action that would be in violation of this Agreement if you took such action yourself. You shall promptly report to us any actual or suspected violation of this subsection and shall take further steps as we may request to prevent or remedy any such violation. Notwithstanding anything to the contrary in this Agreement, you may make a single copy of the Software Products solely for back-up purposes.

You shall not alter or remove any copyright, trade secret, patent, proprietary and/or other legal notices contained on or in copies of the Software Products. The existence of any such copyright notice on Software Products shall not be construed as an admission, or be deemed to create a presumption, that publication of such materials has occurred.

Notwithstanding the foregoing, with respect to any “open source” or “free software” code that is incorporated in the Software Products and which we have modified: (1) to the extent expressly required by our licensors we permit reverse engineering of such code, for the limited purposes required by such licensors and for no other purpose; and (2) to the extent expressly required by our licensors we will provide you a machine readable copy of the source code to such software components upon your written request.

4. OTHER RESTRICTIONS: You agree that the Software Products are for your internal purposes only, and you will not use them, directly or indirectly, for the benefit of any other person or entity (including, without limitation, on a time-sharing, service bureau or any other basis), or for the purpose of developing application programs, written materials or other products. You shall not modify, enhance, reverse engineer, decompile, disassemble, or otherwise change or supplement the Software Products.

5. UPDATES: Except as may be set forth in our limited warranty, you have no rights to future software patches, fixes, revisions, updates, upgrades, enhancements or other modifications (collectively, “modifications”). If you are not covered by our limited warranty or, and we provide you any modifications, it is strictly an accommodation to you; and you agree such accommodation gives you no basis to claim you have a right to such modifications. You agree to treat all modifications that we provide, whether or not you are covered by our limited warranty (as set out below in Section 6), as Software Products and to use them solely in accordance with, and to the extent permitted, under this Agreement.

6. DISCLAIMER OF WARRANTY: THERE IS NO WARRANTY FOR THE SOFTWARE PRODUCTS, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE SOFTWARE PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, WRITTEN OR ORAL,INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

Data Unavailable: The Software Products provide a means for secure file transfer between your computer and IDEXX. Data will be held by IDEXX for no longer then thirty (30) days. Data transferred to IDEXX is not a backup file and IDEXX makes no guarantee the copy of the file sent to IDEXX will be available to you for backup or other purposes.

7. THIRD-PARTY PRODUCTS; NO SOFTWARE WARRANTY: [Intentionally Omitted.]

8. TERM: The license granted you under this Agreement is effective from the date of installation of your Software Products and shall remain in effect until either (1) we terminate because of your failure to comply with any provision of this Agreement or (2) you terminate by providing written notice to us. All of your obligations under this Agreement survive the termination of the license. Upon any termination of the license granted under this Agreement, you shall return to us (or, at our option, destroy and certify in writing to us that you have destroyed) the original and all copies of the Software Products, including compilations, translations, partial copies and modifications, if any. Because unauthorized use or transfer of the Software Products may substantially diminish the value of such materials and irrevocably harm us, if you breach the provisions of Sections 2, 3, 4 or 8 of this Agreement, then we shall be entitled to injunctive and/or other equitable relief, in addition to other remedies afforded by law, to prevent a breach of such provisions.

9. LIMITATION OF LIABILITY: We are not liable for failure to perform under this Agreement due to circumstances beyond our reasonable control. UNDER NO CIRCUMSTANCES WILL WE OR OUR SUPPLIERS/LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR MULTIPLE DAMAGES, OR FOR LOSS OF PROFITS, DATA, EQUIPMENT OR USE, OR BUSINESS INTERRUPTION, ARISING OUT OF THE MANUFACTURE, SALE, SUPPLY OR USE OF OUR PRODUCTS OR SERVICES OR FAILURE OR DELAY IN DELIVERING SUCH PRODUCTS OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

OUR ENTIRE LIABILITY FOR A PRODUCT OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of special, incidental, consequential, indirect, exemplary or multiple damages or the limitation of liability to the actual price paid for the product or service, so the above limitations may not apply to you. Our limited warranty gives you specific legal rights, and you may also have other rights that vary from jurisdiction to jurisdiction.

11. COMPLIANCE WITH LAWS: You shall deal with the Software Products in conformity with applicable laws of all government authorities, including without limitation the U.S. Export Administration Act. You shall obtain all permits, licenses and other documentation required in connection with the purchase, installation, sale, export, shipment or use of any products. You shall not divert or transship any products other than within the country of destination specified in our shipping order or permit anyone else to do so.

12. ENTIRE AGREEMENT; NO MODIFICATIONS: Except as specifically provided in this Agreement, this Agreement is our entire agreement with respect to its subject matter, and it supersedes all prior oral or written agreements or statements. Neither party can modify this Agreement except in a written document signed by authorized representatives of both parties. Any term or condition of your purchase order or any other document that you provide to us which is in any way different from, inconsistent with or in addition to the terms and conditions set forth herein will not become a part of the contract between us and you or be binding on us.

13. ASSIGNMENT: Except as and to the extent provided in the first paragraph of Section 2, you may not delegate your duties or assign your rights or claims under this Agreement to any other person, even if you sell any equipment on which Software Products reside, or your business including such products, to another. If you attempt to assign this Agreement other than in accordance with the first paragraph of Section 2, it will be void, and we will not have any obligations to you or your assignee.

14. GOVERNING LAW; EXCLUSIVE JURISDICTION; WAIVER OF JURY TRIAL: This Agreement and our respective rights and duties are governed by and shall be interpreted and enforced in accordance with the laws of Maine (or Ontario, for Canadian sales), without giving effect to the principles of the conflict of laws thereof. Any legal actions relating to this Agreement must be brought in the court of appropriate jurisdiction in the State of Maine (or in the Province of Ontario, for Canadian sales), which shall have exclusive jurisdiction (except that we may bring an action for an injunction or similar equitable relief against you in any proper jurisdiction), and you hereby waive any claim of lack of jurisdiction or inconvenient forum. YOU AND WE WAIVE TRIAL BY JURY IN ANY LEGAL ACTION BY OR AGAINST US IN SUCH LEGAL ACTIONS. We each further waive any claims against the other for exemplary damages in any legal actions relating to this Agreement. The prevailing party in any such legal actions shall be entitled to an award of its reasonable legal fees and costs.

15. ENFORCEABILITY; REMEDIES; WAIVER: If any provisions of this Agreement are held by a court of competent jurisdiction to be unenforceable in any respect, the enforceability of the remaining provisions shall not be affected in any way, and both parties agree to replace any unenforceable provision with an enforceable and valid arrangement which, in its economic effect, is as close as possible to the unenforceable provision. Except as expressly stated herein, the remedies contained in this Agreement are cumulative and in addition to any other remedies at law or equity. Our failure to enforce, or any waiver by us of a breach of, any provision of this Agreement shall not constitute a waiver of any other breach of such provision.

16. GOVERNMENT CONTRACT PROVISIONS: Any Software Product or other software or documentation supplied under this Agreement that is acquired by or on behalf of the U.S. Government or other national government, is “commercial computer software” or “commercial computer software documentation,” and absent a written agreement to the contrary, the government’s rights with respect to such Software Products, or other software or documentation, are limited by the terms of this document, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a) or such other rules or regulations applicable now or in the future, as applicable.

17. ENGLISH LANGUAGE (Québec only): The parties confirm that it is their wish that this Agreement and any other documents delivered or given pursuant to this Agreement, including notices, have been and shall be in the English language only. Les parties aux présents confirment leur volonté que cette convention de même tous les documents, y compris tous avis, s'y rattachant, soient rédigés en anglais seulement