End User License Agreement

GENOME COMPLIER END USER LICENSE AGREEMENT

IMPORTANT INFORMATION - PLEASE READ CAREFULLY: this Genome Compiler License Agreement (this “License Agreement”) is the legal agreement between you (either an individual or an entity) and Genome Compiler Corporation (“Genome Compiler”) with regard to Genome Compiler’s website (the “Website”) and Genome Compiler's proprietary software tool intended for design and ordering of artificial gene sequences, comprising server software, downloadable client software and applicable documentation (collectively: the “Software”). By entering the Website, or by downloading and installing the downloadable client software on your computer, cellular phone or other mobile or handheld device ("Device"), or by otherwise using the Software, you acknowledge that you have read this License Agreement and that you agree to be bound by its terms and conditions. We recommend that you keep a copy of this License Agreement for your records.

IF YOU DO NOT AGREE TO THIS LICENSE AGREEMENT DO NOT DOWNLOAD, COPY OR INSTALL THE SOFTWARE OR ANY PART THEREOF, AND DO NOT USE IT IN ANY MANNER WHATSOEVER.

1. Grant of License.Subject to the provisions contained herein, Genome Compiler hereby grants you a limited, non-exclusive, non-transferable license to use the Software and install it on your Device for designing gene sequences and ordering such designed gene sequences in synthesized form for non-commercial use, and for such purposes only. For commercial use license contact us at info@genomecompiler.com.

    2. Restrictions on Use. You may not: (i) copy, modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software; (ii) except as permitted herein, share or permit other individuals or entities to use the Software, rent, lease, sublicense or transfer the Software or rights to use it; (iii) delete or modify any attributions, legal notices or other proprietary designations or labels on the Software, or on any third-party software or material; (iv) use the Software by itself or in conjunction with any other products to infringe upon any third party's rights, including without limitation third party's intellectual property rights, to invade users' privacy in any way, or to track, store, transmit or record personal information about any other user of the Software; nor (v) make any commercial use of the Software. Any such forbidden uses shall immediately and automatically terminate your license to use the Software, without derogating from any other remedies available to Genome Compiler at law or in equity. Genome Compiler may (but is not obligated to) conduct random checks to ensure your compliance with the foregoing restrictions.

3.             Title and Ownership.

3.1.            You acknowledge and agree that the Software, including any revisions, corrections, modifications, enhancements and upgrades thereto, as well as all accompanying materials, are owned by Genome Compiler or its licensors or suppliers, and are protected under copyright laws and treaties.

3.2.            You further acknowledge and agree that all right, title, and interest in and to the Software, including associated intellectual property rights (including, without limitation, any patents (registered or pending), copyrights, trade secrets, logos, trademarks, etc), evidenced by or embodied in, or attached, connected or related to the Software (including, without limitation, the code), are and shall remain owned solely by Genome Compiler or its licensors, as the case may be.

3.3.            This License Agreement does not convey to you any interest in or to the Software, but only a limited, revocable right of use in accordance with the terms of this License Agreement. Nothing in this License Agreement constitutes a waiver of Genome Compiler's intellectual property rights under any law. Furthermore, you are not granted any right, license or interest whatsoever with respect to any of Genome Compiler’s trademarks, and you agree that no such right, license or interest shall be asserted by you with respect to such trademarks.

4.             Third-Party Software. Any third-party software that may be provided with the Software is included for use at your option. Such third-party software is provided under the terms of the license attached or linked thereto or, if no such license is attached, such third-party software is provided AS-IS and all the other provisions of this Agreement shall apply to all such third-party software providers and third-party software as if they were Genome Compiler and the Software respectively.

5.             Upgrades. At Genome Compiler's sole discretion, Software updates or upgrades may be made available for download from time to time. Some updates or upgrades may be optional and some may be mandatory in order to operate the Software. At its sole discretion, Genome Compiler may (but is not obligated to) provide email or internet-based support with online help. For the purpose of clarification, any upgrades that impact privacy of users or result in changes to this License Agreement will require your acceptance or new download of the Software.

6.             Compliance with Law. This Software is intended for use only in compliance with applicable laws. You undertake to use the Software only for downloading, designing gene sequences and ordering them in synthesized form in accordance with all applicable laws and only to the extent you have right, license or other permission to design and order such genetic material.

7.             Bio-Security Compliance. Genome Compiler reserves the right to refuse any order to synthesize gene sequences, whether such sequence was designed using the Software or by use of any other design tool, for reasons of non-compliance with bio-security regulations, standards or practices. Without limiting the foregoing, you undertake not to misuse the Software for design or manufacture of gene sequences that do not comply with any bio-security regulations or with generally accepted industry standards and practices.

8.             Privacy Policy.

8.1.            When you browse the Website or use the Software, Genome Compiler may access, track, collect and use information provided by you or information gathered with regard to your activities, such as the manner, consistency and duration of your use of the Website and the Software, and other information identifying the ways in which you use the Website, the Software or parts thereof. This information may be collected both as non-individually identifiable information and identifiable information for purposes of internal quality control, business analytics, business statistical analysis and general supervision.

8.2.            Genome Compiler may also use your personal information (such as email address, phone numbers, etc) to inform you of updates and upgrades, new features of the Software, other products available by Genome Compiler and similar promotional activities carried out from time to time.

8.3.            Furthermore, upon placing an order, Genome Compiler will be entitled (but not obliged) to record the gene sequence designed and ordered by you, for use in the production of synthesized genes designed and order by other users of the Software, whether such other designs are the same as, or share certain similarities with, the design made by you. For clarification, Genome Compiler will not, without your permission, publically display your design or other work products or otherwise share them with (or allow them to be accessed by) other users, but where Genome Compiler detects a design that has been made independently by another user and which shares certain patterns or features with your design, it may refer to your design for purposes of streamlining the production of such similar design. Likewise, in the production of your design, Genome Compiler may draw on information previously collated from designs of other users who had placed orders for gene sequences containing similarities to yours.

9.             Changes to Website and Software. Genome Compiler may change, modify, suspend or discontinue any aspect or feature of the Website, the Software or related services at any time. Genome Compiler may also impose limits on certain aspects or features or restrict your access to parts or all of the Website or the Software, including (without limitation) the availability of bandwidth or storage allotted for any of Genome Compiler's services, without notice or liability.

10.         Changes to License Agreement. Genome Compiler reserves the right, at its sole and absolute discretion, to change, modify, add to or delete any of the terms and conditions of this License Agreement at any time, whereas material changes will be disclosed to you through a patch process, by email, or through website posting. Except for material changes to this License Agreement which shall be subject to your specific acceptance, your continued use of the Software, following any revision of the Software or this License Agreement, constitutes your complete and irrevocable acceptance of any and all such changes.

11.         No Support. Genome Compiler has no obligation to provide technical support under this License Agreement.

12.         Placing an Order. You shall provide Genome Compiler with the particulars concerning the order using the Software. These particulars shall remain your property through the synthesis process. You hereby grant Genome Compiler a limited, non-exclusive, royalty-free license to use these particulars for the purpose of fulfilling the order. After placing an order, Genome Compiler shall provide you with a quote (or quotes) with respect to the Order. Only after receiving your approval of the quote (or quotes) shall Genome Compiler process your order.

13.         Storing Order Information. Should you so choose, Genome Compiler shall provide you with an option to store your order information using one of Genome Compiler’s third party hosting services. Storing your order information shall allow you to share it with other users at your discretion, using a feature embedded for this purpose in the Software. Genome Compiler shall choose the vendor that will supply such information storage services at its discretion, and your choice to use such storage service constitutes an acceptance of all terms and conditions of the relevant vendor. The identity of the vendor as well as its terms and conditions may change from time to time.

14.         Purchase, Payment & Shipment. Genome Compiler shall not process an order without receiving prepayment of the full amount of the purchase price. Quotes provided for any specific order shall be valid for a period of 5 days, and if not accepted and paid within such period will thereupon expire without further notice. Genome Compiler shall undertake reasonable efforts to produce each ordered synthesized gene sequence within 30 days of the placement of the order through the Software. The orders, once produced, are to be shipped by courier services at your expense unless instructed otherwise by you in writing.

15.         Production by Others. Genome Compiler shall not be responsible for the handling or supply of any synthesized gene sequences that had been designed by your use of the Software but which you had referred for production by another manufacturer.

16.         Inspection of Goods. Upon receipt of your order, you must examine the delivered synthesized gene sequence for any damages, inconsistencies or shortages. Any claims with respect to the synthesized gene sequence delivered to you must be submitted to Genome Compiler within 30 days after its receipt. If you fail to submit such claim within this time period, the delivery and its contents will be deemed accepted by you.

Claims concerning orders should be sent to support@genomecompiler.com.

17.         No Returns. Once an order has been placed it cannot be cancelled and is nonrefundable.

18.         Warranty Disclaimer regarding the Software Use.The Software is provided free of charge, on an "As-Is" basis, without warranty of any kind. To the maximum extent permitted by applicable law, Genome Compiler disclaims all warranties, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk arising out of the use or performance of the Software remains with you. Genome Compiler further does not represent or warrant that the Software will always be available, accessible, uninterrupted, timely, secure, accurate, complete, error-free or virus-free, or that it will operate without loss, nor does Genome Compiler warrant any connection to or transmission from the internet.

19.         Limited Warranty regarding the Software’s Output. Genome Compiler’s sole and exclusive warranty to you is that the synthesized genetic material delivered to you will have the gene sequence as designed and ordered by you through the Software. The foregoing warranty is in lieu of any and all other warranties, whether expressed or implied. Genome Compiler disclaims all other warranties, including, without limitation, any implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. For avoidance of doubt, Genome Compiler does not warrant or guarantee that the synthesized gene sequence delivered to you pursuant to your order will have any particular qualities, properties or effects of any kind, or that it will be suitable for any particular use or carry any value of any kind.

20.         Exclusion of Consequential Damages. Under no circumstances and under no legal theory (tort, contract or otherwise), shall Genome Compiler or its licensors be liable to you or any other person for any indirect, special, incidental or consequential damages of any type including, without limitation, damages for loss of goodwill, business interruption, computer failure or malfunction, loss of business profits, loss of data or business information, or any and all other commercial damages or losses.

21.         Limitation of Liability Use of Software. Your sole recourse in the event of any dissatisfaction with the Software is to cease using it.

22.         Limitation of Liability – Use of Ordered Designs. Genome Compiler shall not be liable for any use of the synthesized gene sequence designed and ordered by you or for any loss, claim, damage or liability of any kind that may arise from the use, handling or storage of such ordered synthesized gene sequence.

23.         Intellectual Property in Your Designs and Orders.

22.1.        You warrant and represent that you have all the necessary licenses, rights and approvals, including but not limited to, all intellectual property rights, in all particulars pertaining to all designs and orders made and placed by you through your use of the Software.

22.2.        You hereby agree to, and shall indemnify and hold harmless Genome Compiler, its affiliates, officers, agents and employees from and against any claim or liability arising out of, any breach of the foregoing representation and warranty, including, but not limited to, any claims of intellectual property infringement.

22.3.        All intellectual property rights in the designs and orders shall vest in you, provided, however, that you hereby agree to grant to Genome Compiler a non-exclusive, limited, royalty-free license in the designs and orders for Genome Compiler's future use as set forth in Section 7 above (“Privacy Policy”).

24.         Export Controls. Without derogating from any other terms herein, you agree to comply with all export laws and restrictions and regulations of the United States or any other relevant foreign agency or authority, and agree that you will not export, or allow the export or re-export of the Software or any synthesized gene sequences ordered by you, in violation of any such restrictions, laws or regulations. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country.

25.         Tax.

You are solely responsible for any applicable taxes, duties, levies and charges payable in connection with the use of the Software and any orders placed through the Software, including, without limitation, any VAT, sales, excise or similar tax.

26.         Term & Termination. This License Agreement becomes effective upon the earlier of your receipt or installation of the Software. Upon your failure to comply with the terms of this License Agreement or any other agreement you have with Genome Compiler, Genome Compiler shall have the right to immediately terminate your license and this License Agreement. Upon termination of this License Agreement, the license granted to you in this License Agreement shall automatically expire and you, upon termination, shall discontinue all further use of the Software, and you shall promptly return to Genome Compiler all tangible property representing Genome Compiler's intellectual property rights and all copies thereof and shall delete any such information held by you in electronic form. Sections, 3, 8 and 16 through 26 (inclusive) shall survive any termination of this Agreement.

27.         Miscellaneous. This License Agreement shall constitute the complete and exclusive agreement between us and may be amended only in writing. Genome Compiler's acceptance of your use of the Software is expressly made conditional on your assent to the terms set forth herein. If any provision of this License Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This License Agreement shall be construed and governed in accordance with the laws of the State of California (regardless of its conflict of law provisions). Failure of Genome Compiler to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed a waiver of such rights or of subsequent actions in the event of future breaches. In the event of dispute between the parties hereto concerning this Agreement, any and all legal costs, and reasonable attorney's fees, incurred by the prevailing party in connection with such dispute, shall be paid by the non-prevailing party. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

I HAVE READ AND UNDERSTOOD THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ALL OF THE TERMS.