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Seven Bridges End User License Agreement sbg-cwl, © 2018 Seven Bridges Genomics Inc. (the “Software”)

  1. License Grant. Subject to the terms of this agreement, Seven Bridges hereby grants to you, on the condition that you are an Eligible Licensee, a non-exclusive and non-transferable license to download, install, and use the Software solely for academic or non-commercial research purposes. Commercial use of the Software requires a separately executed written license agreement. Eligible Licensees shall mean (a) non-profit or government entities, or (b) natural persons.

  2. Restrictions. Section 1 states the entirety of your rights with respect to the Software, and we reserve all rights not expressly granted to you in this agreement. Without limiting the foregoing, you shall not modify or create derivative works of the Software other than for limited personal use, remove or obscure any proprietary markings on the Software, sublicense or distribute the Software, transfer the Software to a commercial third party, have the Software used by a commercial third party on your behalf (including but not limited to use as part of a service provided for financial reward), or put the Software on a network, server, or other similar technology that may be accessed by anyone other than you and your employees who have agreed to the terms of this agreement.

  3. Intellectual Property. You acknowledge that title to the Software shall remain with Seven Bridges. You agree to include appropriate attribution if any results obtained from use of the Software are included in any publication.

  4. Indemnification. You will defend, indemnify, and hold harmless Seven Bridges and its affiliates, independent contractors, service providers, suppliers, partners, resellers, distributors, and consultants, and their respective directors, officers, employees, and agents (collectively, “Company Parties”) from and against any third party claims, suits, or actions and any resulting damages, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of, or inability to use, the Software; or (b) your violation of any terms of this agreement.

  5. Disclaimers. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. SEVEN BRIDGES DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE IS FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS OR THAT THE SOFTWARE WILL TRANSMIT DATA IN A SECURE MANNER. SEVEN BRIDGES SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE SOFTWARE. SEVEN BRIDGES DOES NOT PROVIDE ANY WARRANTY OR REPRESENTATIONS OF ANY KIND THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, ACHIEVE ANY KIND OF INTENDED PURPOSE, BE COMPATIBLE WITH ANY OTHER SOFTWARE OR SYSTEM, OR HAVE ERRORS THAT CAN BE CORRECTED.

  6. Limitation of Liability. IN NO EVENT SHALL ANY COMPANY PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  7. Termination. This agreement is effective until terminated by either party. Your rights under this agreement will terminate automatically without notice from Seven Bridges if you fail to comply with the terms of this agreement. You may terminate the agreement by giving written notice of termination to Seven Bridges. Upon termination of this agreement, you shall immediately discontinue all use of the Software and destroy the original and all copies, full or partial, of the Software, including any modifications or derivative works, and associated documentation.

  8. General. This agreement shall be governed by the laws of the Commonwealth of Massachusetts, excluding the application of its conflicts of law rules. If any provisions of this agreement are held invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect. This agreement is personal to you and any rights or obligations assigned by you without the prior written consent of Seven Bridges shall be null and void. This agreement sets forth the entire agreement among the parties with respect to the Software and supersedes all prior agreements or understandings between the parties with respect to the Software whether written or oral.