THIS AGREEMENT (THE “Agreement”) GOVERNS ALL SOFTWARE PROVIDED TO YOU BY ADVANCED BIOCOMPUTING, LLC (“ABC”), ANY AND ALL ERROR CORRECTIONS, ENHANCEMENTS, NEW FEATURES, CUSTOMIZATIONS, UPDATES, UPGRADES, AND MODIFICATIONS THERETO (COLLECTIVELY, THE “Software”), AND ANY RELATED STANDARD USER DOCUMENTATION FOR THE SOFTWARE THAT ABC MAKES GENERALLY AVAILABLE TO ITS CUSTOMERS (THE “Documentation”).

YOU WILL BE REQUIRED TO INDICATE YOUR AGREEMENT TO THESE TERMS AND CONDITIONS IN ORDER TO DOWNLOAD THE SOFTWARE. BY CLICKING ON THE “I Accept” BUTTON, DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING ANY MEDIA THAT CONTAINS THE SOFTWARE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND FURTHER AGREE TO BE BOUND BY ITS TERMS.

Grant of License. Subject to your compliance with the terms and conditions of this Agreement, ABC grants to you a nonexclusive license: (a) to use the Software solely for your personal use on computers you personally own; and (b) to copy the Software solely as reasonably necessary to exercise the license rights granted in subsection (a), including making a reasonable number of copies for backup and archival purposes. Your rights in the Software will be limited to those expressly granted in this Agreement. ABC reserves all rights and licenses in and to the Software not expressly granted to you under this Agreement.

License Restrictions. You may not use the Software in any manner other than for your own personal, non-commercial use. You may not publish or otherwise publicly display, present or distribute raw or derivative results of using the Software. You may not use the Software on any computer you do not personally own. You may not use or allow the Software to be used for consulting, contracting, or advising. You may not transfer, sublicense, or otherwise distribute the Software to any third party, nor may you allow any third parties to use the Software. You must irreversibly erase all copies of the Software from any computer or storage device you own prior to transferring ownership of said computer or storage device. You agree to direct parties interested in using the Software to contact ABC so that they may obtain an authorized, licensed copy. When you accept this Agreement, you will be provided with a unique URL from which you may download the Software. You may not share this URL with any third parties. You may not lease, lend, or rent the Software, use the Software to provide service bureau, time sharing, rental, application services provider, hosting, or other computer services to third parties, or otherwise make the functionality of the Software available to third parties in any way. You may not disassemble, decompile, or reverse engineer the Software nor permit any third party to do so, except to the extent such restrictions are prohibited by law. You acknowledge and agree that the Software is designed for use solely in pre-clinical research settings, and you will not use the Software for medical diagnosis or for other clinical purposes. With any copies of the Software you maintain, you may not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on the Software or displayed by the Software as delivered to you. You will reproduce such notices on all copies you may make of the Software.

Government Rights. The Software and Documentation are “commercial computer software” and “commercial computer software documentation”, respectively, as such terms are used in FAR 12.212, DFARS 252.227-7014 and DFARS 227.7202. Any use, duplication or disclosure of the Software or the Documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this Agreement.

Feedback. For any new features, functionality or performance for the Software or any software code (such as bug fixes or enhancements) you suggest to ABC or its representatives (collectively “Contributions”), assuming you possess the rights to do so, you may be requested by ABC to enter these Contributions into the public domain or to transfer and assign to ABC, all right, title, and interest recognized in any country or jurisdiction in the world in and to such Contributions.

At ABC’s sole discretion and without advance notice or any continuing obligation, ABC may provide error corrections, bug fixes, enhancements, new features, and customizations to the Software or Documentation at no additional cost to you. In order to obtain these updates and the right to use them, you may be required to agree to a new license agreement. ABC may further require payment for the provision of bug fixes, enhancements, upgrades, new customizations or continued support for existing customizations. You acknowledge and agree that this Agreement does not impose any obligation on ABC to provide any support for the Software, and except as set forth above, ABC will have no obligation to respond to any technical issues with respect to your use of the Software, or to create or provide any error corrections, bug fixes, modifications, enhancements, updates or new versions or releases of the Software.

The Software and Documentation are provided to you at no cost. However, you are responsible for any fees or expenses that you may incur when using or downloading the Software or Documentation.

The Software and Documentation are provided “as is” with no warranties of any kind, express or implied. Without limiting the foregoing, ABC does not warrant that the Software will meet your requirements, that the Software will operate in the combinations that you may select for use, that the operation of the Software will be error-free or uninterrupted or that all Software and/or Documentation errors will be corrected. ABC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ABC OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

ABC Indemnification. You agree to indemnify, defend and hold harmless ABC, ABC’s affiliates, and, as applicable, each of their respective present and former staff, employees, directors, officers, agents, successors, and assigns (each an “ABC Indemnitee”) from and against any and all judgments, losses, expenses, damages and/or liabilities (including reasonable attorneys’ and expert witness fees and court costs), that an ABC Indemnitee may incur from any and all third party claims, suits, actions and/or proceedings to the extent that it is based upon: (a) any act, error, or omission of yours, including without limitation any act, error or omission of yours that results in injury or death to persons, damage to property, products liability, and/or injury to business (such as, but not limited to, business interruption or damage to reputation) arising out of, relating to, or incidental to the use of or other exploitation of the Software and/or Documentation; (b) a breach of this Agreement by you or any allegation that, if true, would constitute a breach of this Agreement by you; and/or (c) the use or other exploitation of the Software and/or Documentation in the design, development, production, manufacture, sale or offer for sale, use, importation, lease, marketing, performance or promotion of any product or service by you including, without limitation, claims for infringement or misappropriation of a third party’s intellectual property rights or product liability.

WashU Indemnification. You will indemnify, defend and hold harmless Washington University in St. Louis (“WashU”, a corporation of the State of Missouri and assignor to ABC of certain copyrights in the Software and Documentation), WashU’s affiliates, and, as applicable, each of their respective present and former trustees, faculty, staff, employees, students, directors, officers, agents, successors and assigns (each a “WashU Indemnitee”) from and against any and all judgments, losses, expenses, damages and/or liabilities (including, without limitation, any and all attorneys’ fees and expert witness fees and court costs), that a WashU Indemnitee may incur from any and all claims, suits, actions and/or proceedings arising out of, relating to, or incidental to: (a) any act, error or omission of WashU, including without limitation, any act, error, or omission of WashU that results in injury or death to person, damage to property, products liability, and/or any injury to business (such as, but not limited to, business interruption or damage to reputation) arising out of, relating to, or incidental to the use of or other exploitation of the Software and/or Documentation; (b) a breach of this Agreement by you; and/or (c) the use or other exploitation of the Software and/or Documentation in the design, development, production, manufacture, sale or offer for sale, use, importation, lease, marketing, performance or promotion of any licensed product or licensed service by you including, without limitation, claims for infringement or misappropriation of a third party’s intellectual property rights or product liability.

Injunctions. If your use of the Software and/or Documentation is, or in ABC’s opinion is likely to be, enjoined due to the types of claims specified in the above paragraphs, ABC may, at its sole option and expense: (a) procure for you the right to continue using such Software and/or Documentation under the terms of this Agreement; (b) replace or modify such Software and/or Documentation so that it is non-infringing and substantially equivalent in function or content to the enjoined Software and/or Documentation; or (c) terminate your rights and ABC’s obligations hereunder with respect to such Software and Documentation.

Sole Remedy. THE PROVISIONS OF THE PARAGRAPH ABOVE SET FORTH ABC’S SOLE AND EXCLUSIVE OBLIGATIONS, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

IN NO EVENT WILL ABC BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, BODILY INJURY OR LOSS OF LIFE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE OR MAINTENANCE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ABC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

This Agreement and the licenses granted herein will begin upon your acceptance of this Agreement, and will remain in effect until terminated in accordance with the terms of this Agreement.

Each party will have the right to terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written or e-mail notice thereof. You may terminate this Agreement at any time for any reason or no reason by immediately ceasing use of the Software and destroying or returning all copies of the Software as described herein. ABC may terminate this Agreement at any time for any reason or no reason upon written or e-mail notice to you. Termination of this Agreement pursuant to this Section terminates all Software licenses granted hereunder. Upon termination of this Agreement, you will promptly return to ABC or destroy all copies of the Software within your possession or control, and all portions thereof, in all forms and types of media.

You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without ABC’s express prior written consent. Any attempt to assign this Agreement without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. This Agreement will be governed by and construed in accordance with the laws of the State of Missouri excluding that body of laws known as conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in St. Louis, Missouri, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. You agree to comply fully with all relevant export laws and regulations of the United States (“Export Laws”) to ensure that neither the Software nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of Export Laws; or (b) used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. The rights and obligations of the parties contained in the sections headed License Restrictions, Fees and Expenses, No Warranty, Indemnification, Limitation of Liability, and General will survive the termination of this Agreement or of any individual Software license granted hereunder.