EULA

GOLDEN HELIX SOFTWARE END USER LICENSE AGREEMENT

This End User License Agreement (the “Agreement”) is a legally binding document between you and Golden Helix governing your use of the Software (as defined below). Please read it carefully before you install and use the Software.

IF YOU DO NOT AGREE TO THIS AGREEMENT OR DO NOT HAVE THE AUTHORITY TO SO AGREE, YOU WILL NOT BE PERMITTED TO USE THE SOFTWARE.

You will be requested at the end of this Agreement to indicate your acceptance of it by clicking the box labeled “I Accept the License Agreement” that is displayed below and then clicking the “Next” button.

By clicking on the “I Accept the License Agreement” button:

(i) you will have accepted and agreed to be bound by the terms of this Agreement on behalf of yourself and your employer (or other person or entity you may represent) (collectively referred to as “you” and “your”), and

(ii) you will also have confirmed that you have authority to agree to be so bound.

BY CLICKING ON THE “I Accept the License Agreement” BUTTON, YOU FURTHER ACKNOWLEDGE AND AGREE TO THE USE OF THE SOFTWARE AND ALL LIMITATIONS AND WARRANTIES HEREIN.

If you do not accept this Agreement, click the button labeled “Cancel” and do not complete the installation process. The entire software package should then be deleted if received electronically or, if delivered physically, returned to Golden Helix, Inc. at 203 Enterprise Blvd., Suite One, Bozeman, Montana, 59718, United States of America.

1. Definitions.

(a) “Software” means HelixTree®, SNP and Variation Suite™ (“SVS”), GenomeBrowse®, VarSeq®, VSWarehouse™, and/or other software that you are licensing from Golden Helix, Inc., and includes any additional packages, modules, upgrades, modified versions, updates, additions, and copies of such software, and any third party software Golden Helix, Inc. is licensed to include in the Software.

(b) “You” means the licensee. If the licensee is a company, then “you” includes those employees of the company who will be using or evaluating the Software.

(c) “We,” “us,” and “our” means Golden Helix, Inc.

(d) “Documentation” means all of the explanatory written materials that accompany the Software.

2. Terms of License.

We hereby grant you a non-exclusive, non-transferable license to install and use the Software as described below in the section pertinent to the type of license granted to you, as specified on the applicable invoice. The appropriate number of machine-specific license keys will be provided to you, based on the license type or as stated on your invoice. These keys will expire upon termination of your right to use the Software. Unless you have purchased the Server License Option, as described in section 2(a)(iv) below, this is not a license to store or use the Software on a network server computer. This Software is licensed as a single product and its component parts may not be separated for use on more than one computer.

(a) SNP & Variation Suite (SVS)

i. Single Named User License. If you purchased a Single Named User License, then you may install the Software on one computer to be used exclusively by the individual specified on the applicable invoice. You will be required to register for an individual login and password prior to the first use of the Software, and this login will be required for each use of the Software thereafter. The Software and user login may not be shared with or used by any other individual.

ii. Lab License. If you purchased a Lab License (also called a “kiosk” license), then you may install the Software on one computer for use by any individual in your organization. The software is not to be used by people outside of your organization. The Lab License does not allow you to put the Software on a server, nor any other device that enables remote access. You will be required to register for a login and password prior to the first use of the Software, and this login will be required for each use of the Software thereafter.

iii. Server License. If you have purchased the Server license, then you may install the Software on one server that allows any individual in your organization to access the Software from within your organization. Each user will be required to register for an individual login and password prior to their use of the Software, and this login will be required for each use of the Software thereafter. Each individual user login may not be shared with or used by another individual. You may remove users and add new users during your license term, with the maximum number of users at a given time designated at the time of purchase. The Software must be installed in such a way that it is inaccessible by anyone outside of your organization.

iv. Site License. If this license is for a machine covered by a separate Site License Agreement with us, you may install additional copies of the Software up to the number of machines specified in that Site License Agreement. The Site License is for the term of one (1) year from the applicable invoice date unless stated otherwise in the Site License Agreement or on the applicable invoice. Each user will be required to register for an individual login and password prior to their use of the Software, and this login will be required for each use of the Software thereafter. Each individual user login may not be shared with or used by another individual. You may remove users and add new users during your license term, with the maximum number of users at a given time designated at the time of purchase.

(b) GenomeBrowse Standalone License.

i. Individual Use. If you have installed and logged into the GenomeBrowse standalone product, your license is available for authorized use under this agreement while using the current version of the software. Updates to the Software may include amendments to this Agreement which you will be required to agree to prior to continued use of the Software. In order to download and install GenomeBrowse, you will be required to create an account that will be used to login to GenomeBrowse. Should you wish to install GenomeBrowse on additional computers, you may do so. Should other individuals wish to use GenomeBrowse, they may register for an account to login and/or download the software. This license does not include the right to market, sell, distribute or sublicense the Software to any third parties, or to repackage the Software for any purpose.

ii. No Commercial Use. GenomeBrowse may be used without cost for internal research purposes only. If you are interested in adding GenomeBrowse as a “value add-on” to your product (such as, for example, by providing links within your product to GenomeBrowse, or by providing reports generated by GenomeBrowse), or if you wish to otherwise use GenomeBrowse so as to provide a direct financial benefit to your organization, you must contact Golden Helix at admin@goldenhelix.com or 406-585-8137 for a separate licensing agreement.

(c) VarSeq License.

i. Single Named User License. If you purchased a Single Named User License, then you may install the Software on up to two computers to be used exclusively by the individual specified on the applicable invoice. You will be required to register for an individual login and password prior to the first use of the Software, and this login will be required for each use of the Software thereafter. The Software and user login may not be shared with or used by any other individual.

ii. Lab Licenses. If you purchased a Lab License, the license will be issued to your account and you will be asked to designate the number of users within the account at the time of purchase. You may install the Software on up to two computers per user, and each user will be required to register for an individual login and password prior to their use of the Software, and this login will be required for each use of the Software thereafter. Each individual user login may not be shared with or used by another individual. You may remove users and add new users during your license term, with the maximum number of users at a given time designated at the time of purchase.

iii. Command Line Access. If you purchased command line access in conjunction with your Lab License, then you will be granted additional access to the software in command line format in order to integrate the Software into your analysis pipeline. The command line functionality must be purchased with a Lab License and must be renewed according to the term purchased. The command line access is limited to the scope of the Lab License.

(d) VSWarehouse License.

i. Server License. If you have purchased the Server license, then you may install the Software on one server that allows any individual in your organization to access the Software from within your organization. Each user will be required to register for an individual login and password prior to their use of the Software, and this login will be required for each use of the Software thereafter. Each individual user login may not be shared with or used by another individual. You may remove users and add new users during your license term, with the maximum number of users at a given time designated at the time of purchase.

(e) License Duration and Renewal.

i. Limited Time Evaluation License. If this license is for evaluation purposes, the license will expire at the end of the evaluation period. The length of the evaluation period will be dependent upon your particular arrangement with us and will be confirmed in a separate correspondence between you and us. If other people within your company would like to evaluate the Software, they may request separate license keys for their machines at no additional charge. The scope of the evaluation license is limited to evaluation purposes internal to your company.

ii. Annual License. If the license is not for a limited time evaluation or a monthly subscription license, then the license is for a term of one (1) year from the applicable invoice date, unless stated otherwise on your invoice, and you may use the Software for any internal purpose. This license does not include the right to market, sell, distribute, or sublicense the Software to any third parties.

iii. Renewal. Unless special terms have been detailed on your invoice, pricing for renewing your license will be based on the renewal prices and policies in effect as of the date you actually renew. The start date of your renewal license will be the day following the expiration of your prior license, and not the date you actually renew. If you do not renew your license within 30 days of its expiration, you will no longer be eligible for renewal pricing and will have to buy a license based on the then-current pricing policies for new licenses.

iv. GenomeBrowse Standalone License. GenomeBrowse Standalone License for non-commercial use is considered a perpetual license, provided you use the software in an authorized manner per the terms of this agreement. Updates to the Software may include amendments to this Agreement which you will be required to agree to prior to continued use of the Software

3. Use of Software.

You may use this Software for any internal purpose permissible by law and as otherwise permitted under this Agreement. You may publish, reproduce, and distribute Software screen displays, or any derivative thereof, in any media.

This Software is designed to assist professionals with adequate training in genetics, genomics, or related fields with the analysis of data, and you assume all responsibility for your use of the Software, and for any decisions you make based on your use of the Software or based on your use of any outputs, images or other information relating to the Software.

In addition to the above use terms, the following terms also apply per the Food and Drug Administration’s FD&C Act, 21 CFR 812:

(a) Use of SVS. SVS Software is intended for Research Use Only. Not for use in diagnostic procedures.

(b) Use of VarSeq. VarSeq Software is intended for Investigational Use Only. The performance characteristics of this product have not been established. The software is not to be used as part of a diagnostic procedure without the confirmation of the diagnosis by another medically established diagnostic product or procedure.

(c) Use of VSWarehouse. VSWarehouse Software is intended for Investigational Use Only. The performance characteristics of this product have not been established. The software is not to be used as part of a diagnostic procedure without the confirmation of the diagnosis by another medically established diagnostic product or procedure.

(d) Use of GenomeBrowse. GenomeBrowse Software is intended for Research Use Only. Not for use in diagnostic procedures.

4. Payment.

If the license granted pursuant to the preceding section 2 is for evaluation purposes only, then it shall be free. If the license granted pursuant to the section 2 is not for evaluation purposes, then you shall pay us or, if you are in a market served by a Golden Helix distributor, you shall pay our distributor, in accordance with the quotation or invoice previously provided to you and incorporated herein by reference.

5. Title.

This Agreement shall not constitute a sale of the Software or any copy thereof, nor of the magnetic or other physical media upon which the Software and Documentation are recorded or fixed. We will remain at all times the owner of the Software and Documentation on the original media and subsequent copies thereof regardless of the form in which or medium upon which such subsequent copies may exist. Any product(s) or chemical compound(s) developed through the use of this Software, except those that infringe on the copyrights and patent rights of Golden Helix, Inc. or third party licensors to Golden Helix, Inc., remain your product(s).

6. Things You May Not Do.

By accepting this Agreement, you agree not to do or attempt to do any of the following, or permit anyone else to do so:

(a) Distribute the Documentation outside your company.

(b) Make copies of the Software, except for one copy for back-up purposes.

(c) Modify, enhance or adapt the Software, or merge it into another program, without our written permission.

(d) Reverse engineer, disassemble, decompile, translate or make any attempt to discover the source code of the Software.

(e) Derive algorithms, workflows, hierarchies, procedures or ideas from the Software.

(f) Create derivative works based on the Software, in whole or in part.

(g) Place the Software onto a server so that it is accessible via a public network, except as provided for in section 2(a)(iv) and 2(d)(i) herein.

(h) Sublicense, sell, resell, rent, lease or lend any portion of the Software or Documentation.

(i) Use the Software to provide service bureau, timesharing, data processing or other similar services to third parties.

(j) Modify the Documentation without our written permission.

(k) Circumvent the license manager to use the software outside of the time period of your license code.

(l) Export or re-export the Software in violation of any export provisions of the United States or any other applicable jurisdiction.

(m) Use a screen display of the Software, or any derivative thereof, to register or claim any copyright or trademark rights.

(n) Falsify a variant list not derived from bona fide biological samples, including but not limited to simulated, computer-generated, edited, engineered, reshuffled, or combined variant datasets for the purposes of extracting licensed annotations.

(o) Perform any general or mass download of licensed annotations to distribute to third parties.

7. Disclaimer of Warranties.

(a) The software and documentation are being provided to you “AS IS,” and you agree to assume the entire risk as to the quality and performance of the licensed software. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THESE TERMS OF USE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SOFTWARE. WE AND/OR OUR LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND AVAILABILITY.

(b) WITHOUT LIMITING THE FOREGOING IN ANY WAY:

(i) YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED MERELY TO ASSIST YOU IN ANALYZING YOUR DATA, AND THAT WE SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO YOU OR ANY THIRD PARTY AS A RESULT OF ANY DECISIONS YOU MAY MAKE BASED ON USE OF THE SOFTWARE.

(ii) WE AND OUR LICENSORS DO NOT WARRANT THE ACCURACY OF ANY INFORMATION AND/OR DATA OBTAINED THROUGH USE OF THE SOFTWARE.

(iii) WE DO NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE; THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED; OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS.

(iv) YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING INTERNET ACCESS AND ANY HARDWARE AND/OR SOFTWARE NECESSARY TO ACCESS AND USE THE SOFTWARE.

(v) WE DO NOT WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

(c) SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND THUS SOME PORTION OF THE LIMITATIONS DESCRIBED ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8. Limitation of Remedies; Limitation of Liabilities.

(a) OTHER THAN WITH RESPECT TO ANY EXCLUSIVE REMEDY PROVIDED IN THESE TERMS OF USE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INABILITY TO USE OR ACCESS THE SOFTWARE, DEFECTS IN THE SOFTWARE, OR ANY OTHER MATTER ARISING FROM YOUR USE OF THE SOFTWARE SHALL BE TO DISCONTINUE USING THE SOFTWARE.

(b) IN NO EVENT SHALL WE OR OUR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS RESULTING FROM BUSINESS DISRUPTION, LOSS OF DATA, LOST PROFITS, LOST GOODWILL, SECURITY BREACH OR DAMAGE TO SYSTEMS OR DATA, WHETHER IN AN ACTION FOR CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE OR OUR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) EXCEPT FOR ANY EXCLUSIVE REMEDY DESCRIBED ELSEWHERE IN THESE TERMS OF USE, OUR ENTIRE LIABILITY AND YOUR ENTIRE REMEDY FOR DAMAGES UNDER THESE TERMS OF USE WILL BE LIMITED IN ANY EVENT TO YOUR DIRECT, ACTUAL DAMAGES, NOT TO EXCEED THE TOTAL AMOUNT RECEIVED BY US FROM YOU DURING THE SIX (6) MONTHS PRECEDING THE EVENT FROM WHICH SUCH LIABILITY ARISES, AND WHICH IS ATTRIBUTABLE TO YOUR USE OF THE SOFTWARE.

(d) YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS A MATERIAL TERM OF THESE TERMS OF USE, THAT THE PRICE OF THE SERVICES OR PRODUCTS PROVIDED HEREUNDER IS PREDICATED ON THE ENFORCEABILITY OF THE FOREGOING LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES, AND THAT THE PRICE WOULD BE SUBSTANTIALLY HIGHER IF WE COULD NOT LIMIT OUR LIABILITY AND DISCLAIM WARRANTIES AS PROVIDED HEREIN.

(e) THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

(f) SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND THUS SOME PORTION OF THE LIMITATIONS DESCRIBED ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. Term and Termination of Agreement.

This Agreement takes effect upon the applicable invoice date and remains effective as long as your license to use the Software has not expired. If your license is for evaluation purposes, as referenced in section 2(d) herein, then this Agreement takes effect on the date on which you install the Software and remains effective as long as your license to use the Software has not expired. Unless your license is for evaluation purposes, you may renew your license for successive terms after expiration of the initial license period under the terms described in section 2(d). If you elect not to renew your license, all physical copies of the licensed Software and the Documentation must be either destroyed or returned to us within thirty (30) days after the expiration of this Agreement, and all Software copies in Customer’s computer(s) must be erased.

WE RESERVE THE RIGHT TO TERMINATE THIS AGREEMENT, WITHOUT REFUND, IN THE EVENT THAT YOU MATERIALLY BREACH THIS AGREEMENT AND HAVE NOT CURED SUCH BREACH WITHIN THIRTY (30) DAYS AFTER RECEIVING WRITTEN NOTICE OF SUCH BREACH FROM US.

NOTWITHSTANDING THE ABOVE, IF YOUR LICENSE HAS BEEN USED IN A WAY THAT VIOLATES THE USAGE TERMS SPECIFIC TO YOUR LICENSE TYPE AS DESCRIBED IN SECTION 2, WE WILL, AT OUR SOLE DISCRETION, EITHER (A) IMMEDIATELY INVOICE YOU FOR THE FEES REQUIRED TO UPGRADE YOUR LICENSE TO THE TYPE APPROPRIATE BASED ON YOUR USAGE, OR (B) IMMEDIATELY TERMINATE YOUR LICENSE WITH NO REFUND GIVEN FOR ANY TIME LEFT ON YOUR LICENSE.

10. Confidentiality.

The Software is being made available to you in strict confidence. You agree to maintain the confidentiality of the Software and Documentation and any and all trade secrets or other proprietary or confidential information contained in the Software and Documentation (collectively, the “Confidential Information”) to the degree exercised by you with respect to your own proprietary and confidential materials or to a reasonable degree, whichever is greater. You further agree not to disclose any Confidential Information to any third parties without our written consent and to inform any of your agents and employees who will be using or evaluating the Software of their obligations to maintain the confidentiality of the Confidential Information. Notwithstanding the foregoing, your obligation of confidentiality hereunder shall not apply to any information that, as shown by competent, tangible documentary evidence:

(a) was at the time of disclosure publicly available or in public knowledge;

(b) became after disclosure lawfully a part of public knowledge through publication or otherwise, but through no fault of yours;

(c) was at the time of the disclosure in your possession and had not been acquired, directly or indirectly, from us;

(d) was acquired by you from a third party who had a right to disclose such information; or

(e) is required to be disclosed by law, provided that you provide reasonable notice to us of such required disclosure and reasonably cooperate with us in limiting such disclosure.

The obligations set forth in this section shall survive the termination of this Agreement.

11. Indemnification.

You hereby agree to indemnify, defend and hold us, our officers, directors, employees and agents harmless from and against any and all claims, actions, lawsuits, demands, settlements, damages or expenses (including, but not limited to, attorneys’ fees) relating to or arising from your use of the Software or breach of this Agreement; including but not limited to the use of the data provided by or produced by the Software. The obligations set forth in this section shall survive the termination of this Agreement.

12. Notice of Patent and Copyright.

This Software and Documentation are protected by U.S. copyright law, U.S. patent law as applicable, and international treaties. Copies are to be made only in accordance with section 6(b) hereof.

13. Trademarks and Proprietary Names.

“HelixTree,” “SNP & Variation Suite,” “SVS,” “Golden Helix Genome Browse,” “VarSeq,” “VSWarehouse”, “ChemTree,” “Optimus RP,” “Accelerating the Quest for Significance,” “CNAM,” “Copy Number Analysis Module,” and “The power of personalized medicine” are trademarks of Golden Helix, Inc. Any other product names mentioned in Documentation may be trademarks or proprietary names of other corporations and are used in Documentation for identification purposes only.

14. Miscellaneous Provisions.

(a) Complete Agreement. This Agreement is the complete and exclusive agreement between the parties, and supersedes any and all prior or contemporaneous negotiations, understandings, proposals, verbal agreements, purchase order/purchasing terms and conditions, or other communications between us, relating to the subject matter of this Agreement.

(b) Modification in Writing Only. This Agreement may be modified only by a written agreement signed by you and us.

(c) Choice of Law; Exclusive Venue. This Agreement is governed by the laws of the state of Montana, United States of America without regard to its conflicts of laws principles. THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXCLUDED. Exclusive venue for any action between the parties shall be in Gallatin County, Montana (state court jurisdiction) or District of Montana, Butte Division (federal court jurisdiction).

(d) No Assignment. This Agreement may not be assigned without our prior written consent, which shall not be unreasonably withheld. Any assignment, transfer or delegation in contradiction of this provision shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and permitted assigns of you and us.

(e) Attorney Fees. In the event that either party materially breaches this Agreement, the non-breaching party shall be entitled to recover from the breaching party its reasonable attorneys' fees incurred in pursuing a claim or claims against the breaching party, regardless of whether a lawsuit is actually filed.

(f) Notices. We may send all notices or other information concerning your account to the email address provided by you. You shall be solely responsible for receiving all such notices or other information by monitoring your email messages on a regular basis. Notices to us should be sent to admin@goldenhelix.com

(g) No Agency, Partnership or Joint Venture. Nothing contained in this Agreement shall be construed to create a franchise, agency, partnership, joint venture or other business entity or arrangement between you and us. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person, firm or corporation other than you and us, and their permitted successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or to result in such person, firm or corporation being deemed a third party beneficiary of this Agreement.

(h) No Waiver. Waiver of a breach of or right hereunder will not constitute a waiver of any other or subsequent breach or right.

(i) Reformation; Severance. If any provision herein shall be held by a court of competent jurisdiction to be contrary to law or otherwise unenforceable for any reason, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect.

(j) Headings. Section headings have been included in the Agreement merely for convenience of reference. They are not considered part of this Agreement, or to be used in the interpretation thereof.

(k) Survival. Those provisions of this Agreement that by their terms, nature, or sense survive any termination or expiration of this Agreement shall so survive in accordance with their terms, including but not limited to sections 3, 7, 8, 9, 10 and 11.

BY CLICKING THE “I ACCEPT THE LICENSE AGREEMENT” BOX BELOW AND THEN CLICKING THE “NEXT” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND YOU AGREE TO BE BOUND BY ITS TERMS.