Advaita Bioinformatics – End User License Agreement
	
THIS LICENSE ("AGREEMENT") CONSTITUTES A LEGAL CONTRACT FOR ADVAITA”S WEB BASED SERVICE FOR MODELING, ANALYZING AND UNDERSTANDING COMPLEX BIOLOGICAL AND CHEMICAL SYSTEMS BETWEEN ADVAITA CORPORATION, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES (“ADVAITA”) AND THE CUSTOMER REGISTERING OR SUBSCRIBING FOR USE AND ACESSS OF THE SERVICE (“CUSTOMER”).

If you are entering this Agreement on behalf of a company or organization, you represent that you are authorized to legally bind such company or organization. If you are entering into this Agreement individually, or do not have authority to bind your company or organization, you are personally liable under the terms and conditions of this Agreement.

BY SUBMITING A REGISTRATION FORM FOR OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE OR ACCESS THE SERVICE.	
	
1. Definitions.
	
1.1. “Affiliate” means any entity which directly or indirectly controls, or is controlled by, or is under common control with, a Party to this Agreement. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
1.2. “Application Result” means the reports or results of an analysis, and all components thereof, generated or accessed through the Service based on specific Input Data, including all Content used in connection with providing the Application Results.
1.3. “Content” means any information included in or accessed through the Service or an Application Result, and the arrangement and compilation of the foregoing, including Advaita’s proprietary Impact AnalysisTM, text. graphics, data, information, proprietary or third-party databases, diagrams, graphs, visualization, analysis reports, statistics, biological lists, and any third-party content.
1.4. “ePHI” means electronic Protected Health Information as defined in 45 CFR 160.103 which may contain personally identifiable data.
1.5. “Fees” means the fees payable for use and access of the Service as designated in a Registration Form or other agreement between Advaita or its resellers and distributions and Customer. Fees may be payable on per Application Result basis, based on a fixed number Application Results or on a time-based subscription basis as provided in the 
Registration Form. Conversion of Trial Results to Purchased Results requires payment of additional fees.
1.6. “Input Data” means a list of probes, genes, variants, transcripts, proteins or other molecules generated from the analysis of one or more Samples or data including any annotations, samples, experimental parameters or meta data, whether such list or data is (i) created using the Service or (ii) delivered by Customer to Advaita for input into the Service.
1.7. “KEGG License” means a license for use and access to the Kyoto Encyclopedia of Genes and Genomes database in the form of Appendix A.
1.8. “Purchased Results” shall mean Application Results for which required Fees have been paid to Advaita or its distributors or resellers.
1.9. “Registration Form” means an electronic registration for or other Agreement setting forth the Services subscribed to or purchased by Customer, the term of any subscription to the Service (if applicable) and the required Fees.
1.10. “Service “ means Advaita’s software service subscribed to by Customer, including iPathwayGuideTM, iBioGuideTM, iVariantGuideTM, iClinicalGuide or other applications designated in a Registration Form and made available to Customer whether online, in a private cloud environment, and or via a third party environment and all media, application programming interfaces, documentation, help files and tutorials, modifications, graphic user interfaces, bug fixes and other updates or improvements made available to Customer from time to time.
1.11. “Subscription Period” means the period in which the Customer can use and access the Service. The Subscription Period for analyses purchased individually as single analysis is 30 days. The Subscription Period for other subscriptions is equal to the length specified in the subscription. For instance, the Subscription Period for a “90-day subscription” is 90 days, and the Subscription Period for an “annual subscription” is 365 days. The Subscription Period for a single analysis starts on the day the analysis is purchased. The Subscription Periods for other than single analyses start on the day the subscription is activated.
1.12. “Trial Subscription” means use or access of the Service on a trial, early access, beta, promotional or preview basis without charge or for which no Fees are payable. Trial Subscriptions include any use or access of the Service for which no Fees have been paid, including use or access after expiration of the applicable subscription term, or use in violation of this Agreement.
a) “Trial Results” shall mean Application Results generated under a Trial Subscription for which Fees have not been paid to Advaita or its distributors or resellers.
b) "User Account" means the account created when a Customer registers with Advaita for use and access to the Service which account must be linked to an individual (not group or shared) email address.

2) Fees. Use and access of the Service, other than under a Trial Subscription, including conversion of Trial Results to Purchased Results, requires payment of required Fees to Advaita. Fees may be charged on the basis of individual Application Results generated through use of the service, a fixed number of Application Results or on a subscription basis permitting generation of an unlimited number of Application Results during the Subscription Term. All Fees shall be in such amounts and subject to such payment terms as may be established by Advaita in its sole discretion.

3) License of Non-Trial Subscription. Subject to the terms and conditions of this Agreement, Advaita hereby grants to Customer, a non-exclusive, non-transferable license to use the Service for analysis, downloading, viewing, copying, printing and sharing of Purchased Results for which required Fees have been paid. Each analysis of Input Data resulting in the generation of an Application Result will require purchase of a new Application Result regardless of whether the Input Data is the same or different from a previous Application Result. Purchased Results shall remain viewable for the Subscription Period.

4) License Terms for Trial Subscriptions.
a) Subject to the terms and conditions of this Agreement, Advaita grants to Customer acquiring access to the Service through a Trial Subscription, a non-exclusive, non- transferable license to use the Service for analysis and viewing (but not downloading, copying, printing or sharing) of Trial Results. Trial Results shall be available for the evaluation of whether to purchase by the Customer for the period designated by Advaita. Advaita may, at its sole discretion, restrict the viewing and exporting of Trial Results by incorporating watermark(s), or otherwise limiting the exporting, printing or saving of the Trial Results.
b) ALL TRIAL RESULTS REMAIN THE PROPERTY OF ADVAITA, AND ACCESS IS GRANTED TO CUSTOMER SOLELY FOR EVALUATION OF WHETHER TO PURCHASE THE TRIAL RESULTS. ANY ACTIONS BY CUSTOMER (INCLUDING BUT NOT LIMITED TO CREATING MULTIPLE ACCOUNTS IN THE SERVICE) TO CIRCUMVENT, THWART, OR OTHERWISE GAIN ACCESS TO THE SERVICE TO ANALYZE, DOWNLOAD, KEEP, COPY, PRINT, OR OTHERWISE GAIN ACCESS TO TRIAL RESULTS IS STRICTLY PROHIBITED AND ADVAITA MAY IN ITS SOLE DISCRETION CANCEL CUSTOMER’S ACCOUNT AND BAN THE CUSTOMER FROM FURTHER ACCESS TO THE SERVICE.

5) Use Restrictions. Customer agrees that Customer and any personnel provided use or access to the Service shall NOT, without the prior written consent of Advaita:
a) Copy the Service or any portion or components thereof;
b) Access or use the Service on behalf of or in collaboration with a competitor of Advaita;
c) Access or use the Service for purposes of monitoring feature availability, performance or
functionality, or for any other benchmarking or competitive purpose;
d) Use the Service on behalf of or for the benefit of any third party, other than Customer’s
Affiliates, or to provide services or products to any third party, whether on a service
bureau or time-sharing basis or otherwise, without Advaita’s consent.
e) Use the Service to develop functionality, data or content similar to, or competitive with
any component of Service;
f) Use the Service (i) in connection with any product or service that is similar to or
competitive with the Service or (ii) to extract Content from the Service and incorporate it
into any competitive application or service or offering;
g) Use the Service for clinical diagnosis or to provide a diagnostic product or service;
h) Modify or translate any portion of the Service or create any derivative work based on all
or any portion of the Service
i) Allow or permit any person other than the named user to use Customer’s User Account;
j) Sell, rent, lease, loan, distribute or otherwise transfer all or any portion of the Service or
Application Results to a third party excluding the sharing, publishing, or disclosing of
Application Results in a manner expressly permitted under this Agreement;
k) Modify, adapt, translate, reverse engineer, recompile, disassemble or otherwise attempt to
discover the source code of any components of the Service;
l) Perform any general or mass downloads of the Content not expressly permitted herein;
m) Attempt to circumvent, extend, thwart or otherwise gain access to any Trial Results either
by 
		i) re-uploading identical or reasonably similar Input Data, or 
		ii) hacking, disabling, or otherwise circumventing or disabling 
			the Service for the purpose of accessing or generating an 
			Application Result for the avoidance of payment, or 
		iii) creating multiple accounts, or 
		iv) use/share user name and password credentials from/with others;
n) Modify, change, alter or attempt to remove any logos, trademarks, Internet links, or patent or copyright notices; or
o) Use the Service or any portion or component thereof, or any data obtained through or generated by the Service in violation of any applicable law or regulation (including, without limitation, copyright, trademark, obscenity or defamation laws).

6) ePHI. Licensee may not upload any ePHI content unless Customer has signed and agreed to the Advaita Business Associate Addendum. Please contact sales@advaitabio.com for this separate agreement.

7) User Accounts.
a) Customer agrees that it will create a single User Account from which to access the Service. If Customer desires to change its account information, Customer agrees to contact support@advaitabio.com to have account modified.
b) Customer agrees that User Accounts may not be shared by multiple individuals without prior written permission from Advaita. User Accounts found to be used for the purpose of sharing may be terminated without refund by Advaita and the Customer may be required to pay for current list prices for each individual that was granted access to the Service through a shared Users Account.
c) Customer agrees to not create multiple User Accounts for the purpose of extending, bypassing, or otherwise gaining access to Trial Results or to extend promotional offers from Advaita.

8) Sharing Application Results. Customer understands and acknowledges that sharing an Application Result from within the Service with third parties is similar to transferring a copy of the relevant Application Result by hard drive, email, or other means, and Customer assumes all responsibility for ensuring that any Application Result is shared only with appropriate individuals consistent with any privacy, confidentiality, or other contractual restrictions and/or applicable laws. Customer further understands that once it has shared an Application Result with a “Recipient”, the Recipient will have access to the relevant Application Result as soon as Recipient has opened a valid User Account in the Service and Recipient may further share the same or otherwise download, disclose or use the shared Application Result. Advaita is not responsible for deleting Application Results and/or for contacting Recipients to return copies of, or to remove their access to the same. Advaita reserves the right to limit sharing on a case by case basis if it determines that such sharing is unlawful or prohibited by this Agreement, a third party right, applicable laws or the interests of Advaita or its customers. Once an Application Results is converted to a Purchased Result all Recipients will have full access to the Application Results for the Subscription Period of the Customer. Sharing may not be available through the Service in connection with certain third party applications such as Illumina’s BaseSpaceTM. In such situations, please refer to Section 9 of this license.

9) Third Party Database, Service and Utilities. Customer acknowledges that Customer may obtain a license for, or use and access, utilities, databases, software and services offered by third party vendors that are accessed through or integrated with the Service ('Third Party Offerings"). Customer acknowledges that all use of and access to Third Party Offerings will be subject to and in accordance with the terms and conditions established by the vendor(s) of such Third Party Offerings and that Advaita shall have no liability of any kind or nature with respect to Customer's use of and access to Third Party Offerings. Advaita may discontinue providing access to Third Party Offerings at any time. Customer further acknowledges that use of certain databases with the Service, including, but not limited to the KEGG (Kyoto Encyclopedia of Genes and Genomes) and other proprietary third-party databases may require a separate license from the proprietors of such databases. Customer must obtain all such licenses at its sole cost and expense. For KEGG, the Customer agrees to be bound by the KEGG License attached as Appendix A unless the Customer already is party to a valid KEGG License.
Attribution. The Service uses open source software, information, data or databases from various third-party resources, and hereby advises of and provides notice of attribution with respect to such sources. Detailed information on third party resources can be found at the following location: http://www.advaitabio.com/ipathway-guide-list-of-open-source- tools.html.
Customer shall include an appropriate, readily discernible reference and attribution to Advaita and the Service in all articles, presentations, web postings or other publications resulting from the Customer’s use of the Service.

10) Intellectual Property.
a) Customer acknowledges that Advaita or others from whom Advaita has obtained a license owns all proprietary and intellectual property rights, including patent, copyright, trade secret and other proprietary rights, in the Service and Content and any corrections, bug fixes, enhancements, modifications or updates whether made by Advaita, Customer or any third party. No title to the Service or Content is transferred to Customer.
b) All data entered into or uploaded to the Service by Customer shall be considered the property of Customer. Customer shall have sole responsibility for the accuracy, quality, integrity, reliability and use of the Customer data and any intellectual property ownership or other rights to the Customer data. Advaita shall not be responsible for deletion, correction, destruction, damage, access, loss or failure to store Customer data.
c) Advaita shall have no ownership, license or other rights in any discoveries or intellectual property created by Customer in connection with Customer’s use or access of the Service or Content.
d) Advaita will protect the confidentiality and security of customer user data (“User Data”) a in accordance with Company's Privacy Policy posted on the Advaita web site where the Service is accessed, including through the use of appropriate administrative, physical and technical safeguards. Advaita reserves the right to use and disclose any User Data that is or becomes publicly available or as required to comply with applicable law or appropriate requests from governmental authorities and Advaita shall not be liable with respect to any such disclosure. Customer consents to the collection, storage and use of this information as described in this Agreement and in accordance with such Privacy Policy. Advaita does not purposefully collect, and Customer may not upload, submit, post or otherwise provide, any protected health information (or other personally identifying information for the individuals from which the User Data is derived) as defined under the Health Insurance Portability and Accountability Act of 1996, as amended and all accompanying regulations (“HIPAA”) and “personal data” as that is defined in the EU Privacy Directive, and Company disclaims all responsibility or liability with respect to any such information.
e) Subject to the restrictions described in the Privacy Policy above, by uploading, submitting, posting or otherwise providing User Data on to, or through the Service, Customer agrees that Advaita may use such User Data (i) to operate, maintain and administer the Service, (ii) to develop, modify, use and improve the Service and/or other genomic software analysis products or tools, and (iii) to publish aggregated data, statistics and trend information regarding genomic analysis and enhance annotations and database 
information within the Service and other genomic analysis products or tools of
Company.
f) By using the Service, Customer agrees that Advaita may use Customer name and logo to
identify Customer as a user of the Service and in Advaita’s marketing, corporate and promotional materials. Customer retains any intellectual property rights in the User Data and in Customer name and logo, subject to the foregoing license.

11) Customer Responsibilities. Customer shall be solely responsible for, at its sole cost and expense:
a) Obtaining all computer hardware, software and communications equipment necessary to use and access the Service, including all third-party access charges;
b) Establishing any data or files that are not included with the Service, including back-up copies of such data or files;
c) Providing qualified and trained personnel in connection with the use and operation of the Service.

12) Advaita Warranties. Advaita represents and warrants to Customer that the Service shall perform all material functions substantially in accordance with Advaita's current user and technical documentation. In the event of any violation of the warranty in this Section, Advaita's entire liability and Customer's exclusive remedy shall be, at Advaita's option, either to (i) remedy any documented failure of the Service; or (ii) to return to Customer, a pro-rated portion of any fee paid in connection with the use of the Service for the Input Data analyzed.

13) Warranty Disclaimer and Limitation of Liability.
a) ADVAITA AND ITS SUPPLIERS PROVIDE SERVICES AND CONTENT AND ALL COMPONENTS THEREOF CONNECTED HEREWITH “AS IS” AND THE WARRANTIES IN SECTION 12 ABOVE ARE THE ONLY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THAT ARE MADE BY ADVAITA FOR OR WITH RESPECT TO THE SERVICE. ADVAITASPECIFICALLY DISCLAIMS ANY WARRANTY OF NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ADVAITA, ITS RESELLERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
b) NEITHER ADVAITA NOR ANYONE INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SERVICE SHALL BE LIABLE, WHETHER IN LAW OR EQUITY, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR LIKE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA AND THE LIKE) EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADVAITA’S ENTIRE LIABILITY UNDER THIS AGREEMENT UNDER ANY
CAUSE OF ACTION SHALL IN NO EVENT EXCEED THE TOTAL FEES PAYABLE TO ADVAITA DURING THE THREE (3) MONTH PERIOD PRECEDING THE DATE WHICH THE CLAIM AROSE.

14) Non-Infringement. In the event of an infringement claim with respect to the Service, Advaita shall have the right to: (i) replace the infringing Service components giving rise to such claim with functionally equivalent software; (ii) modify the Service while retaining substantively equivalent functionality; (iii) procure at no cost to Customer the right to continue to use the Service components; or (iv) if the foregoing is not commercially reasonable in Advaita's sole discretion, terminate this Agreement. If Advaita terminates this Agreement, Customer's sole remedy shall be the right to receive a refund of any Fees that were prepaid for the Service (prorated for of any remaining period in connection with a subscription if applicable). Advaita's obligation under this Section 14 shall not extend to (i) any portion of the Service connected to third party environments such as BaseSpaceTM, or (ii) any portion of the Service for which Advaita no longer supports or offers maintenance to the extent such infringement would have been avoided by using a version for which Advaita was providing support or maintenance as of the date of infringement.

15) Customer Indemnification. Customer shall defend, indemnify and hold Advaita harmless from all costs, liabilities, damages and expenses of any kind or nature (including court costs and reasonable attorney fees) resulting from or arising out of any breach by Customer of this Agreement, including claims arising as a result of non-payment under this Agreement. In the event of third party claims giving rise to indemnification, deriving from a breach by Customer of this Agreement, Advaita shall give Customer prompt written notice of any such claim, tender to Customer the defense or settlement of any such claim at Customer's expense and cooperate with Customer, at Customer's expense, in defending or settling such claim.

16) Termination.
a) Unless earlier terminated as provided in this Agreement, this Agreement shall remain in full force and effect for the entire term for any access to the Service on a subscription basis for which Fees have been paid.
b) Advaita may terminate this Agreement at any time with written notice to Customer.
c) Removal or discontinuance of the Service for any reason will constitute termination of this agreement.
d) In the event of termination of this Agreement, Customer shall cease all use of and access to the Service.

17) Export. Customer will comply fully with all relevant export laws and regulations of the United States and will not export, direct or transfer the Service or Application Results to any destination, person or entity restricted or prohibited by such laws and regulations.

18) Government Rights. If you are an agency or instrumentality of the United States Government, the Service, including any accompanying documentation, is “commercial computer software” and “commercial computer software documentation” and, pursuant to FAR 12.212 or DFARS 227.72, and their successors, as applicable, use, reproduction and disclosure of the Service is governed by the terms of this Agreement.

19) Miscellaneous.
a) This Agreement shall inure to the benefit of and be binding upon each of the parties and their respective permitted successors and assigns. Customer shall not assign this Agreement, directly, indirectly or by operation of law without the prior written consent of Advaita. Advaita may require the payment of software transfer fees in connection with any such assignment.
b) All notices given pursuant to this Agreement shall be in writing and shall be effective when received if hand-delivered, sent by overnight courier service or sent by United States certified mail, addressed as follows (or to such other address as a party may designate by the giving of proper notice in accordance with this section):

If to Advaita:
	
	Advaita Corporation 
	3250 Plymouth Rd. #303 
	Ann Arbor, MI 48105 
	Attn: President

If to Customer: 
	
	At the email address set forth on the Registration Form or as indicated by Customer
	
c) Any change in address or designation of the party entitled to receive notice shall be in writing in accordance with this Section.
d) If any provision of this Agreement, or portion thereof, is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed here from and the remaining provisions of the Agreement shall remain in full force and effect.
e) The Registration Form shall be deemed to be incorporated in and made a part of this Agreement, except that if there is any inconsistency between this Agreement and the Registration Form, the provisions of this Agreement shall control.
f) This Agreement shall be construed and enforced in accordance with the laws of the State of Michigan. The parties irrevocably consent and agree to exclusive jurisdiction and venue in any state or federal court located in or serving Wayne County, State of Michigan for all disputes arising under this Agreement.
g) This Agreement and any Registration Form constitutes the entire agreement between Advaita and Customer, and supersedes all proposals, purchase orders, understandings, representations, prior agreements or communications relating to this Agreement.
h) Advaita has the right to change or discontinue any aspect or feature of the Service at any time.
i) The Customer acknowledges and agrees that the Service is intended for and to be used only for research purposes only.
j) Input Data may be processed at any one of but not limited to the following locations through the Amazon Web Service Locations: Atlanta, GA; Ashburn, VA; Dallas/Fort Worth, TX; Hayward, CA; Jacksonville, FL; Los Angeles, CA; Miami, FL; New York, NY; Newark, NJ; Palo Alto, CA; San Jose, CA; Seattle, WA; South Bend, IN; St. Louis, MO.
k) Elements of the Service may be covered under US Patent 8,068,994 which is exclusively licensed to Advaita.
l) For Research Use Only. Not for use in diagnostic procedures (except as specifically noted).