Advaita Bioinformatics - Eula
Advaita Corporation End User License Agreement

IMPORTANT: PLEASE READ THIS USER LICENSE AGREEMENT CAREFULLY.  THIS LICENSE ("AGREEMENT") CONSTITUTES A LEGAL AND BINDING AGREEMENT REGARDING THE USE OF THE IPATHWAYGUIDE™, IVARIANTGUIDE™, AND/OR IBIOGUIDE™ APPLICATIONS OFFERED BY ADVAITA CORPORATION THROUGH THE ADVAITA CLOUD SYSTEM THAT ENABLES RESEARCHERS TO MODEL, ANALYZE AND UNDERSTAND COMPLEX BIOLOGICAL AND CHEMICAL SYSTEMS. ACCESSING OR USING THESE APPLICATIONS OR ANY COMPONENT OF THE LICENSED APPLICATIONS OR RESULTS (DEFINED BELOW) CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.  YOU MUST SIGNIFY YOUR ACCEPTANCE AND ACKNOWLEDGEMENT THAT YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY CLICKING THE "REGISTER" BUTTON. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THESE APPLICATIONS OR THE ADVAITA CLOUD SYSTEM.

1.	Definitions.

1.a.	“Advaita” means Advaita Corporation, Advaita Bioinformatics, Advaita Bio, its subsidiaries, and or affiliated companies and may be referred to collectively as Advaita or Licensor in this document.

1.b.	“APIs” means any published or unpublished application-programming interface or integration modules for the Advaita Cloud Solution that are provided or otherwise made available to Customer by Advaita, if any.

1.c.	“Authorized Reseller” shall mean any authorized reseller of Advaita products who validly sells Customer rights to use Advaita Cloud Solutions subject to the terms and conditions of this Agreement.

1.d.	“Authorized Service Provider” means a Customer of Advaita who uses the Advaita Cloud Solutions on behalf of a third party or to whom Advaita has granted access rights to the Advaita Cloud Solutions with the stated understanding that such Customer will be using the Advaita Cloud Solutions to provide services to its Clients.

1.e.	“Input Data” means a list of probes, genes, variants, transcripts, proteins or other molecules generated from the analysis of one or more Samples, whether such list is (i) created using an Advaita Cloud Solution Application or (ii) delivered by Customer to Advaita for input into an Advaita Cloud Solution.  Input Data also includes all data that Licensee uploads to an Advaita Cloud Solution Application directly or causes or requests that data be uploaded into the an Advaita Cloud Solution Application, including any annotation(s), samples, biological list, experimental parameters or meta-data, and/or other data provided by or uploaded by Customer.

1.f.	“Advaita Cloud Solution" means the online, web-based application(s) relevant to Advaita’s iPathwayGuide™, iBioGuide™, iVariantGuide™ or other applications which are made accessible to the Licensee whether online, in a private cloud environment, and or via a third party environment and any media, documentation, modifications, graphic user interfaces, bug fixes and other updates related to that software that Licensor may, in its sole discretion, provide to the Licensee.  For clarity, Advaita may add or remove features to, upgrade, or modify the Advaita Cloud Solution at any time without notice.  The Advaita Cloud Solution allows Licensee to generate and access an Application Result, which is made accessible by Advaita via one or more designated websites provided by Advaita.  This Agreement relates to Licensee’s use and access of the Advaita Cloud Solution. The Advaita Cloud Solution is licensed, not sold, and Licensor reserves all rights not expressly granted to the Licensee under this Agreement.

1.g.	“Advaita HIPAA Cloud Solution” means the subscriptions to the Advaita Cloud Solution that allow paid Licensees to upload, analyze, and otherwise access ePHI in accordance with HIPAA standards (45 CFR Part 160, Part 162, and Part 164).  Access to the Advaita HIPAA Cloud Solution can only be granted in conjunction with a fully executed Advaita Business Associate Addendum (BAA) that lists the User. 

1.h.	“Content” means any data, results, information or content made available by Advaita in connection with Customer’s access to or use of the Advaita Cloud Solution, including without limitation, Advaita’s proprietary Impact Analysis™, proprietary or third-party databases, diagrams, graphs, visualization, analysis reports, statistics, biological lists, Content, and any third-party content made available to Customer in connection with Customer’s access to or use of the Advaita Cloud Solution.

1.i.	“Customer” or “Customer Representative” shall mean any employee or contractor of Customer who accesses Licensed Materials (or any component thereof) for use on behalf of and for the benefit of Customer.  Customer Representative may also include any and all people with whom the Content is shared with by the Customer Representative and the people with whom the Content may be subsequently shared.  Customer and Customer Representative may be referred to individually or collectively as Licensee in this document.

1.j.	“Documentation” means written, audio, visual, and/or other user materials related to the Advaita Cloud Solution provided to Customer, including, without limitation, on-line help, and getting started and tutorial information made available through Advaita’s web-site or directly through the Advaita Cloud Solution.

1.k.	“Advaita Background Materials” means any Content incorporated into or contained in any Application App Result, and any proprietary formatting, "look and feel" or other proprietary materials, content or technology of Advaita incorporated into or contained in any Application Result.

1.l.	“Application Result” means the report or results generated by the Advaita Cloud Solution applications that may be accessed through the Advaita Cloud Solution and which is based on specific Input Data, including for clarity any portion or component of such report.  For clarity, each Application Result will include certain Advaita Background Materials.  An Application Result may be “Purchased” or “Previewed” and may be based on data generated using Input Data or biological data input by Licensee. An Application Result may include any of the following: Purchased App Result, Trial App Result, Expired App Result.

1.m.	“Purchased App Result” means Content generated through the Advaita Cloud Solution using Input Data that Licensee has “purchased” by paying the relevant purchase fees either directly to Advaita or through a designated third party.  A Purchased App Result shall remain viewable for a period of no less than one (1) year from date of purchase.  An Application Result may be purchased individually, or through a Subscription to one or more of the applications offered through the Advaita Cloud Solution.  Purchased App Results may also be offered by Advaita in connection with an early access, beta test, trial evaluation, promotion or other program.  If Advaita has not designated a period for a Purchased App Result activated without charge, then Advaita may inactivate that Application Result or seek payment at any time at Advaita’s sole discretion.

1.n.	“Subscription” means a specified time-based access to generate Application Results and may be limited in duration and/or to a specific number of authorized Application Results.  Application Results generated within the duration or limit of the Subscription will be considered Purchased App Results.

1.o.	“Trial App Result” means an Advaita Cloud Solution Application Result generated by Licensee using Input Data that has not been “purchased” with payment of a fee to Advaita or a designated third party.  

1.p.	“Expired App Result” means an Advaita Cloud Solution Application Result generated using Input Data for which the Trial Period has expired and not been purchased.

1.q.	“Licensed Materials” means, collectively, the Advaita Cloud Solution, Content, Documentation, Advaita Background Materials, API and any updates or upgrades of any of the forgoing accessed, delivered, generated or made available by Advaita to Licensee in connection with this Agreement, and each component thereof.

1.r.	"User Account" means the account created when an individual who has registered for an account with Advaita for access to the Advaita Cloud Solution.  The account must be linked to an individual's email address and MUST NOT be a shared email or group email for the purpose of accessing the Advaita Cloud Solution.

1.s.	“ePHI” means electronic Protected Health Information as defined in 45 CFR 160.103 which may contain personally identifiable data.

2.	Parties. The parties to this Agreement are Advaita Corporation, a Michigan corporation and its affiliates (referred to in this Agreement as "Licensor") and you, the "Licensee". 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 and in such case, "Licensee" shall refer to such company or organization and its employees. 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.

3.	Term and License.  Subject to the terms and conditions of this agreement, the Advaita Privacy Policy, and any other related use agreements not listed here but otherwise agreed to by the Licensee, Licensor hereby grants to Licensee the right to access and use the Advaita Cloud Solution for the analysis and viewing of a single Application Result by the Licensee. Each Application Result will require purchase of a new analysis regardless of whether the Input Data is the same or different from a previous Application Result.  Purchased App Results will be available for review via the Advaita Cloud Solution for a term of no less than 1 (one) year from date or purchase or creation.  If Licensee fails to purchase an Application Result or is otherwise restricted from use of the service, Licensee shall no longer be permitted to access the Application Result.  In no such instance shall Advaita make the Advaita Cloud Solution available to Customers that have been banned or otherwise restricted from the Advaita Cloud Solution and all license rights of Licensee hereunder shall terminate.  The Application Results may be made available as a Trial App Result for the evaluation of whether to purchase by the Licensee.  The period for viewing a Trial App Result may be extended for a period identified by Advaita without charge in connection with an early access, evaluation, beta testing, promotion or other program, provided such Trial App Result shall remain viewable only for the period designated by Advaita. Advaita may, at its sole discretion, restrict the viewing and exporting of Content in Trial App Results and Expired App Results by incorporating watermark(s), limiting the exporting, printing or saving of Content.  IT IS UNDERSTOOD BY THE LICENSEE, THE CONTENT IN ANY AND ALL TRIAL APP RESULTS AND EXPIRED APP RESULTS REMAINS THE PROPERTY OF ADVAITA, AND THAT ACCESS IS SOLELY FOR THE EVALUATION TO CONVERT THE APPLICATION RESULT TO A PURCHASED APP RESULT.  ANY ACTIONS BY LICENSEE (INCLUDING BUT NOT LIMITED TO CREATING MULTIPLE ACCOUNTS IN THE ADVAITA CLOUD SOLUTION) TO CIRCUMVENT, THWART, OR OTHERWISE GAIN ACCESS TO THE ADVAITA CLOUD SOLUTION TO ANALYZE, DOWNLOAD, KEEP, COPY, PRINT, OR OTHERWISE GAIN ACCESS TO A TRIAL APP RESULT OR AN EXPIRED APP RESULT ARE STRINCTLY PROHIBITED AND ADVAITA MAY IN ITS SOLE DISCRETION CANCLE LICENCEE’S ACCOUNT AND BAN THE LICENSEE FROM FURTHER ACCESS TO THE ADVAITA CLOUD SOLUTION. 

4.	Fees and Payment. Licensee agrees to pay all license fees for access to the Advaita Cloud Solution as a condition to use of the Advaita Cloud Solution.

5.	License Grant. Subject to successful payment of all amounts due, Licensor grants to Licensee during the Term, a non-exclusive, non-transferable license to use and access the Advaita Cloud Solution for its internal usage.

6.	Use Restrictions. Licensee agrees that Licensee and any personnel or third party contractor provided use or access to the Advaita Cloud Solution shall NOT, without the prior written consent of Licensor:

6.a.	Copy the Advaita Cloud Solution or any portion or components thereof;

6.b.	Access or use the Advaita Cloud Solution if Licensee is, or is acting on behalf of or in collaboration with, a competitor of Advaita, except with Advaita’s prior written consent;

6.c.	Access or use the Advaita Cloud Solution for purposes of monitoring feature availability, performance or functionality, or for any other benchmarking or competitive purpose;

6.d.	Use the Advaita Cloud Solution on behalf of or for the benefit of any third party or to provide services or products to any third party, whether on a service bureau or time-sharing basis or otherwise, unless Customer is an Authorized Service Provider;

6.e.	Use the Advaita Cloud Solution to develop functionality, data or content similar to or competitive with any component of Advaita Cloud Solution;

6.f.	Use the Advaita Cloud Solution (A) in connection with any product or service that is similar to or competitive with the Advaita Cloud Solution or (B) to extract Content from the Advaita Cloud Solution and incorporate it into any competitive application or service or offering;

6.g.	Use the Advaita Cloud Solution for clinical diagnosis or to provide a diagnostic product or service;

6.h.	Modify or translate any portion of the Advaita Cloud Solution or create any derivative work based on all or any portion of the Advaita Cloud Solution, except to the extent expressly permitted herein or as otherwise expressly permitted under applicable law;

6.i.	Allow or permit any person other than the named user to use Licensee’s account;

6.j.	Sell, rent, lease, loan, distribute or otherwise transfer all or any portion of the Licensed Materials to a third party excluding the  “sharing”, publishing, or disclosing of Application Results in a manner expressly permitted under Section 8 herein;

6.k.	Modify, adapt, translate, reverse engineer, recompile, disassemble or otherwise attempt to discover the source code of any components of the Advaita Cloud Solution;

6.l.	Perform any general or mass downloads of the Content not expressly permitted herein;

6.m.	Attempt to circumvent, extend, thwart or otherwise gain access to an Expired App Result or a Trial App Result either by i) re-uploading identical or reasonably similar Input Data, or ii) hacking, disabling, or otherwise circumventing or disabling the Advaita Cloud Solution for the purpose of accessing or generating an Application Result for the avoidance of payment, or iii) create multiple accounts, or iv) use/share user name and password credentials from/with others;

6.n.	Modify, change, alter or attempt to remove any logos, trademarks, Internet links, or patent or copyright notices; or

6.o.	Use the Advaita Cloud Solution or any portion or component thereof, or any data obtained through or generated by the Advaita Cloud Solution in violation of any applicable law or regulation (including, without limitation, copyright, trademark, obscenity or defamation laws).

6.p.	Upload any ePHI content unless Licensee has signed and agreed to the Advaita Business Associate Addendum.  Please contact sales@advaitabio.com for this separate agreement.

7.	User Accounts. 
7.a.	Customer agrees that it will create a single user account from which to access the Advaita Cloud Solution.  Should Customer need to change their account, Customer agrees to contact support@advaitabio.com to have account modified.
7.b.	Group emails:  Customer understands and agrees that user accounts may not be shared by multiple individuals.  For clarity, sharing User Account access to the Advaita Cloud Solution is strictly prohibited 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 User's Account. 
7.c.	Multiple Accounts: Customer agrees to not create multiple Customer accounts for the purpose of extending, bypassing, or otherwise gaining access to trial or expired application results, or to extend promotional offers from Advaita.

8.	Sharing Application Results. Customer understands and acknowledges that sharing an Application Result from within the Advaita Cloud Solution 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.  For clarity, Customer is solely responsible for its sharing actions and for appropriately designating the person(s) with whom it shares an Application Result and Advaita is not responsible to police such sharing in any way.  Customer will ensure that all sharing is done in compliance with this Agreement and that sharing is legal under applicable laws and consistent with all privacy laws or confidentiality or other contractual obligations it has with third parties.  Customer further understands that once it has shared an Application Result with a “sharee”, the sharee will have will have access to the relevant Application Result as soon as sharee has opened a valid Customer account in the Advaita Cloud Solution and sharee may further share the same or otherwise download, disclose or use the shared Application Result under the terms herein.  Advaita is not responsible for deleting Application Results and/or for contacting sharees 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 Result is converted to a Purchased App Result all sharees will have full access to the Application Result.  Sharing may not be available through the Advaita Cloud Solution in connection with certain third party applications such as Illumina’s BaseSpace™.  In such situations, please refer to Section 9 of this license.

9.	Third Party Database, Software and Utilities. Licensee acknowledges that Licensee 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 Advaita Cloud Solution (''Third Party Offerings"). Licensee 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 Licensor shall have no liability of any kind or nature with respect to Licensee's use of and access to Third Party Offerings. Licensor may discontinue providing access to Third Party Offerings at any time upon written notice to Licensee. Licensee further acknowledges that use of certain databases with the Advaita Cloud Solution, 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. Licensee must obtain all such licenses at its sole cost and expense.  For KEGG, the Licensee may accept the terms of the KEGG End User License Agreement (KEGG EULA) (10) below as part of this overall EULA. If Licensee already has a valid a license for KEGG, the terms of that license may supersede section 10.

10.	KEGG END USER LICENSE AGREEMENT

10.a.	Definitions: Throughout this EULA the following capitalized terms have these respective meanings: 
10.a.1.	“Article” means one of the numbered paragraphs contained in this Master Agreement, while “Section” refers to all Articles found under a given numbered Section. 

10.a.2.	“Applicable Fees” means the fees that You pay Reseller in consideration for the rights set out in this EULA. 

10.a.3.	“Customer” means You, the entity defined on Page 1 of this EULA, and excludes any affiliates, parent companies, or subsidiaries. Related capitalized terms, such as Your or Your Entity, also refer to You. 

10.a.4.	“Derived Data” means any data that is derived or generated directly from any KEGG Data. 

10.a.5.	“End Use” means to download, display, reproduce, use, or copy in whole or in part the KEGG Data or Derived Data, the whole in the regular course of Tangible Product Development or of research conducted by such End User. The rights to undertake End Use are referred to as “End User Rights”, and are held by “End Users”. 

10.a.6.	“Good Standing” means the state of affairs where any payments of any Applicable Fees are made on time and duly according to instructions, and You are entirely materially compliant and otherwise generally compliant with all the terms of this EULA, and no late fees or penalties remain outstanding. 

10.a.7.	“Kanehisa Laboratories” means the laboratories headed by Professor Minoru Kanehisa, having their principal place of activity at the Institute for Chemical Research, Kyoto University. 

10.a.8.	“KEGG” means “Kyoto Encyclopedia of Genes and Genomes”, a non-profit academic research project of the Kanehisa Laboratories that aims to develop a bioinformatics resource for understanding higher order functional meanings and utilities of the cell or the organism from its genome information. 

10.a.9.	“KEGG Data” means any data contained in the KEGG Databases. 

10.a.10.	“KEGG Databases” means any or all of the past, current, or future databases developed by the Kanehisa Laboratories. KEGG Databases may be updated in whole or in part at any time, and without notice.“Licensed User” means any individual within Your Entity who is authorized to use KEGG Data as set out in this EULA. 

10.a.11.	“Pathway Website” means the website controlled and maintained by Pathway reachable through an Access Point. 

10.a.12.	“Reseller” means the entity that has acquired a KEGG end user license from Pathway and that has transferred verbatim such license to You; 

10.a.13.	“Scholarly Publication” means the disclosure of KEGG Data, analyses, or information relating to the KEGG Data, provided that (i) such publication is available publicly not for Your profit, and (ii) such disclosure is limited to small portions of relevant KEGG Data. The rights to undertake Scholarly Publication are referred to as “Scholarly Publication Rights”. 

10.a.14.	“Tangible Product” means any material product developed by End Users, such as, but not limited to, chemicals, enzymes, and biological materials. 

10.a.15.	“Tangible Product Development” means the production, design, or development of any Tangible Product for any purpose, commercial or not.
10.a.16.	“Tangible Product Development Candidate Data” means small portions of KEGG Data or of Derived Data that are identified as candidates to help with Tangible Product Development. 

10.a.17.	“Third Party” means any party other than You, Pathway, or the Kanehisa Laboratories. 

10.a.18.	“Third Party Software” means any software or software module made by a Third Party that is specifically designed to retrieve KEGG Data or to extract or display biological meaning from KEGG Data. 

10.b.	Granting of License 
10.b.1.	Single Named User (SNU) means a named user belonging to You, and is non- transferable. 

10.b.2.	Pathway grants You the rights set out in this EULA (these rights being collectively referred to as the “License” for the present purpose), the whole subject to the terms and conditions of this EULA. 

10.b.3.	This License is non-exclusive and non-transferable, and grants no right to sublicense. 

10.c.	Your License Rights and Obligations 
10.c.1.	You will ensure the compliance of all Licensed Users with this EULA, and will be liable for any failure to do so. You will also ensure that only Licensed Users have access to KEGG Data. 

10.c.2.	This EULA grant rights strictly limited to the use of KEGG Data as set out herein. Any other data, software, research, or know-how developed by the Kanehisa Laboratories remain the latter’s property. 

10.c.3.	You are authorized to access the KEGG Data only as provided by Your Reseller. 

10.c.4.	This License: 
10.c.4.a.	only includes End User Rights and Scholarly Publication Rights; and 

10.c.4.b.	it does not include: 

10.c.4.b.i.	the rights to use the KEGG Data or/and the KEGG Databases for the purpose of selling or distributing KEGG Data or Derived Data, nor any software that is developed in whole or in part for the purpose of manipulating KEGG; 
10.c.4.b.ii.	the rights to use of the KEGG Data or/and the KEGG Databases for purposes other than Scholarly Publication to create an analysis summary consisting of KEGG Data or Derived Data and provide such analysis summary to any Third Party as a commercial or a non-commercial service. 
10.d.	Restrictions 
10.d.1.	Nothing in this EULA is intended to prohibit publication or disclosure to others of data, analyses or information relating to the KEGG Data, provided that any such publication or disclosure does not involve transfer or disclosure of any part of the KEGG Data. 
10.e.	License Modality 
10.e.1.	This License is granted according to the following modalities: 5.1.1 one (1) SNUs for the following Licensed User: 
10.e.1.a.i.	You 
10.f.	Term 
10.f.1.	The term of this License is one (1) year. 
10.g.	Confidentiality 
10.g.1.	Under reserve of Article 10.g.2, You will not disclose, share with or distribute any KEGG Data to anyone within or outside Your Entity, except as specifically provided in this EULA. Even when authorized to disclose any of the KEGG Data, You will ensure that it is used to further legitimate purposes and will make reasonable efforts to ensure its continued confidentiality and integrity. 

10.g.2.	You may provide print or electronic copies of KEGG Data or Derived Data to national or international authorities for the purposes of, or in anticipation of, regulatory compliance, or patent or trademark applications, as well as for other legal proceedings without any additional charges. All the documents used for these regulatory and legal purposes may be stored internally, even after expiration or termination of any this EULA, provided that such data is strictly limited to the purpose described in this Article. 

10.g.3.	Upon expiration or termination of this EULA for whatever reason, You agree to destroy at Your own cost and expense all copies of any KEGG Data in Your possession and to immediately cease using KEGG Data in any way. 

10.h.	Intellectual Property Rights and Ownership 
10.h.1.	Neither party grants the other the right to use its trademarks, trade names, patents, know-how, name or logo used in the course of trade, or other designations in any promotion. 

10.h.2.	The provisions of this current Section shall survive the expiration or termination of this EULA. 

10.i.	Limited Warranty 
10.i.1.	Pathway represents and warrants that (i) it has the right to license the KEGG Data to You and to grant the other rights set forth in this EULA; (ii) it has no knowledge of the KEGG Data infringing upon any patent rights or copyrights of Third Parties and has received no notice to that effect; (iii) it is not subject to any outstanding order, judgment or decree of any court, arbitration panel, or administrative agency, and has not entered into any stipulation or agreement restricting its use of the KEGG Data or its ability to perform this EULA; and (iv) there is no action, suit or proceeding pending against Pathway which, if adversely determined, would have a material adverse effect upon its ability to grant the rights granted to Customer in this EULA. 
10.i.2.	Pathway provides the KEGG Data “as is” and does not make, and hereby excludes, all other representations or warranties of any kind, including the accuracy of any KEGG Data, whether express or implied, either in fact or by operation of law. Pathway expressly disclaims all warranties of merchantability, fitness for a particular purpose. Pathway does not warrant that the KEGG Data will meet Your requirements. 
10.j.	Limitation of Liability 
10.j.1.	You acknowledge and understand that KEGG Databases contain only data, and no executable software. As such, KEGG Databases cannot cause any damage or losses unless acted upon. 

10.j.2.	EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL PATHWAY OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF THE USE OF OR INABILITY TO USE KEGG DATA, INCLUDING, WITHOUT LIMITATION: DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE BASIS UPON WHICH THE CLAIM IS BASED. SIMILARLY, NO LIABILITY MAY ARISE OUT OF CONTENT ORIGINATING FROM OR PROVIDED BY YOU OR A THIRD PARTY THAT IS ACCESSED THROUGH KEGG DATA, OR ANY MATERIAL LINKED THROUGH SUCH CONTENT OR SERVICE. 

10.j.3.	IN ANY CASE, THE ENTIRE LIABILITY OF PATHWAY OR YOURSELF SHALL NOT EXCEED THE AGGREGATE SUM OF THE FEES YOU PAID TO PATHWAY FOR THE USE OF THE KEGG DATA GIVING RISE TO SUCH DAMAGES UP TO AND INCLUDING THE DATE OF OCCURRENCE OF SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF PATHWAY. 

10.j.4.	YOU WILL DIRECT EXCLUSIVELY AGAINST PATHWAY ANY COMPLAINT, CLAIM OR LEGAL PROCEEDING HAVING ANY RELATION TO THIS EULA. NO COMPLAINT, CLAIM OR LEGAL PROCEEDING MAY BE BROUGHT AGAINST THE KANEHISA LABORATORIES. 

10.j.5.	The provisions of this Section 10.j shall be unaffected by any completion, termination, or cancellation of this EULA. 

10.j.6.	Neither party is responsible for failure to fulfill any obligations due to events beyond its control. 

10.k.	Entire Licensing Agreement 
10.k.1.	This EULA constitutes the whole contract between the parties at any given time, and none of it may be construed as anything but a licensing agreement pertaining to the KEGG Data. 

10.k.2.	Each Section and Article of this EULA is and shall be independent of the other and in the event that any part of this EULA is declared invalid, illegal or unenforceable, then the remaining parts shall remain valid, binding and enforceable. 
10.l.	Geographic Scope and Governing Law 
10.l.1.	All of Pathway’s obligations under this EULA are performed solely in Japan; Pathway furnishes no services outside of this territory. For further clarity, Pathway’s obligations generally involve (1) development and maintenance of KEGG, and (2) the hosting and maintaining of a server for downloading KEGG. All activities relating to category (1) are performed solely in Japan. As for category (2), the servers are located on Japanese territory, protected by a firewall, such that only authorized companies may access it to download KEGG. 

10.l.2.	This EULA shall be governed and construed in accordance with the laws of Japan applicable to contracts made and to be performed therein, and their interpretation and application shall be of the exclusive jurisdiction of the courts of the District of Tokyo or the District of Osaka. 

10.m.	Language 
10.m.1.	This EULA is written in the English language only. Any translations of such documents shall be for informational purposes only, and shall not be binding on the parties. 

10.m.2.	If You operate within Japan, auxiliary and administrative documents (such as letters, invoices, receipts, and so on) may be written in the Japanese language. 

11.	Attribution. The Advaita Cloud Solution uses 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

12.	Input Data. All data entered into or uploaded to the Advaita Cloud Solution by Licensee shall be considered the property of Licensee. Licensee shall have sole responsibility for the accuracy, quality, integrity, reliability and use of the Licensee Data and any intellectual property ownership or other rights to the Licensee Data. Licensor shall not be responsible for deletion, correction, destruction, damage, access, loss or failure to store Licensee Data.

13.	Licensee Responsibilities. Licensee shall be solely responsible for, at its sole cost and expense:

13.a.	Obtaining all computer hardware, software and communications equipment necessary to use and access the Advaita Cloud Solution, including all third party access charges;

13.b.	Establishing any data or files that are not included with the Advaita Cloud Solution, including back-up copies of such data or files;

13.c.	Providing qualified and trained personnel in connection with the use and operation of the Advaita Cloud Solution.

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

15.	Warranty Disclaimer and Limitation of Liability. ADVAITA AND ITS SUPPLIERS PROVIDE THE LICENSED MATERIALS AND ANY SERVICES CONNECTED HEREWITH “AS IS” AND THE WARRANTIES IN SECTION 13 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 LICENSOR FOR OR WITH RESPECT TO THE ADVAITA CLOUD SOLUTION. LICENSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, 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.

15.a.	NEITHER LICENSEE, LICENSOR NOR ANYONE INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE ADVAITA CLOUD SOLUTION 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.

16.	Non-Infringement. In the event of an infringement claim with respect to the Advaita Cloud Solution, Licensor shall have the right to: (i) replace the infringing Advaita Cloud Solution components giving rise to such claim with functionally equivalent software; (ii) modify the Advaita Cloud Solution while retaining substantively equivalent functionality; (iii) procure at no cost to Licensee the right to continue to use the Advaita Cloud Solution components; or (iv) if the foregoing is not commercially reasonable in Licensor's sole discretion, terminate this Agreement. If Licensor terminates this Agreement, Licensee's sole remedy shall be the right to receive a refund of any license fees that were prepaid for the Advaita Cloud Solution for a prorated portion of any remaining period in connection with a subscription. Licensor's obligation under this Section 17 shall not extend to (i) any release of the Advaita Cloud Solution connected to third party environments such as BaseSpace™, (ii) any release of the Advaita Cloud Solution for which Licensor no longer offers maintenance to the extent such infringement would have been avoided by using a version for which Licensor was providing maintenance as of the date of infringement or (iii) to the extent infringement could have been avoided by Licensee's use of a superseding version of the Advaita Cloud Solution.

17.	Licensee Indemnification. Licensee shall defend, indemnify and hold Licensor 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 Licensee of a representation made in or obligation imposed by 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 hereunder, Licensor shall give Licensee prompt written notice of any such claim, tender to Licensee the defense or settlement of any such claim at Licensee's expense and cooperate with Licensee, at Licensee's expense, in defending or settling such claim.

18.	Termination.

18.a.	Unless earlier terminated as provided in this Agreement, this Agreement shall remain in full force and effect for the entire Term.

18.b.	Advaita may terminate this Agreement at any time without written notice.

18.c.	Removal of the Advaita Cloud Solution for any reason will constitute termination of this agreement.

18.d.	In the event of termination of this Agreement, Licensee shall cease all use of and access to the Advaita Cloud Solution.

19.	EXPORT. You will comply fully with all relevant export laws and regulations of the United States and will not export, direct or transfer the Product to any destination, person or entity restricted or prohibited by such laws and regulations.

20.	GOVERNMENT RIGHTS.  If you are an agency or instrumentality of the United States Government, the Product, 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 Product are governed by the terms of this Agreement.

21.	Miscellaneous.

21.a.	This Agreement shall inure to the benefit of and be binding upon each of the parties and their respective permitted successors and assigns. Licensee 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.

21.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
46099 Five Mile Road,
Plymouth, MI 48170
Attn: President

If to Licensee:	  At the email address set forth on the Registration Form or as indicated by Licensee

21.c.	Any change in address or designation of the party entitled to receive notice shall be in writing in accordance with this Section.

21.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.

21.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.

21.f.	This Agreement shall be construed and enforced in accordance with the laws of the State of Michigan. The parties irrevocably consent to jurisdiction and venue in any state or federal court located in or serving Wayne County, Michigan.

21.g.	This Agreement and any Registration Form constitutes the entire agreement between Licensor and Licensee, and supersedes all proposals, purchase orders, understandings, representations, prior agreements or communications relating to this Agreement.

21.h.	Licensor has the right to change or discontinue any aspect or feature of the Advaita Cloud Solution at any time.

21.i.	The Licensee acknowledges and agrees that the Advaita Cloud Solution is intended for and to be used only for research purposes only.

21.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.

21.k.	Parts of this application may be covered under US Patent 8,068,994 which is exclusively licensed to Advaita.

21.l.	For Research Use Only. Not for use in diagnostic procedures (except as specifically noted).