THIS IS A CONTRACT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. BY CLICKING THE "I ACCEPT" BOX, INSTALLING OR USING THE GENE ORACLE OR GENE ORACLE SUPPLIED SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT, YOU ARE AGREEING ON BEHALF OF THE ENTITY (COLLECTIVELY, "CUSTOMER") LICENSING THE SOFTWARE AND THAT ENTITY WILL BE BOUND BY AND IS BECOMING A PARTY TO THIS END USER LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT (A) DO NOT INSTALL, OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND. YOU MAY RETURN THE ENTIRE PRODUCT FOR A FULL REFUND, YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM GENE ORACLE OR AN AUTHORIZED GENE ORACLE RESELLER, AND APPLIES ONLY IF YOU ARE THE ORIGINAL END USER PURCHASER. THE SOFTWARE WILL BE DEEMED ACCEPTED BY CUSTOMER ON THE DATE THE CUSTOMER CHECKS THE "I ACCEPT" BOX.

Your Registration data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy at www.geneoracle.com/privacy/. Gene Oracle Reserves the right to update and change, from time to time, this Software License and all documents incorporated by reference. You can always find the most recent version of this Software License at http://info.geneoracle/legal/us/geneoracle.html. Gene Oracle may change this Software License by posting a new version without notice to you.

The following terms of this End User License Agreement ("Agreement") govern Customer's access and use of the Software, except to the extent (a) there is a separate signed agreement between Customer and Gene Oracle governing Customer's use of the Software or (b) the Software includes a separate "click-accept" license agreement as part of the installation and/or download process. To the extent of a conflict between the provisions of the foregoing documents, the order of precedence shall be (1) the signed agreement, (2) the click-accept agreement, and (3) this End User License Agreement.

Conditioned upon compliance with the terms and conditions of this Agreement, Gene Oracle, Inc. ("Gene Oracle"), grants to Customer a nonexclusive and nontransferable non-sublicensable license to use for Customer's internal business purposes the Software and the Documentation for which Customer has paid the required license fees. "Documentation" means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) specifically pertaining to the Software and made available by Gene Oracle with the Software in any manner (including on CD-Rom, or on-line).


Customer's license to use the Software shall be limited to, and Customer shall not use the Software in excess of, a single hardware chassis or card or that number of agent(s), concurrent users, sessions, IP addresses, port(s), seat(s), server(s) or site(s), as set forth in the applicable Purchase Order which has been accepted by Gene Oracle and for which Customer has paid to Gene Oracle the required license fee.

This is a license, not a transfer of title, to the Software and Documentation, and Gene Oracle retains ownership of all copies of the Software and Documentation. Customer acknowledges that the Software and Documentation contain trade secrets of Gene Oracle, its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Accordingly, except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to:

(i) transfer, assign, sublicense, rent, or lease the Software to any other person or entity, and Customer acknowledges that any attempted transfer, assignment, sublicense or use shall be void;

(ii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or otherwise to attempt to discover the source code of the Software, or permit third parties to do the same;;

(iii) alter or modify in any way the installer for the Software, or create a new installer for the Software;

(iv) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this limitation;

(v) use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of Gene Oracle; or

(vi) disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of Gene Oracle. Customer shall implement reasonable security measures to protect such trade secrets;

(vii) use the software to design, analyze, construct, make, build, synthesize in part or in whole synthetic DNA for commercial purposes or for economic gain.

Parts of the Licensed Software may be supplied by GENE ORACLE and may be subject to separate license terms.

For purposes of this Agreement, "Software" shall include (and the terms and conditions of this Agreement shall apply to) computer programs as provided to Customer by Gene Oracle or an authorized Gene Oracle supplier, and any upgrades, updates, bug fixes or modified versions thereto (collectively, "Upgrades") or backup copies of the Software licensed or provided to Customer by Gene Oracle or an authorized Gene Oracle supplier.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE FOR THE UPGRADE OR ADDITIONAL COPIES; AND (2) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP PURPOSES ONLY.

Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same from and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in this agreement, Customer shall not make any copies or duplicates of any Software without the written permission of Gene Oracle.

The initial term shall commence on the Effective Date of this Agreement and shall continue for a period of one (1) year unless a different term is specified by the parties at the time of purchase (the "Subscription Period"). Thereafter, the Agreement shall renew at the then-current License Fees and Additional Licensed User Fees for successive terms of one (1) year, unless either party gives written notice to the other of its intention not to renew at least sixty (60) days prior to the end of a term. Company shall remain obligated for all fees through the date of termination. Either party may terminate this Agreement prior to the end of a term if the other party materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for thirty days following written notice of the breach. Company's obligation to make a payment of any outstanding, unpaid fees and to keep Confidential Information confidential and the terms of Section 1.2 shall survive termination or expiration of this Agreement.

You may terminate the Software License by discontinuing use of all or any of the Gene Oracle Software and by destroying all your copies of the applicable Gene Oracle Software. To uninstall the Gene Oracle Software, you may use the standard Microsoft Windows "Add/Remove Programs" menu in either the My Computer/Control Panel option or the Settings/Control Panel option. Once you access the Microsoft Windows Control Panel option, select "Add/Remove Programs", and then "Gene Oracle Toolbar". The Gene Oracle Software will be uninstalled and will no longer be visible when you restart your computer.

The Software is being delivered AS IS and Gene Oracle makes no warranty as to its use, performance, or results you may obtain using the Software.

ALL EXPRESSED OR IMPLIED CONDITIONS, REPRESENATAIONS, AND WARRENTIES INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFROMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW. USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY GENE ORACLE, ITS SUPPLIERS AND LICENSORS.

IN NO EVENT WILL GENE ORACLE OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY LOST REVENUE, PROFIT, OR LOST DAMAGED DATA, BUSINESS INTERUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCEDENTAL, OR PUNATIVE DAMAGES HOWEVER CAUSE AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUR OF THE USE OF OR INABILITY TO USE SOFTWARE OR OTHERWISE AND EVEN IF GENE ORACLE OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL GENE ORACLE OR ITS SUPPLIERS’ OR LICENSORS’ LIABILITY TO CUSTOMER, WHETHER IN CONTRACT, TORT, BREECH OF WARRANTY, OR OTHERWISW EXCEED THE PRICE PAID BY CUSTOMER TO GENE ORACLE UNDER THIS AGREEMENT.

BECAUSE SOME STATES OR JURISDICATION DO NOT ALLOW THE EXCLUSION Or LIMITATION OF INCEDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, THE ABOVE MAY NOT APPLY TO YOU.

The Software is owned by Gene Oracle, and its structure, organization and code are the valuable trade secrets of Gene Oracle and its suppliers. The Software is protected by United States Copyright Law and International Treaty provisions. You may use trademarks only insofar as required to comply with this EULA and to identify printed output produced by the Software, in accordance with accepted trademark practice, including identification of trademark owner's name. Such use of any trademark does not give you any rights of ownership in that trademark. Except as stated above, this EULA does not grant you any intellectual property rights in the Software.

The Software and Documentation under this Agreement is "commercial computer software" as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms and this Agreement as specified in 48C.F.R. 12.212 (Computer Software) and 12.11 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.

Customer acknowledges and agrees that neither the Software and Documentation nor any other technical data received from Gene Oracle, nor the direct product thereof, will be exported outside the United State or re-exported except as authorized and as permitted by the laws and regulations of the United States and/or the laws and regulations of the jurisdiction, in which Company rightfully obtained the Software.

The Warranty and the End User License shall be governed by and construed in accordance with the laws of the State of California, without reference to or application of choice of law rules or principles. The United Nations Convention on the International Sale of Goods shall not apply. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the license of the Software and Documentation and supersedes any conflicting or additional terms contained in any purchase order or elsewhere, all of which terms are excluded. This Agreement has been written in the English language, and the parties agree that the English version will govern.

Notices hereunder shall be in writing and addressed to Company at the address provided when purchasing this license, or, in the case of GENE ORACLE, when addressed to Gene Oracle, Inc., Attn. Legal Counsel, 922 San Leandro Avenue Suite C, Mountain View, CA 94043 USA.