SequenceIQ Terms of Use Welcome, and thank you for your interest in SequenceIQ, Inc. (“SequenceIQ”) and our service, including our downloadable software applications, APIs, and websites (collectively, the “Service”). The following terms and conditions are a legally binding contract regarding use of the Service between the entity, organization, company or individual agreeing to these terms (“Customer” or “you”) and SequenceIQ. PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. BY CLICKING “I ACCEPT,” OR ENTERING INTO AN AGREEMENT WITH SEQUENCEIQ THAT INCORPORATES THESE TERMS BY REFERENCE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS AND ANY ADDITIONAL TERMS OR FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). If you are not eligible, or do not agree to the Terms, then please do not use the Service. 1. Eligibility. You must be at least eighteen (18) years old to use the Service. By agreeing to the Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years old, (ii) that you have not previously been suspended or removed from the Service, and (iii) that your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are using the Service on behalf of an entity, organization, or company (a “Subscribing Organization”), you represent and warrant that you have the authority to bind such Subscribing Organization to these Terms and you agree to be bound by these Terms on behalf of such Subscribing Organization. In such case, “you” in this Agreement means such Subscribing Organization and each end user of the Subscribing Organization. 2. Accounts and Registration. To access most features of the Service you must register for a SequenceIQ account. When you register for an account, you may be required to provide us with some information about yourself such as your e-mail address or other contact information. You agree that the information you provide to us is and will be accurate and up-to-date at all times. You are solely responsible for maintaining confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you agree to notify us as soon as possible at help@sequenceiq.com. 3. Payment. Access to the Service or to certain features of the Service may now or in the future require the payment of fees such as subscription fees (“Fees”). Fees may be set forth on our pricing page available at www.sequenceiq.com/pricing or on a physical, electronic or online SequenceIQ order form, as applicable, which is accepted by SequenceIQ and describes such Fees. Before initial payment of any Fees, you will have an opportunity to review and accept the Fees that you will be charged. SequenceIQ will charge Fees to the payment method, such as your credit card, that is specified at the time of subscription or purchase. You authorize SequenceIQ to charge all sums described herein to such payment method. If you choose automatic payment of any Fees, you authorize SequenceIQ to charge your payment method such amounts. All Fees are non-refundable. SequenceIQ may change the Fees for the Service or any feature of the Service, including by adding additional fees or charges, on a going forward basis at any time. SequenceIQ reserves the right to change the Fees charged for any subscription upon the renewal of such subscription. If your payment method fails or your accounts are past due, (a) you agree to pay all amounts due upon demand by SequenceIQ, (b) SequenceIQ may collect fees owed using other collection mechanisms (this includes charging other payment methods you may have on file with SequenceIQ), (c) SequenceIQ reserves the right to either suspend or terminate your account or access to the Services, and/or (d) you agree to pay a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is less. 4. Licenses. 4.1License from SequenceIQ to you. Subject to the Terms, SequenceIQ grants to you a worldwide, non-exclusive, non-transferable, terminable license to use the Service. 4.2Trial License from SequenceIQ to you. SequenceIQ may, at its discretion, make available trial licenses that do not require the payment of applicable Fees for a period of time or subject to other limitations (each a “Trial License”). Please note that any Customer Data or Customer Applications imported to, stored on, or made available on the Service during a Trial License may be permanently lost or deleted at the end of such trial license unless Customer pays the applicable fee. 4.3Customer Data License from you to SequenceIQ. The Service permits Customers to import, store, and process data, content, and other types of works (collectively called, “Customer Data”). For clarity, Customer Data does not include the metadata associated with such Customer Data that is created through use of the Service. By importing, storing, or processing Customer Data, you grant to SequenceIQ a worldwide, non-exclusive, royalty-free license to reproduce, distribute, publicly display, publicly perform, modify, and adapt your Customer Data for the purpose of providing the Service to you, including the right to sublicense your Customer Data as necessary to provide the Service to you (for example, we may need to sublicense Customer Data to our third-party service providers, such as Amazon, that help us provide the Service to you. SequenceIQ will not use, display, disclose or transfer Customer Data in a manner that specifically identifies you without your consent, except as otherwise set forth in this Section 4.3. SequenceIQ may use, display, store, disclose or transfer Customer Data as may be required or permitted by law or legal process, or to protect SequenceIQ’s rights or property (including without limitation, enforcement of SequenceIQ’s agreements) or the rights, property, or safety of any person or entity. SequenceIQ may use, display, disclose or transfer Customer Data to (i) third-party vendors who perform services for SequenceIQ; and (ii) to an acquirer, successor, or assignee, and its legal representatives, in connection with any merger, acquisition, debt financing, sale of company assets, or similar transaction, as well as in the event of an insolvency, bankruptcy, or receivership in which Customer Data is transferred to a third party as one of SequenceIQ’s business assets. 4.4Customer Application License from you to SequenceIQ. Additionally, the Service permits Customers to host software applications and code (“Customer Applications”). By hosting your Customer Applications on the Service, you grant to SequenceIQ a worldwide, non-exclusive, royalty-free license to reproduce, distribute, publicly display, publicly perform, modify, and adapt your Customer Data for the purpose of providing the Service to you, including the right to sublicense your Customer Applications as necessary to provide the Service to you including to our third-party service providers such as Amazon. 5. Customer Data and Customer Applications. 5.1Ownership. You retain copyright and any other proprietary rights you hold in the Customer Data and Applications that you import to or store using the Service. 5.2Representations and Warranties. You are solely responsible for your Customer Data and Customer Applications and the consequences of importing, storing, or processing Customer Data or making available Customer Applications. By importing, storing, or processing Customer Data or making available Customer Applications, you affirm, represent, and warrant that: · You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize SequenceIQ and users of the Service to use and distribute your Customer Data and Customer Applications as necessary to exercise the licenses granted by you in these Terms including, but not limited to the applicable license agreement with Amazon permitting you to use Amazon S3 Services; · Your Customer Data and Customer Applications, and the use thereof as contemplated herein, does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right. · You have a privacy policy that accurately describes your privacy practices, including, but not limited to your collection and use of personally identifiable information through your Customer Applications, your practices for storing personally identifiable information, and the circumstances in which you disclose personally identifiable information to third parties. · Your privacy policy allows you to provide Customer Data to SequenceIQ and permits SequenceIQ to use, store, and disclose such Customer Data as set forth in the SequenceIQ Privacy Policy. 5.3Disclaimer. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST SEQUNCEIQ WITH RESPECT TO CUSTOMER DATA AND CUSTOMER APPLICATIONS. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH CUSTOMER DATA AND CUSTOMER APPLICATIONS. You understand that when using the Service, SequenceIQ may provide analytics and other processing of information including your Customer Data. You acknowledge that such analytics and processing results provided through the Service may be inaccurate. Additionally, you acknowledge that imported, stored or processed information, including Customer Data, may be incomplete, corrupted, or otherwise not useable. We are under no obligation to edit or control Customer Data and Customer Applications that you import to or make available through the Service. SequenceIQ may at any time and without prior notice, remove any Customer Data or Customer Applications that in our sole judgment violates these Terms. If SequenceIQ is notified by any third party that Customer Data or Customer Applications allegedly violate these Terms or applicable law, we may investigate the allegation and determine in our sole discretion whether to remove the Customer Data or Customer Applications, which we reserve the right to do at any time and without notice. 6. ACCEPTABLE USE. BY USING THE SERVICE YOU AGREE NOT TO: 6.1use the Service for any illegal purpose, or in violation of any local, state, national, or international law; 6.2violate, or encourage others to violate, the rights of third parties; 6.3import or collect any Customer Data or other content that is unlawful, defamatory, libelous, or invasive of privacy through your Customer Applications or otherwise; 6.4sell, sublicense, or otherwise transfer the access granted herein or any Materials (as defined in Section 12 below); or 6.5interfere with the operation of the Service, including by (i) reverse engineering or otherwise attempting to discover the source code of the Service or any part thereof except to the extent that such activity is expressly permitted by applicable law, (ii) performing any fraudulent activity including impersonating any person or entity, claiming false affiliations, or accessing the Service accounts of others without permission; or (iii) intentionally interfering with or damage operation of the Service or any user’s enjoyment of it including by uploading or otherwise disseminating viruses or other malicious code. 7. Export Tools; Export Tools Disclaimer; Linked Websites. 7.1Export Tools. SequenceIQ may provide tools within the Service that enable you to export information, including Customer Data, either in downloadable form or directly to third party services (“Export Tools”). By using Export Tools to export to third parties services, you agree that we may transfer such information, including Customer Data, to the applicable service or in the applicable format. 7.2Export Tools Disclaimer. YOU ACKNOWLEDGE THAT EXPORT TOOLS MAY NOT WORK FOR YOUR PURPOSES, AND YOU ACKNOWLEDGE THAT INFORMATION, INCLUDING CUSTOMER DATA, EXPORTED USING EXPORT TOOLS MAY BE INCOMPLETE, CORRUPTED, OR OTHERWISE NOT USEABLE. The disclaimer with respect to Customer Data in Section  applies to all exported Customer Data. 7.3Linked Websites. The Service may also contain links to third-party websites. Such linked websites are not under our control, and we are not responsible for their content. 8. Digital Millennium Copyright Act (DMCA) Policy. 8.1DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Service, you may contact our Designated Agent at the following address: SequenceIQ, Inc. 65 Paulay Ede St Budapest H-1061 Hungary E-mail: copyright@sequenceiq.com Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information: a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; b. a description of the copyrighted work or other intellectual property that you claim has been infringed; c. a description of the material that you claim is infringing and where it is located on the Service; d. your address, telephone number, and email address; e. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. 8.2Repeat Infringers. SequenceIQ will promptly terminate without notice the accounts of users that are determined by SequenceIQ to be “repeat infringers." A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had Customer Data or Customer Applications removed from the Service more than twice. 9. Termination of Use; Discontinuation and Modification of the Service. 9.If you violate these Terms, your permission to use the Service will automatically terminate. Additionally, SequenceIQ, in its sole discretion may terminate your user account on the Service or suspend or revoke your access to the Service at any time, with or without notice. We also reserve the right to modify the Service at any time without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or revocation of your access to or use of the Service. You may terminate your account at any time by contacting customer service at help@sequenceiq.com. If you terminate your account, you will remain obligated to pay all outstanding fees and charges, if any, relating to your use of the Service incurred prior to termination. 10. Privacy Policy; Additional Terms. 10.1Privacy Policy. Please read the SequenceIQ Privacy Policy carefully for information relating to our collection, use, and disclosure of your personal information. The SequenceIQ Privacy Policy is hereby incorporated by reference into, and made a part of, these Terms. 10.2Additional Terms. Your use of the Service is subject to any additional terms, rules, or guidelines applicable to the Service or certain features of the Service that we may post and you may accept (the "Additional Terms"), such as end user license agreements for our downloadable applications, subject to Section 11. All such Additional Terms are hereby incorporated by reference into, and made a part of, the Terms. 11. Modification of the Terms. We reserve the right, at our discretion, to change the Terms on a going forward basis at any time. Please check the Terms periodically for changes. In the event that a change to the Terms materially modifies your rights or obligations, you will be required to accept such modified terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified terms. Immaterial modifications are effective upon publication. For the avoidance of doubt, disputes arising hereunder will be resolved in accordance with the Terms in effect that the time the dispute arose. 12. Ownership; Proprietary Rights. The Service is owned and operated by SequenceIQ. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by SequenceIQ (the “Materials”) are protected by all relevant intellectual property and proprietary rights and applicable laws. Except for any Customer Data or Customer Applications, all Materials contained in the Service are the property of SequenceIQ or our third-party licensors. Except as expressly authorized by SequenceIQ you may not make use of the Materials. SequenceIQ reserves all rights to the Materials not expressly granted in these Terms. 13. Indemnity. You agree that you will be personally responsible for your use of the Service, and you agree to defend, indemnify and hold harmless SequenceIQ and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "SequenceIQ Entities") from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys' and accounting fees and costs, arising out of or in any way connected with (i) your access to, use of or alleged use of the Service; (ii) your violation of the Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. 14. Disclaimers; No Warranties. THE SERVICE IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE SEQUENCEIQ ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE-OF-DEALING, USAGE, OR TRADE. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE. 15. Limitation of Liability. IN NO EVENT WILL THE SEQUENCEIQ ENTITIES BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE SEQUENCEIQ ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE SEQUENCEIQ ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THE USE OF THE SERVICE IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID TO SEQUENCEIQ FOR ACCESS TO AND USE OF THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR (ii) $100. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR LIMITATION OF LIABILITY IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 16. Customer Reference: You agree that SequenceIQ may use your name and logo on the website located at www.sequenceiq.com for the purpose of marketing the Service. 17. Governing Law. These Terms shall be governed by the laws of the State of California without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and SequenceIQ agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the San Francisco County, California for the purpose of litigating all such disputes. We operate the Service from our offices in California, and we make no representations that information and materials included in the Service are appropriate or available for use in other locations. 18. General. The Terms, together with the Privacy Policy, the Additional Terms, and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and SequenceIQ regarding your use of and access to the Service, and except as expressly permitted above may only be amended by a written agreement signed by authorized representatives of the parties. You may not assign or transfer the Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms at any time without notice. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of the Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to Sections 1, 3, and 5 through 18. 19. Dispute Resolution and Arbitration. 19.1Generally. In the interest of resolving disputes between you and SequenceIQ in the most expedient and cost effective manner, you and SequenceIQ agree that any and all disputes arising in connection with these Terms shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and SequenceIQ are each waiving the right to a trial by jury or to participate in a class action. 19.2Exceptions. Notwithstanding subsection 19.1, we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims. 19.3Arbitrator. Any arbitration between you and SequenceIQ will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting SequenceIQ. 19.4Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). SequenceIQ's address for Notice is: 65 Paulay Ede St Budapest H-1061 Hungary. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or SequenceIQ may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or SequenceIQ shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any; provided that if our dispute is finally resolved through arbitration in your favor, SequenceIQ shall pay you the greater of (i) the amount awarded by the arbitrator, if any, and (ii) the greatest amount offered by SequenceIQ in settlement of the dispute prior to the arbitrator’s award. 19.5Fees. In the event that you commence arbitration in accordance with these Terms, SequenceIQ will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in San Francisco County, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse SequenceIQ for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. 19.6No Class Actions. YOU AND SEQUENCEIQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and SequenceIQ agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. 19.7Modifications. In the event that SequenceIQ makes any future change to this arbitration provision (other than a change to the SequenceIQ's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to SequenceIQ's address for Notice, in which case your account with SequenceIQ shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject shall survive. 19.8Enforceability. If Subsection 19.6 is found to be unenforceable or if the entirety of this Section 19 is found to be unenforceable, then the entirety of this Section 19 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 17 shall govern any action arising out of or related to these Terms. 20. Contact Information. If you have any questions regarding SequenceIQ, the Service, or the Terms please contact us at help@sequenceiq.com.