Terms & Conditions

License Agreement for use of: RTG Investigator Version 2.4.1 Software

IMPORTANT: READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN Real Time Genomics, Inc. ("RTG") AND YOU.

This is a limited license that allows you to use the software for individual research and/or evaluation only.

Registration. You must register with RTG to use the Software provided under this license agreement. You agree to provide RTG with correct information when registering and to notify RTG of any changes to registration information. As part of the registration process, you must enter your name and accurate email address. Your license key will be generated in part using this data, and the license key is valid for only your use. You may not share your license key, nor any email forwarding such key or authorizing software download, with any third party to allow them to access or use the Software. You are responsible for any use of the Software accessed through your license key.

AFTER INSTALLING THE SOFTWARE PRODUCT ACCOMPANYING THIS AGREEMENT (the software and the documentation is defined as "Software" in this agreement) IF YOU TYPE THE "YES" OR "Y" OPTION TO THE QUESTION: "Do you agree to the terms and conditions (y/n)?" YOU WILL BE BOUND BY THIS AGREEMENT. You are not required to accept these terms but, unless and until you do, you are not authorized to use the Software. If you do not wish to agree to these terms, please type "NO" or "N" and delete the Software.

ANY RESALE OR FURTHER DISTRIBUTION OF THE SOFTWARE CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND MAY VIOLATE APPLICABLE COPYRIGHT LAWS.

NOTICE: THE SOFTWARE MAY CONTAIN A "TIME OUT" FEATURE THAT WILL RENDER THE SOFTWARE INOPERATIVE AT THE END OF THE TERM. SAVE ALL DATA YOU INTEND TO INPUT AND ALL DATA RECEIVED FROM THE SOFTWARE TO AVOID ANY LOSS. RTG IS NOT LIABLE FOR LOSS OF ANY DATA OR INFORMATION LOST FOR ANY REASON.

END USER SOFTWARE LICENSE AGREEMENT

LICENSE GRANT

RTG hereby grants to you, subject to the terms of this Agreement, a nonexclusive, non-transferable license during the Term to use the Software on no more than five computers for only your personal non-competitive use. You may not use the Software for any service center and/or for directly or indirectly compensated production. You shall install the Software in your home account or another user-only partition/folder but not in a system wide multi-user server installation on a shared file system. No rights are granted to later versions of the Software.

Any and all results that are obtained from use of the Software ("Results") by you are solely and fully owned by you. You shall have the right, at your sole discretion, management and expense, to publish the Results and apply for intellectual property rights such as but not limited to patent applications and patents to any and all Results and you are the sole and full owner of all such intellectual property rights. You shall be free to use Results and the related intellectual property rights at your own discretion.

Benchmarking. You do not have the right to publish and disclose Results linked with benchmarking the Software versus other comparable software ("Benchmarking Results") without the advanced written consent of RTG.

RESTRICTIONS

Your use of the Software is subject to the following restrictions:

You shall not: (i) give any person or entity, including your affiliates, collaborators, customers, consultants, organizations, or subjects, access to the Software directly or indirectly over a network or over the internet (any person may review Results but all persons accessing the Software must have a license); (ii) market, resell, distribute, or otherwise provide to any third party with or without charge, any portion of the Software; (iii) remove or make unreadable any copyright, trademark or other proprietary rights notice contained or embedded in the Software; (iv) copy (except that you may make a reasonable number of copies of the Software solely for internal backup, archival purposes); (v) modify, reformat, manipulate, alter, paraphrase, or translate any portion of the Software; (vi) reverse engineer, reverse compile, reverse assemble, or otherwise attempt to reveal or duplicate for any purpose, the methodology, know-how or trade secrets underlying the Software or the means (including any source code) by which the Software is delivered; (vii) create derivative works of the Software, or otherwise use the Software to create another product or service, in a commercial time sharing or resale capacity or otherwise, for the benefit of any third party; (viii) extract ideas, procedures, formulas, work flows or hierarchies from the Software to create a work that may be used as a substitute therefore, or use the software for any other competitive purpose; (ix) circumvent, disable, disclose, modify, or remove any security protection methods that are used in the operation or protection of the Software; or (x) except as otherwise authorized in this Agreement, use the Software by other electronic means or hard copy for any purpose not expressly stated in this Agreement.

During the Term you shall comply with all laws, rules, and regulations that are applicable to your use of the Software including all state, federal and international privacy laws.

Support, training and services are not provided under this agreement. All Support, training and services require a separate signed agreement.

PROPRIETARY RIGHTS

Ownership. RTG shall retain all rights, title and interest in and to the Software. All copyrights, trademarks, patents, trade secrets and other intellectual property rights to the Software are owned by RTG and its licensors, all copies must contain the entire copyright and other notices included with the original copy of the Software.

WARRANTIES AND LIMITATIONS

RTG warrants that it is the sole owner of all right, title and interest in and to the Software, or if it is not the sole owner of such rights, that it is an authorized licensee of such rights and has the right to sublicense such rights to you; and other than the license keys and associated license key enforcement mechanism, which shall not be considered a disabling device, the Software as delivered shall not contain any viruses, disabling devices, back doors, Trojan horses, or other code or programming routines that will damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or information. The Software has the ability to send information to RTG in the event that it encounters a problem during operation. This ability is turned off by default and must be explicitly turned on by the user at startup by responding appropriately to the question "Would you like to enable automatic crash reporting (y/n)?" If you select "y" to this question, crashes may be reported to RTG. Depending on the nature of the report, RTG may contact you. But, such reporting does not imply or obligate RTG to contact you or repair any error to the Software.

As your exclusive remedy for any claim under the warranty in this Section you shall promptly notify RTG in writing of your claim and, provided that such claim is determined by RTG to be RTG's responsibility, RTG shall, within thirty (30) days of its receipt of your written notice, use commercially reasonable efforts to correct any failure of the warranty or terminate this agreement.

You acknowledge and agree that sequence data and/or similar information that may be provided to you by RTG in connection with the Software is collected and analyzed by RTG based on information provided to RTG by third parties, and to the knowledge of RTG, such information is reliable. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL DATA AND THE SOFTWARE PROVIDED HEREUNDER ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE," AND RTG MAKES NO WARRANTIES OR REPRESENTATIONS, AND HEREBY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT IN CONNECTION WITH THE SOFTWARE OR OTHERWISE UNDER THIS AGREEMENT.

RTG does not warrant that the Software or its operation will be complete, current, uninterrupted, or error free or that use thereof will produce the results which you seek. RTG does not warrant that the functions contained in the Software will operate in the combination selected by you or will meet your requirements. RTG makes no representation or warranty of any kind with respect to any third party components; and under no circumstances will RTG be liable for any damage or loss resulting from a cause over which RTG does not have control, including, without limitation, failure of electronic or mechanical equipment or communications lines, network connectivity, telephone or other interconnect problems, general inoperability of the Internet, unauthorized access, failure to back up data, theft or operator error, or errors or defects in your system. YOU ASSUME THE ENTIRE RISK AS TO THE USE AND OPERATION OF THE SOFTWARE. YOU AGREE TO BACKUP ALL DATA BEFORE USING DATA WITH THE SOFTWARE. IN NO EVENT WILL RTG BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE OR DATA, DAMAGE TO SYSTEMS OR EQUIPMENT, BUSINESS INTERRUPTION OR COST OF COVER) IN CONNECTION WITH OR ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, EVEN IF RTG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE THE SOFTWARE IS PROVIDED AT NO COST TO YOU, RTG'S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY DAMAGES AND COSTS SHALL NOT, IN ANY EVENT, EXCEED FIVE DOLLARS. THE LIMITATIONS OF LIABILITY APPLY EVEN IF THERE IS A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

INDEMNIFICATION BY RTG

RTG shall defend, indemnify and hold you harmless from and against any and all damages, costs, charges, liabilities, expenses (including reasonable attorneys' fees), actions, claims, and demands which may be sustained by, recovered from, or brought against you alleging that the Software used within the scope of this Agreement, infringes any United States copyright or misappropriates the trade secret rights of any third party; provided that you promptly notify RTG of any such claim, RTG has sole control of the defense or settlement thereof, and you cooperate with RTG in the defense or settlement thereof. You may not settle or compromise any such action, suit or proceeding, except with the prior written consent of RTG. In the event that (i) the Software is held by a court of appropriate jurisdiction to infringe the United States intellectual property rights of a third party and the Use of the Software is enjoined, (ii) RTG concludes that the Software infringes (or is likely to become the subject of a claim of infringement of) the rights of a third party, or (iii) RTG elects to settle any claim of infringement by a third party, RTG will, if possible on commercially reasonable terms, at its own expense and option: (a) procure for you the right to continue to use the Software; (b) replace the infringing components of the Software with other components with the same or similar functionality; or (c) modify the Software so that it is non-infringing. If, in RTG's sole judgment, none of the foregoing options are available on commercially reasonable terms, RTG may terminate this Agreement with no liability.

RTG shall not have any obligations under this Section to the extent a third-party claim is based on: (i) use of the Software except in accordance with this Agreement; (ii) the use, operation or combination of the Software on or with programs, data, equipment or documentation not provided by RTG; (iii) modifications of the Software not made by RTG; (iv) your failure to implement changes recommended by RTG if the infringement would have been avoided by such changes; (v) or any activities of you after RTG has notified you that such activities may result in infringement.

THIS SECTION STATES THE ENTIRE LIABILITY OF RTG WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND IS IN LIEU OF ALL OTHER REMEDIES.

TERM

The term of this Agreement ("Term") is one year from the date you download the Software. You may terminate this agreement by removing the Software and destroying all copies of the Software. RTG may terminate the agreement by posting a notice of termination on its website. You may renew this agreement provided RTG offers other free versions of the Software at the end of the Term. In such event, you may renew this Agreement by contacting RTG to extend your current version or you may upgrade to the new free version. There is no representation or warranty that any other version of the Software will be made available. Please contact RTG if you are near end of the Term of this agreement and require further use of the Software. RTG may, in its sole discretion, extend or not extend the Term.

TERMINATION

Upon any termination or expiration of this Agreement you shall immediately cease use of the Software, and erase the Software and all copies.

NOTICES

Any notice to be given shall be as follows:

To RTG:

Real Time Genomics, Inc. Attn: CFO 576 Folsom, St. 2nd Floor San Francisco, CA 94105

To You: RTG may provide notice to any address, including email address, used by you to register to download the Software, or where you have requested RTG to send notice and, if none, then RTG may post notices on its website which will be effective within 15 days of posting.

MISCELLANEOUS

Assignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by you, in whole or in part, whether voluntary or by operation of law.

Waiver. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its/your rights or remedies at any time, shall not be construed and shall not be deemed to be a waiver of such party's rights under this Agreement and shall not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action.

Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that shall preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision shall be severed from the remaining terms, conditions and provisions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

Integration. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all communications, representations, understandings and agreements before you accept the agreement, either oral or written, between the parties with respect to said subject matter. This Agreement may not be amended, supplemented or modified except by a writing signed by both parties.

Export. You shall not export or re-export the Software or the Documentation without the prior written consent of RTG and without the appropriate United States and foreign government licenses.

Not Fault Tolerant. The Software is not fault-tolerant or designed or intended for use in hazardous environments requiring fail-safe performance (such as, without limitation, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support machines, medical applications, or weapons systems) in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage. Accordingly, the license granted in this Agreement excludes use in any such environments and such use is unauthorized and prohibited.

U.S. Government. If you are an agent for a United States government agency or acquired the license to the Software pursuant to a government contract or with government funds, then as defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all software, including, without limitation, the Software, Documentation and any Developments, provided in connection with this Agreement are "commercial items," "commercial computer software" and/or "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the United States government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. You shall ensure that each copy used or possessed by or for the United States government is labeled to reflect the foregoing.

Publicity. RTG may use your name in vendor and customer lists, press releases, or product brochures for marketing purposes only.

Governing Law. The parties hereby consent to the exclusive jurisdiction in the County of San Francisco, California and you waive any objection on the grounds of lack of jurisdiction (forum non conveniens or otherwise) to the exercise of such jurisdiction over you by any such courts for resolution of any disputes arising out of or related to this Agreement.

Open Source Software Licenses =============================

The RTG Software contains and is subject to the following open source software:

Picard library

(https://sourceforge.net/projects/picard/) for reading and writing SAM files, under the terms of following license:

The MIT License

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Bzip2 library

included in the open source Ant project (http://ant.apache.org/) for decompressing bzip2 format files, under the following license:

Copyright 1999-2010 The Apache Software Foundation Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0

Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

a modified version of java/util/zip/GZIPInputStream.java from OpenJDK 7 under the terms of the following license:

This code is free software; you can redistribute it and/or modify it under the terms of the GNU General Public License version 2 only, as published by the Free Software Foundation. Oracle designates this particular file as subject to the "Classpath" exception as provided by Oracle in the LICENSE file that accompanied this code.

This code is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License version 2 for more details (a copy is included in the LICENSE file that accompanied this code).

You should have received a copy of the GNU General Public License version 2 along with this work; if not, write to the Free Software Foundation, Inc., 51 Franklin St, Fifth Floor, Boston, MA 02110-1301 USA.

Please contact Oracle, 500 Oracle Parkway, Redwood Shores, CA 94065 USA or visit www.oracle.com if you need additional information or have any questions.

Java(TM) Platform, Standard Edition Runtime Environment The Java(TM) Runtime Environment (JRE) and the JavaFX(TM) runtime are products of Oracle.

This software and related documentation are provided under a license agreement containing restrictions on use and disclosure and are protected by intellectual property laws. Except as expressly permitted in your license agreement or allowed by law, you may not use, copy, reproduce, translate, broadcast, modify, license, transmit, distribute, exhibit, perform, publish, or display any part, in any form, or by any means. Reverse engineering, disassembly, or decompilation of this software, unless required by law for interoperability, is prohibited.

The information contained herein is subject to change without notice and is not warranted to be error-free. If you find any errors, please report them to us in writing.

If this is software or related software documentation that is delivered to the U.S. Government or anyone licensing it on behalf of the U.S. Government, the following notice is applicable:

U.S. GOVERNMENT RIGHTS Programs, software, databases, and related documentation and technical data delivered to U.S. Government customers are "commercial computer software" or "commercial technical data" pursuant to the applicable Federal Acquisition Regulation and agency-specific supplemental regulations. As such, the use, duplication, disclosure, modification, and adaptation shall be subject to the restrictions and license terms set forth in the applicable Government contract, and, to the extent applicable by the terms of the Government contract, the additional rights set forth in FAR 52.227-19, Commercial Computer Software License (December 2007). Oracle America, Inc., 500 Oracle Parkway, Redwood City, CA 94065.

This software or hardware is developed for general use in a variety of information management applications. It is not developed or intended for use in any inherently dangerous applications, including applications which may create a risk of personal injury. If you use this software or hardware in dangerous applications, then you shall be responsible to take all appropriate fail-safe, backup, redundancy, and other measures to ensure its safe use. Oracle Corporation and its affiliates disclaim any liability for any damages caused by use of this software or hardware in dangerous applications.

Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.

This software or hardware and documentation may provide access to or information on content, products, and services from third parties. Oracle Corporation and its affiliates are not responsible for and expressly disclaim all warranties of any kind with respect to third-party content, products, and services. Oracle Corporation and its affiliates will not be responsible for any loss, costs, or damages incurred due to your access to or use of third-party content, products, or services.

RTG provides no warranties, express or implied on open source software. You may obtain a copy of the source code for the above open source software at the websites listed above or for free by requesting a copy from RTG.