License

Copyright (c) 2014-2021, MiLaboratories Inc. All Rights Reserved

BEFORE DOWNLOADING AND/OR USING THE SOFTWARE, WE STRONGLY ADVISE AND ASK YOU TO READ CAREFULLY THIS LICENSE AGREEMENT.

By exercising the Licensed Rights, the User accepts and agrees to be bound by the terms and conditions of this international public end-user license (the “License”). To the extent this License may be interpreted as a contract, the User is granted the Licensed Rights in consideration of the User’s acceptance of these terms and conditions, and the Licensor grants the User such rights in consideration of benefits the Licensor receives from making the Software available under this License. By downloading the Software, the User represents and warrants to the Licensor that the User is an individual or a Non-Profit Organization and will only use the Software for Non-Commercial Purposes in accordance with the terms of this License.

  1. The User has read the terms of this License and

Section 1 - Definitions.

In this License:

“Copyright and Similar Rights” means copyright and/or similar rights closely related to copyright,
without regard to how the rights are labeled or categorized.
“Licensed Rights” means the rights granted to the User subject to the terms and conditions of this
License, which are limited to all Copyright and Similar Rights that apply to the User’s use of the Software and that the Licensor has authority to license.

“Licensor” means MiLaboratories Inc., a Delaware corporation.

“Non-Commercial” means use by an individual or a Non-Profit Organization that is not intended for or
directed towards commercial advantage or monetary compensation.
“Non-Profit Organization” means an organization that does not, and is not intended to, earn profits
for its owners or shareholders and which operates in order to provide a public service.
“Software” means MiXCR, the Licensor’s proprietary software for comprehensive, adaptive immunity
profiling for immunoglobulin (IG) and T-cell receptor extraction of T- and B- cell receptor repertoires from any type of sequencing data. All title and copyrights for and to the Software, including but not limited to any copywritten images, demos, source code, and intermediate files incorporated into the Software, the accompanying materials, and any copies of the Software are the intellectual property of and are owned by the Licensor.
“User” means the individual or Non-Profit Organization exercising the Licensed Rights under this
License.

Section 2 - License Grant.

Subject to the terms and conditions of this License, the Licensor hereby grants the User a worldwide, non-exclusive, royalty-free, non-sublicensable, non-transferable license to exercise the Licensed Rights in the Software to download, install, use, reproduce, copy, modify and distribute any part of the Software for academic, educational, research and other Non-Commercial purposes only.

The User is not authorized by this License to assert or claim that the User or its use of the Software is, connected with, or sponsored, endorsed, or granted official status by, the Licensor.

Patent and trademark rights are not licensed under this License.

Those desiring to incorporate the Software into commercial products or use the Software or any derivatives from the Software for any commercial purposes should contact MiLaboratories Inc., which owns exclusive licensing and distribution rights for the Software, using the following email address: licensing@milaboratories.com.

Section 3 - License Conditions.

A User’s exercise of the Licensed Rights is expressly made subject to the following conditions:

  1. If the User distributes the Software (including in modified form), the User must:

    1. retain the following if it is supplied by the Licensor with the Software:

      • identification of the creator(s) of the Software and any others designated to receive attribution, in any reasonable manner requested by the Licensor (including by pseudonym if designated);
      • a Licensor’s copyright notice;
      • a notice that refers to the disclaimer of warranties in Section 4 (Disclaimer of Warranties and Limitation of Liability) below; and
      • a URI or hyperlink to the Software to the extent reasonably practicable;
    2. indicate if the User has modified the Software and retain an indication of any previous

      modifications; and

    3. indicate the Software (including any modifications and derivatives) are licensed under

      this License, and include the text of, or the URI or hyperlink to, this License.

  2. If requested by the Licensor, the User must remove any of the information required

    by paragraph(a) above to the extent reasonably practicable.

  3. The User shall not (and shall not allow any other person to):

    • decompile, disassemble, or otherwise reverse engineer the Software or attempt to discover any source code or underlying ideas or algorithms of the Software;
    • remove any product identification, copyright or other notices embedded within the Software;
    • modify or create a derivative work of the Software;
    • export any Software in violation of applicable laws or regulations;
    • copy the Software or any portion thereof except as provided in this License;
    • disclose any performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software; or
    • rent, lease, loan, sale or assign the Software or derivative works based on the whole or any part of the Software.
  4. Through the Software, the Licensor collects anonymized statistics and other information,

    including the User’s IP address and the size of raw data files processed by the User (rounded to the nearest ten megabytes). By accessing the Software, the User consents to the collection and processing of such data by the Licensor.

Section 4 - Disclaimer of Warranties and Limitation of Liability.

THE SOFTWARE PROVIDED HEREIN IS ON AN “AS IS” BASIS, AND THE LICENSOR HAS NO OBLIGATION TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, ENHANCEMENTS, OR MODIFICATIONS. THE LICENSOR MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER IMPLIED OR EXPRESS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT, TRADEMARK OR OTHER RIGHTS. LICENSOR DOES NOT GUARANTEE THAT LICENSED MATERIALS WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.

LICENSOR DOES NOT GUARANTEE THAT THE LICENSED MATERIALS ARE ERROR-FREE. LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE LICENSED MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE LICENSED MATERIALS REMAINS WITH YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

IN NO EVENT SHALL THE LICENSOR BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THE USE OF THIS SOFTWARE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Section 5 - Term and Termination.

This License applies for the term of the Copyright and Similar Rights licensed herein. However, if the User fails to comply with this License, then the User’s rights under this License terminate automatically.

Where the User’s right to use the Software has terminated under the preceding paragraph, it reinstates: (a) automatically as of the date the violation is cured, provided it is cured within thirty (30) days of the User’s discovery of the violation; or (b) upon express reinstatement by the Licensor.

For the avoidance of doubt, nothing in this Section 5 affects any right the Licensor may have to seek remedies for the User’s violation of this License.

Sections 1 (Definitions), 4 (Disclaimer of Warranties and Limitation of Liability), 5 (Term and Termination), 6 (Other Terms and Conditions), 7 (Interpretation) and 8 (Governing Law / Forum and Venue) survive termination of this License.

Section 6 - Other Terms and Conditions.

The Licensor shall not be bound by any additional or different terms or conditions communicated by the User unless expressly agreed. Any arrangements, understandings, or agreements regarding the Software not stated herein are separate from and independent of the terms and conditions of this License.

Section 7 - Interpretation.

For the avoidance of doubt, this License does not, and shall not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Software that could lawfully be made without permission under this License.

To the extent possible, if any provision of this License is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this License without affecting the enforceability of the remaining terms and conditions.

No term or condition of this License will be waived and no failure to comply consented to unless expressly agreed to by the Licensor. Nothing in this License constitutes or may be interpreted as a limitation upon, or waiver of, any privileges and immunities that apply to the Licensor or the User, including from the legal processes of any jurisdiction or authority.

Section 8 - Governing Law / Forum and Venue.

This License shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the Licensor and the User.

Any judicial action or proceeding arising hereunder or relating hereto shall be brought in, and the User hereby consent to the exclusive, personal jurisdiction of, the Courts of New York.

Section 9 – Changes.

From time to time, Licensor may change the terms and provisions of this License. When these changes are made, Licensor will make a new version of the License publicly available.

You understand and agree that if you use the Software after the date on which the License has been changed, the Licensor will treat your use as acceptance of the updated License.

Section 10 – Contacts.

If you have any questions, concerns, or complaints regarding this License or the Software, please contact us using the details below:

licensing@milaboratories.com

https://milaboratories.com/contacts

This document was last updated on September 16, 2021