GENSCIENCE GENR8R END USER LICENSE AGREEMENT

THIS EULA CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT SUBSCRIBER’S AND GENSCIENCE’S RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE BETWEEN THE PARTIES.

1. Services; Incorporation by Reference. 
1. Services. This EULA applies to any Service Order pertaining to (i) Genscience’s proprietary cloud computing environment that integrates software, genetic and genomic data, methods, and analytical capabilities (together with all related analytical tools, algorithms, source code, object code, functionality, software, website designs, audio, video, text, photographs, graphics, database structures, and documentation, the “Platform”) (ii) Genscience’s software-as-a-service known as “GENR8R” that is built on the Platform and provides genetic, genomic, and other supporting information to users on genes and indications through a web browser interface, and (iii) Genscience’s proprietary software utilities, scripts, sample applications, and other client-side code (including code made available in Genscience’s code repositories) that are designed to assist Subscriber in connecting to, querying, or otherwise interacting with the Platform, including by enabling common or pre-configured query workflows (collectively, “Query Tools”) (clauses (i) – (iii), collectively, the “Services”).
2. Entire Agreement. The Agreement constitutes the sole and exclusive agreement between the Parties with respect to the subject matter thereof. Without limiting the foregoing, any additional or different terms provided in any non-disclosure agreement, purchase order, statement of work, or other document issued by Subscriber regarding the subject matter thereof (whether issued prior to or after the date of the Service Order) will not become part of the Agreement, are null and void, and will not be binding upon Genscience. Subscriber’s signature on any Service Order or the use by Subscriber of the Services constitutes acceptance of the Agreement. In the event of a conflict between the terms of the Agreement and the terms of a Service Order, the terms of the Agreement will control. 
2. License, Support, Updates.
1. License. Subject to the terms and on the conditions of the Agreement, Genscience hereby grants Subscriber a non-exclusive, revocable, limited, royalty-free, non-sublicensable, non-transferable license, solely for the term of the Agreement, to access and use the Services solely for Subscriber’s lawful internal business purposes and in accordance with the terms of the Agreement. 
2. Support. So long as Subscriber has not breached the Agreement, Genscience agrees to use commercially reasonable efforts to respond to Subscriber’s requests for support with respect to the Services during Genscience’s regular business hours. Genscience cannot guarantee the Services will be available at all times. Genscience may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. Subscriber agrees that Genscience has no liability whatsoever for any loss, damage, or inconvenience caused by Subscriber’s inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in the Agreement will be construed to obligate Genscience to maintain and support the Services.
3. Updates. Genscience reserves the right to enhance, update, and make changes (which changes could add or remove features or functionality) to the Services and to roll out such enhancements, updates, and changes to Subscriber at any time in connection with Genscience making such enhancements, updates, and changes commercially available to Genscience’s other customers. Genscience makes no promises or guarantees with respect to delivery of any future features or functionalities. Any discussions of any future features or functionalities, either prior to or following the agreement to the Agreement, are for informational purposes only, and Genscience has no obligation to provide any such features or functionalities. Subscriber will have no right to access or use such enhancements, updates, features, or functionalities unless expressly set forth in a Service Order.  
4. Number of Licenses. Unless otherwise set forth in a Service Order, Subscriber acknowledges and agrees that the Services are licensed to Subscriber on a “per user” basis and that no right or license of any kind is granted for more than the number of users identified in a Service Order to access or use the Services for or on behalf of Subscriber at any given time. Genscience reserves the right to limit or suspend Subscriber’s access to the Services during any period in which Genscience reasonably believes Subscriber is exceeding its number of licensed users. 
5. Equipment and Connectivity. Subscriber is solely responsible, at its own expense, for procuring, maintaining, and securing all hardware, software, equipment, operating systems, browsers, network infrastructure, telecommunications services, internet connectivity, and other services necessary to access and use the Services (collectively, “Subscriber Systems”). Subscriber shall ensure that its Subscriber Systems meet any minimum technical requirements specified by Genscience from time to time. Genscience is not responsible for (a) the reliability, availability, performance, or security of Subscriber Systems, (b) any delays, delivery failures, data loss, or other damage resulting from issues with Subscriber Systems or telecommunications or internet service providers, or (c) any unauthorized access to or use of the Services caused by Subscriber’s failure to maintain appropriate security measures for its systems, credentials, or networks.
3. Accounts; Restrictions on Use.
1. Accounts. If Subscriber is an organization, Subscriber may only authorize Subscriber’s employees (“Personnel”) to access and utilize the Services. If Subscriber is an individual, only Subscriber may access and utilize the Services. Subscriber will (i) ensure that its Personnel comply with the terms of the Agreement at all times and (ii) maintain the confidentiality and security of their GENR8R and/or Platform account credentials and authentication keys. Subscriber is solely responsible and liable for any acts or omissions by Subscriber’s Personnel as if Subscriber committed such acts or omissions under the Agreement, including, but not limited to: (a) instructions given to Genscience by Subscriber’s Personnel; (b) access to, and use of, accounts of Subscriber’s Personnel; and (c) violations by Subscriber, Subscriber’s Personnel, or third parties of the restrictions set forth in Section 3.2 below. Subscriber is solely responsible for all activity occurring in and through the Services by Subscriber and anyone on its behalf, including any person using Subscriber’s account credentials and authentication keys. Subscriber agrees that Subscriber will not, and will not permit any of Subscriber’s Personnel to, share or otherwise provide any account information, credentials, or authentication keys with or to any third party.  Subscriber shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and will notify Genscience promptly after discovering any unauthorized use of any password, authentication key or account or any other known or suspected breach of security or privacy rights. 
2. Restrictions. Subscriber acknowledges that the Services and Third-Party Content made available on or via the Services may contain valuable trade secrets of Genscience and its licensors and suppliers and constitute confidential information of Genscience. Accordingly, Subscriber agrees that Subscriber may not, nor shall Subscriber permit any third party to: (a) modify, adapt, alter, translate, or create derivative works of the Services or Third-Party Content; (b) engage in unauthorized framing of or linking to the Services or Third-Party Content; (c) build a product or service using similar ideas, features, functions, or graphics of the Services or Third-Party Content or that is otherwise competitive with the Services; (d) sublicense, resell, rent, lease, transfer, or assign the Services, Third-Party Content, or their use, or offer the Services or Third-Party Content on a time share basis to any third party; (e) reverse engineer, decompile, decode, or disassemble the Services or Third-Party Content to attempt to reverse engineer the functionality of the Services or Third-Party Content; (f) otherwise attempt to derive the source code for the Services or any underlying software or attempt to gain access to any underlying code used to implement or deploy the Services or any Third-Party Content; (g) disable, disrupt, circumvent, or otherwise interfere with any feature, functionality, or control that prevents, restricts, or otherwise governs access to, or use of, the Services, Third-Party Content, or any features or functionalities thereof; (h) violate any applicable law or regulation or use the Services, Third-Party Content, or any information obtained from the Services in a manner that is illegal, unauthorized, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading; (i) trick, defraud, or mislead Genscience and/or other users, especially in any attempt to learn sensitive account information such as user passwords; (j) disparage, tarnish, or otherwise harm, in Genscience’s opinion, Genscience, the Services, or Third-Party Content; (k) make improper use of Genscience’s support or submit false reports of abuse or misconduct; (l) systematically, or in bulk, retrieve data or other content from the Services or Third-Party Content to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Genscience; (m) engage in any automated use of the Services or Third-Party Content, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools; (n) use any artificial intelligence, large language models, machine learning or other technologies in connection with the Services or Third-Party Content, including output from the Services, (o) harass, annoy, intimidate, or threaten any of Genscience’s employees or agents engaged in providing any portion of the Services or Third-Party Content to Subscriber, or (p) use or attempt to use the Query Tools in connection with any software, hardware, tools, equipment, or service other than the Platform and GENR8R. 
3. Suspension and Termination of Access to Services. Without limiting any other remedies, Genscience reserves the right to, in Genscience’s sole discretion and without notice or liability, limit, suspend, terminate, modify, or delete Subscriber’s or Subscriber’s Personnel’s access to Subscriber’s accounts, the website(s) made available by Genscience, the Services, or portions thereof (including blocking certain IP addresses) for any rightful reason, including without limitation for breach of any representation, warranty, or covenant contained in the Agreement, any applicable law or regulation, for actual or suspected illegal activity or improper use by Subscriber or Subscriber’s Personnel, use of the Services exceeding the number of licensed users, or any untrue, inaccurate, not current, or incomplete information provided by Subscriber or Subscriber’s Personnel to Genscience. Genscience shall be under no obligation to compensate Subscriber for any losses or adverse results that are due to the suspension, termination, modification, or deletion of Subscriber’s or Subscriber’s Personnel’s access to the Services or its accounts in accordance with the foregoing. 
4. Confidential Information.
1. “Confidential Information” means all information and materials of a confidential, secret or proprietary nature disclosed or made available by or on behalf of Genscience to Subscriber and/or its Personnel, directly or indirectly, whether disclosed in written, oral, graphic, electronic or any other form and whether or not identified or marked as “confidential,” including, without limitation, information, data and materials regarding or from the Services, including output from the Services, technology, products, product candidates, research and development programs, results, compound designs or structures, manufacturing or other processes, methods, know-how, inventions, or other intellectual property, including all derivatives of the foregoing. Confidential Information shall not include any information that Subscriber can demonstrate by competent evidence: (i) was publicly known and generally available in the public domain prior to the time of disclosure by Genscience; (ii) becomes publicly known and generally available through no action or inaction of Subscriber or any of its Personnel after disclosure by Genscience; (iii) is obtained by Subscriber from a third party who has a right to disclose such information free of any obligation of confidentiality and who is not providing such information on behalf of Genscience; or (iv) is independently developed by Subscriber or its Representatives without use of or reference to the Confidential Information.  Notwithstanding anything to the contrary, Confidential Information shall not be deemed to be publicly known merely because elements of Confidential Information are publicly available, nor shall public availability of a part or parts of Confidential Information or the methods and processes by which they are combined render the entire set of Confidential Information public. The unique combination of publicly available information with other Confidential Information shall remain confidential unless the entire combination, including its specific arrangement and method of combination, is publicly known.
2. During the term of the Agreement and thereafter, Subscriber agrees to use any Confidential Information solely as permitted by the Agreement. Subscriber shall take at least those measures to protect the confidentiality and prevent unauthorized use of Confidential Information as Subscriber uses to protect its own confidential information of a similar nature, but not less than reasonable care. Subscriber agrees not to disclose any Confidential Information to any third party, except to those Personnel who have a need to know such information in connection with the Agreement, as determined by Subscriber in good faith, and who are bound by written or professional obligations of confidentiality and restrictions on use and disclosure at least as stringent as those set forth in the Agreement. Subscriber shall require its Personnel receiving Confidential Information to observe the restrictions on use and disclosure set forth herein, and Subscriber shall be liable for any breach of such restrictions by its Personnel.
3. Notwithstanding anything in the Agreement to the contrary, Subscriber may disclose Confidential Information to the extent such disclosure is required by applicable law, provided that Subscriber, unless prohibited by law, gives Genscience prompt written notice of such requirement prior to disclosure and cooperates with Genscience’s efforts to limit the scope of the information to be provided or to obtain an order protecting the information from disclosure. 
4. All Confidential Information, and all copies of such Confidential Information, shall be and remain the property of Genscience. Subscriber shall, upon the earlier of termination of the Agreement or the request of Genscience, promptly return to Genscience or destroy any Confidential Information and materials containing Confidential Information in Subscriber’s possession or control; provided that Subscriber may retain insubstantial amounts of Confidential Information embodied in notes, slides and documents created by Subscriber in the ordinary course for internal business purposes, which may only be used following the term for the sole purpose of documenting results.  Any such retained Confidential Information shall continue to be subject to the terms of the Agreement.
5. Ownership.
1. IP Ownership. As between the Parties, all right, title, and interest in and to the Services, including all source code, data, information, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services, and any intellectual property rights therein or thereto are and shall be owned solely and exclusively by Genscience. 
2. Usage Data. Genscience may monitor the usage of the Services and may collect and/or generate data and information relating to Subscriber’s and Subscriber’s Personnel’s use of the Services (collectively, “Usage Data”). Both during and after the term of the Agreement, Genscience and its affiliates may use the Usage Data to support the effective operation and ongoing improvement of the Services and for any other lawful purpose, provided that Genscience shall not publicly disclose, link, or otherwise associate Subscriber’s identity or any personal information of Subscriber or its Personnel with their search activities conducted through the Services.
3. Feedback. To the extent Subscriber or Subscriber’s Personnel provide Genscience with any suggestions, ideas, enhancement requests, recommendations or feedback regarding the Services, or Genscience otherwise conceives of or creates any ideas, enhancements, improvements, or modifications to the Services (collectively, “Feedback and Improvements”), Genscience will be free to use, disclose, commercialize, license, and exploit such Feedback and Improvements for any lawful purpose, including to improve the Services for other customers of Genscience. Subscriber warrants and represents that the Feedback and Improvements provided to Genscience do not constitute confidential information. 
4. Third-Party Agreements. Neither Party shall disclose to the other Party any trade secret or confidential or proprietary information of a third party to which such Party does not have rights of disclosure for purposes of providing the Services.  
5. Third-Party Content. Subscriber acknowledges that the Services may include, display, make available, or otherwise link to third-party reports, analyses, data, information, applications, websites, or other materials generated (“Third-Party Content”), which may be subject to additional terms and conditions, which terms and conditions will be binding on Subscriber. The provision of Third-Party Content does not constitute an endorsement or recommendation by Genscience of any third party. Subscriber acknowledges and agrees that Genscience provides Third-Party Content for convenience only and does not own or control Third-Party Content, nor is it responsible for the availability, accuracy, or content of such Third-Party Content. To the extent that Genscience makes such Third-Party Content available to the Subscriber, Genscience shall not be liable for any damages or losses arising from the Subscriber’s use of or reliance on such Third-Party Content.
6. Third-Party Licensing Requirement. In certain cases, the Services may also have certain features or Third-Party Content that are made available to Subscriber only if Subscriber has a valid license to such features or Third-Party Content. In such cases, the Subscriber shall be responsible for: (a) obtaining any necessary licenses from third parties to use specific features or Third-Party Content on the Services, and (b) providing all information reasonably requested by Genscience to confirm the Subscriber has the right to receive such features or Third-Party Content. Genscience has the right to disable or lock Subscriber’s access to such features or Third-Party Content if Subscriber does not have the appropriate licenses or if Genscience does not receive the information requested to confirm the Subscriber has the right to receive such features or Third-Party Content. 
6. Compliance with Laws. Subscriber shall comply with all applicable laws in relation to Subscriber’s obligations and performance under the Agreement, and specifically agree to comply with all export control, embargo, and sanctions laws and regulations of the United States and any other applicable jurisdiction (the “Export Control Laws”). Subscriber must not violate, and must not cause Genscience to violate, any Export Control Laws. Licenses or other authorizations required for the transfer of goods or Services will be the responsibility of Subscriber unless otherwise indicated in the Agreement, in which event Subscriber shall provide all information as may be requested by Genscience to enable Genscience to obtain such licenses or authorizations. Subscriber specifically agrees to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act. Subscriber must not, directly or indirectly, provide or offer to provide anything of value to or for the benefit of any official or employee of a governmental authority to obtain or retain any contract, business opportunity, or other benefit, or to influence any act or decision of that person in her/his official capacity.  Subscriber represents and warrants that neither it nor any of its Personnel accessing the Services will: (a) use, access, or engage in any activities with the Services in the Crimean Peninsula, Cuba, the Donbass Region, Iran, North Korea, and Syria, or any other country or region subject to sanctions by the United States or European Union (a “Restricted Market”); (b) will involve individuals ordinarily resident in a Restricted Market; or (c) involve companies, organizations, or governmental entities from a Restricted Market.
7. Non-Exclusivity. Genscience retains the right to contract with other companies, individuals, or entities for its products, consulting, and other services without restriction. Without limiting Subscriber’s obligations and the restrictions set forth in the Agreement, Subscriber retains the right to contract with other companies and/or individuals for consulting and other services without restriction. 
8. Competitive Activities. Subscriber hereby acknowledges that Genscience is engaged in the business of integrating genetic evidence into drug discovery, and as such, may engage in discussions, negotiations, and agreements with, and may provide consulting and other services to, other persons or entities, some of whom or which may be deemed competitive with the Subscriber’s or its affiliates’ business (as currently conducted or as currently proposed to be conducted). Subscriber further recognizes that Genscience is affiliated with an investment firm (“Investment Firm”) that provides management services for investment funds engaged in public market and private equity investing (collectively, the “Funds” and, together with Genscience and the Investment Firm, the “Genscience Parties”) and may therefore be involved in discussions, investments or business relationships with persons or entities engaged in, or contemplating, similar businesses to the actual or planned business of Subscriber. Subscriber hereby agrees that the Genscience Parties shall not be liable to Subscriber for any claim arising out of, or based upon, (i) any discussions, negotiations or agreements by the Genscience Parties with, or the provision of consulting or other services by the Genscience Parties to, any person or entity competitive with Subscriber or its affiliates, or (ii) actions taken by any director, manager, employee, subcontractor, agent or advisor of the Genscience Parties to assist any such competitive company, in whatever capacity such action was taken, and whether or not such action has a detrimental effect on Subscriber or its affiliates.
9. Payment Terms.
1. License Fees. Subscriber will pay Genscience the license fees set forth the Service Order (the “License Fees”) at the time and in the manner set forth in the Service Order. Subscriber will have no right to set off any amounts due under the Agreement and all payments are non-refundable. All payments are further subject to any additional terms and conditions set forth in the Service Order.   
2. Taxes. All License Fees exclude any sales, use, excise, import, export, value added, universal service charge, withholding, or other similar taxes or governmental charges, including any related penalties and interests however designated, other than taxes based on the net income of Genscience (collectively “Taxes”), and Subscriber agrees to pay any Taxes imposed under the Agreement.
3. Late Payments. If Subscriber fails to make any payments when due under the Agreement, Subscriber may be charged a late fee on any amount that is not paid when due at a rate of one and one-half percent (1.5%) per month or the maximum rate allowed by applicable law, whichever is lower, calculated from the due date until the date paid. Genscience may further suspend any or all access to the Services until all amounts due and late fees are paid in full. 
10. Disclaimer. The Services may contain errors, bugs, and other problems that could cause unavailability or failure of the Services. In addition, the Services may not have any documentation and any documentation that is in existence may be inaccurate or incomplete. EXCEPT AS SET FORTH HEREIN, GENSCIENCE PROVIDES THE SERVICES, ANY RELATED DOCUMENTATION, AND ANY THIRD-PARTY DATA, STUDIES, REPORTS, ANALYSES OR OTHER INFORMATION MADE AVAILABLE OR ACCESSED THROUGH THE SERVICES TO SUBSCRIBER ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. GENSCIENCE MAKES NO WARRANTY REGARDING THE SERVICES, ANY RELATED DOCUMENTATION, THE USE OR OPERATION OF THE SERVICES, OR ANY THIRD-PARTY DATA, STUDIES, REPORTS, ANALYSES OR OTHER OR INFORMATION MADE AVAILABLE OR ACCESSED THROUGH THE SERVICES TO SUBSCRIBER, THE CONTENT OF ANY WEBSITES, OR MOBILE APPLICATIONS LINKED TO THE SERVICES, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, AND NON-INFRINGEMENT. Subscriber acknowledges and agrees that Query Tools are provided solely for use in connection with the Platform and the instructions Genscience provides, and Genscience makes no representations or warranties, and expressly disclaims all liability, with respect to Subscriber’s use of Query Tools in any other manner context.
11. Indemnification; Consequential Damages Waiver; Limitation of Liability.
1. Indemnification by Genscience. Genscience will defend Subscriber and Subscriber’s Personnel against any claim or suit asserted by a third party against Subscriber or Subscriber’s Personnel alleging that the Services, as and in the form provided by Genscience, infringes such third party’s valid, U.S. intellectual property rights, and Genscience will pay any non-appealable amounts finally awarded by a court of competent jurisdiction against Subscriber and Subscriber’s Personnel solely as a result of such claim or suit; provided, however, that Genscience shall have no obligations under this Section 11.1 if and to the extent any such claim or suit, or any resulting liabilities, losses, damages, costs, or other expenses, are based on: (a) Genscience’s compliance with any instructions, requests, or specifications provided by Subscriber; (b) the combination of the Services with any product, software, or service not provided by Genscience; (c) Subscriber or Subscriber’s Personnel’s continued use of the Services after Genscience has provided a new version or update to the Services that no longer infringes; (d) Subscriber’s or Subscriber’s Personnel’s misuse of the Services (including any use outside of the express scope of the licenses granted hereunder); or (e) any Third-Party Content made available on the Services (each of (a)-(e) hereof, an “Excluded Claim”). Genscience’s obligations under this Section 11.1 are conditioned on: (i) Subscriber promptly notifying Genscience in writing of the applicable claim or suit; (ii) Genscience being granted sole control of the defense and/or settlement thereof; and (iii) Subscriber furnishing to Genscience, on request, all relevant information available to Subscriber and reasonable cooperation for such defense. The obligations provided in this Section 11.1 shall be the sole obligation of Genscience and the exclusive remedy of Subscriber and Subscriber’s Personnel with respect to any infringement claims based on the Services. If Genscience believes that Subscriber is or may become prohibited from continued use of the Services by reason of an actual or anticipated infringement claim or suit then, at Genscience’s option, Genscience will use its reasonable efforts to: (1) obtain for Subscriber the right to continue to use the Services as permitted hereunder or (2) replace or modify the Services so that they are no longer subject to such claim or suit. If the options described in clauses (1) and (2) above are not reasonably available to Genscience, Genscience has the right not to provide any portion of the Services that are the subject matter of the claim or suit or the entirety of the Services and Subscriber’s license to the Services (whether whole or in part, as contemplated above) will immediately terminate.
2. Indemnification by Subscriber. The Subscriber shall be solely liable for, and shall indemnify, defend and hold harmless Genscience and its affiliates, and each of their respective directors, managers, employees, subcontractors, agents and advisors, and its and their successors and assigns, from and against, any and all liability, damage, loss, cost or expenses (including reasonable attorneys’ fees) resulting from any claim or suit arising out of or related to (a) any use (except to the extent Genscience is obligated to indemnify Subscriber as provided in Section 11.1) or misuse of the Services by Subscriber or Subscriber’s Personnel; (b) breach of the Agreement by Subscriber or Subscriber’s Personnel; (c) any Excluded Claim; or (d) Subscriber’s lack of sufficient rights to access or receive a third party’s features or Third-Party Content on the Services.
3. Consequential Damages Waiver; Limitation of Liability. IN NO EVENT WILL GENSCIENCE BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR: (A) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS OR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER INCURRED, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF GENSCIENCE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE BY SUBSCRIBER OR SUBSCRIBER’S PERSONNEL; OR (B) DIRECT DAMAGES OF MORE THAN THE AGGREGATE AMOUNTS PAID TO GENSCIENCE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
12. Term and Termination.
1. Term. The Agreement shall commence on the date specified in the Service Order and terminate on the date specified in the Service Order (“Initial Term”) unless otherwise terminated in accordance with this Section 12. After the Initial Term (or any renewal term), the Agreement will automatically renew for additional successive one (1) year periods or the period specified in the Service Order unless either Genscience or Subscriber cancels the Agreement at least sixty (60) days prior to the expiration of the then-current term (the initial term and all renewal terms are collectively referred to herein as the “Term”).  Genscience reserves the right to change all License Fees for any renewal term, provided that Genscience will provide Subscriber notice of any increase in the License Fees at least sixty (60) days prior to expiration of the then current term.  
2. Termination: The Agreement or any Service Order may be terminated in the following manner: (a) by Genscience for convenience upon not less than thirty (30) days prior written notice to the other Party; (b) by the non-breaching Party, upon twenty-four (24) hours prior written notice to the breaching Party (i) if one Party has materially breached the Agreement and such breach is incapable of cure, or (ii) if such breach is capable of cure, the breaching Party does not cure such breach within ten (10) days after receipt of written notice of such breach; (c) at any time upon the mutual written consent of the Parties hereto. In the event of termination, Genscience shall be entitled to payment for any period in which the Services has been provided and for expenses paid or incurred prior to the effective date of termination that have not been previously paid.  
3. Effect of Termination; Survival. Upon the expiration or termination of the Agreement for any reason: (a) the license granted pursuant to Section 2.1 shall immediately terminate; (b) Subscriber and Subscriber’s Personnel shall immediately cease all use of the Services and any materials, data, or information accessed through the Services; (c) Subscriber will pay Genscience all License Fees due as of the effective date of such termination or expiration; and (d) Sections 3.2, 4, 5, 7, 8, 9, 10, 11, 13 and this Section 12.3 shall survive the expiration or termination of the Agreement. Notwithstanding the foregoing, the termination or expiration of the Agreement will not relieve either Party of any liability or obligation that accrued prior to such termination or expiration. In addition, if the Agreement is terminated by Genscience due to Subscriber’s uncured material breach, then Subscriber will immediately pay to Genscience any and all amounts that would have been owed or otherwise payable to Genscience during the remaining term of the Agreement had it not been terminated early.
13.  General. 
1. Independent Contractor Status. The relationship of the Parties shall be that of independent contractors and not of employees or agents of the other Party. Neither Party is authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other Party or to bind the other Party in any manner.
2. Amendment; Waiver. Genscience reserves the right, at its sole discretion, to modify, add or remove portions of, and otherwise change the Agreement at any time. It is Subscriber’s responsibility to check periodically for changes. Any such changes will become binding on Subscriber at the time Subscriber’s subscription to the Services renews, and Subscriber has the right not to renew their subscription in accordance with Section 12.2. No failure to exercise, and no delay in exercising, any right, power, or privilege under the Agreement shall, in either case, operate as a waiver, nor shall any single exercise, any single failure to exercise, or a partial exercise of a right, power, or privilege hereunder, in any case, preclude the exercise of any other right, power, or privilege. No waiver of any right, power, or privilege hereunder shall be valid unless made in writing and signed by the waiving Party.
3. Severability. If any provision of the Agreement or the application of such provision to any person or circumstance shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of the Agreement or the application of such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.
4. Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the signature page(s) hereto or to such other address that may be designated from time to time in accordance with this Section 13.4.  All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid). Either Party may give Notice hereunder using any other means (including personal delivery, postal delivery, or electronic mail), but no such Notice or other communication shall be deemed duly given unless and until the Party for whom it is intended actually receives it. Any Party may change the address to which Notices and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth. Except as otherwise provided in the Agreement, a Notice is effective only (a) upon receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 13.4.  The address for a notice to Genscience is: Genscience LLC, 345 Park Avenue South, New York, NY 10010, Attention: Matt Nelson, with a copy to mnelson@genscience.com by electronic mail.
5. Captions and Headings. All captions and headings are for reference only and shall not be considered in interpreting or construing the Agreement.
6. Assignment; Subcontracting. The Agreement may not be assigned or delegated by Subscriber without the prior written approval of Genscience. Genscience may freely assign the Agreement. Genscience may subcontract any or all of its obligations under the Agreement without Subscriber’s consent, provided that Genscience will remain responsible for such subcontractor’s performance thereunder.
7. Successors and Assigns. The Agreement shall be binding upon, and inure to the benefit of, both Parties and their respective successors and permitted assigns. 
8. Injunctive Relief. Subscriber acknowledges that any breach of Section 3.2 of the Agreement by Subscriber will cause irreparable harm and significant injury to Genscience, the extent of which may be extremely difficult to ascertain. Accordingly, Subscriber agrees that Genscience will have, in addition to any other rights or remedies it may have available at law or in equity, the right to injunctive relief, without posting bond, to enjoin any actual or threatened breach or violation of such provision. 
9. Governing Law. THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT SUBSCRIBERR AND GENSCIENCE’S RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE BETWEEN SUBSCRIBER AND GENSCIENCE. The Agreement shall be governed by and construed in accordance with the laws of the state of New York, without reference to conflicts of law principles. The application of the United Nations Convention on the International Sale of Goods is specifically disclaimed. All claims arising out of or relating to the Agreement (including its formation, performance, and breach), the Parties’ relationship with each other and/or Subscriber’s use of the Services shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) on a confidential basis in accordance with the provisions of AAA’s Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of the Agreement, including, but not limited to any claim that all or any part of the Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. The arbitrator’s award shall be final and binding on the Parties and may be entered as a judgment in any court of competent jurisdiction, subject to review in accordance with applicable statutes governing arbitration awards. The interpretation and enforcement of the Agreement shall be governed by the Federal Arbitration Act. Notwithstanding the above, neither Party will be required to arbitrate a dispute relating to the misuse, misappropriation, or infringement of intellectual property rights, which dispute shall be brought in the federal and state courts in New York, USA, and each Party hereby consents to the jurisdiction and venue of such courts for such disputes. The Parties agree that all process directly to any of them in any such litigation may be served outside the State of New York with the same force and effect as if the service had been made within the State of New York. The Parties agree that any proceeding to resolve or litigate any dispute hereunder, whether in arbitration or in court, will be conducted solely on an individual basis, and neither Subscriber nor we will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which either Subscriber or Genscience acts or proposes to act in a representative capacity. The Parties further agree that no arbitration or proceeding will be joined, consolidated, or combined with another arbitration or proceeding without the prior written consent of all parties to such other arbitration or proceeding.
10. Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from events outside of the Party’s reasonable control (“Force Majeure Events”), including but not limited to: (a) acts of God; (b) flood, fire, earthquake, explosion, virus, epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law, rule, or regulation; (e) actions, embargoes, or blockades in effect on or after the date of the Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages, or slowdowns or other industrial disturbances; (i) interruption of utilities or shortage of adequate power or transportation facilities; and (j) any other similar Force Majeure Event. The affected Party shall resume performance under the Agreement as soon as reasonably practicable after the Force Majeure Event has been resolved or terminated.
11. Marketing, Demo, and Co-marketing. Genscience may use Subscriber’s name, logo, and trademarks, in printed, audio, and digital formats and on Genscience’s websites, for the purpose of advertising and marketing the Services, provided that no quotes or other attributions will be made to Subscriber without Subscriber’s consent. Subscriber and Genscience may publicly refer to the other Party as a licensor and a customer, respectively.
12. Delay; Omissions. No delay or omission by a Party in exercising any right under the Agreement shall operate as a waiver of that or any other right. A waiver or consent given by a Party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
13. Pronouns. Whenever the context may require, any pronouns used in the Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.