AceCloud End User License Agreement End User License Agreement This Software License Agreement ("this Agreement") is made between Acellera Ltd, Devonshire House, 582 Honeypot Lane, Stanmore, HA7 1JS, UK ("Licensor") and the Licensee described in the Schedule. This Agreement is made up of the Schedule below and the attached Terms and Conditions. Schedule AceCloud Server provided as virtual machine image (AMI) on Amazon Web Services ACEMD provided as part of the AceCloud Server virtual machine image AceCloud Client software obtained from the AceCloud Server virtual machine image or from the Acellera website Terms and Conditions Grant of License Licensor grants to the Licensee a non-exclusive, non-transferable license (without the right to sub-license) to use the Software and to possess and refer to the Documentation subject to the terms and conditions of this Agreement. The Licensee shall use the Software and the Documentation solely for internal purposes. The Licensee shall not use the Software or the Documentation on behalf of or for the benefit of any third party in any way whatsoever. The Licensee may make copies of the Software for backup purposes provided that no more than 2 copies made by the Licensee will be in existence at any one time. Usage Fees The Licensee shall pay fees for use of the AMI in accordance with the schedule published on the Amazon Marketplace webpage for the AceCloud product. The Licensor may change the applicable fees and fee structure from time to time. Licensee's Obligations The Licensee shall: supervise and control use of the Software in accordance with the terms of this Agreement include the copyright notice of the Licensor on all whole or partial copies in any form of the Software. The Licensee shall not other than as permitted by this Agreement or by law, copy, reproduce, translate, adapt, decompile, modify, reverse engineer or disassemble the Software. When disclosing simulation results to the public (in any form), acknowledge the software, via a reference (written or oral, depending on the media) to Acellera Ltd website (http://www.acellera.com/). Report exclusively to Acellera Ltd any technical issue or problem, which may arise using the software without disclosing it to the public in any form written or oral. Liability The Licensor does not warrant use of the Software will be uninterrupted or error free. The Licensor shall not be liable to the Licensee, in contract in tort or otherwise, for any incidental or consequential loss including (without limitation) any loss of profit, business, revenue, goodwill or anticipated savings or for any special, exemplary or consequential damages including death. Intellectual Property Right The Software and copyright and other intellectual property rights in the Software shall remain the property of the Licensor. Confidentiality Each party agrees to keep confidential all information obtained from the other both pursuant to this Agreement and prior to and in contemplation of it and all other information that it may acquire from the other in the course of this Agreement, to respect the other's proprietary rights therein, to use the same exclusively for the purposes of or as contemplated by this Agreement, and to disclose the same only to those of its employees and sub-contractors pursuant to this Agreement (if any) to whom and to the extent that such disclosure is reasonably necessary for the purposes of this Agreement. Clause 6.1 shall not apply to information which: is trivial or obvious; or prior to receipt thereof from one party was in the possession of the other and at its free disposal; or is subsequently disclosed to the recipient party without any obligations of confidence by a third party who has not derived it directly or indirectly from the other party; or is or becomes generally available to the public through no act or default of the recipient party Each party shall procure that all its employees and sub-contractors pursuant to this Agreement (if any) who have access to any information of the other to which Clause 6.1 applies shall be made aware of and subject to these obligations. The Licensee shall keep the Software and Documentation and any part thereof confidential on and subject to the terms of this Clause 8, and shall not disclose them or make them available to any third party without the prior written consent of the Licensor, subject to Clause 1.5. Both parties can disclose freely the existence of this license agreement between the parties. The parties' obligations under this Clause shall survive termination of this Agreement. Termination The Agreement shall be deemed to be terminated if the Licensee violates any term of Clauses 3 or 6. Upon termination, the Licensee should delete all copies of the Licensed software. The Licensor may withdraw the product from availability with no notice to the Licensee. Termination of this Agreement shall be in addition to and not a waiver of any remedy available to the Licensor arising from the Licensee's breach of this Agreement. Refunds The Licensor will provide no refunds of any fees incurred by the Licensee's use of the software In accepting this Agreement the Licensee acknowledges that the use of Amazon Spot Instances carries the risk that instances of the server may be terminated without warning. No refunds will be provided for work lost as a result of this pre-emption. Assignment The Licensee shall not assign, sub-license or otherwise transfer any of the rights or obligations under this Agreement without the prior written consent of the Licensor. The Licensor shall be entitled without the prior written consent of the Licensee to assign, sub-contract or otherwise transfer its rights and obligations under this Agreement. General This Agreement shall be governed by and construed in accordance with the laws of England. All disputes arising in connection with this Agreement shall be subject to the non-exclusive jurisdiction of the English courts. Neither party shall be in breach of this Agreement if there is any total or partial failure of performance by it of its duties and obligations under this Agreement which is due to causes beyond its reasonable control provided that the party affected by such causes gives notice in writing to the other party at the commencement and cessation of these causes. Any notice or other communication required or permitted under this Agreement shall be given in writing to the address of the recipient as notified from time to time and will be deemed to have been served when; delivered personally; if properly addressed and posted by prepaid first class or air mail; if sent by facsimile upon being sent if acknowledged to have been received in full and without error. This Agreement contains the entire agreement between the Licensor and the Licensee relating to the licensing of the Software and save in the case of fraud supersedes all prior oral or written understanding, arrangements, representations or agreements between them relating to the subject matter of this Agreement. No amendment, variation or discharge of this Agreement is valid unless accepted in writing by both parties. The failure of either party to exercise or enforce any rights under this Agreement shall not amount to a waiver of those rights. The illegality or invalidity of any part of this Agreement shall not affect the legality or validity of the remainder of the Agreement.