THIS BIOTURING STANDARD DATA AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AS AN INDIVIDUAL OR AN ENTITY) (“LICENSEE”) AND BIOTURING, INC. (“BIOTURING”). BioTuring and Licensee also may be referred to individually as a “Party” and collectively as the “Parties”.

1. LICENSEE RIGHTS: BioTuring hereby grants to Licensee, subject to the terms of this License, the non-exclusive right to utilize the standardized BioTuring Cell Type Annotations, standardized metadata, integrated count matrices of public datasets exported from BioTuring Browser and any reprocessed/reformatted DATA derived from these data (collectively the “DATA”)  outside BioTuring Browser for its own internal use only.

In addition, the terms and conditions of the signed quotation between BioTuring and Licensee will define:

  1. the number of datasets Licensee can access, 
  2. the period of time in which Licensee is granted access to the DATA, and 
  3. Whether BioTuring transfers the DATA to Licensee as a one-time delivery, or allows Licensee to export the DATA from BioTuring Browser by itself within the period of time specified in (b)

Licensee agrees that the DATA shall be maintained as confidential, shall be for its own internal use only and shall not be disclosed, sold, traded, copied, distributed, transferred, disposed of or otherwise made available to any other parties. 

Licensee may provide the DATA to a consultant for the preparation of an analysis or interpretation for Licensee; provided such consultant is not allowed to retain a copy of the DATA and agrees in writing to treat the DATA as confidential and to not commercialize the DATA to any extent. Such third parties shall not be allowed to independently work with the DATA, and must not be direct competitors to BioTuring or own similar products to that of BioTuring.

License must use all its reasonable efforts to monitor third parties’ handling of the DATA. Third parties shall have no right to own, copy, sell, trade, distribute, transfer, integrate the DATA to any platform, program, algorithms, etc.

Upon BioTuring request, Licensee shall provide BioTuring a full list of third parties working on the DATA and the scope of work of such third parties’ involvement, for the purpose of monitoring third parties’ data handling.

2.CONFIDENTIALITY NOTICE: Licensee can make copies of any DATA for the sole purpose of using such copies pursuant to the rights granted herein; provided that all such copies shall bear notice of the restricted use of the Data on the Data or its container.

3.OWNERSHIP OF DATA: Licensee agrees that the DATA is a valuable property right of Licensor and that Licensor shall continue to own the DATA, as well as any copyright, trade secret, or any other intellectual property right related to the DATA, and shall have the exclusive right to sell, trade, loan, copy, disclose, distribute, transfer, or otherwise make available the DATA to others, except as provided herein.

4.BREACH OF AGREEMENT: Any violation of any provision hereof, any incomplete or mistaken performance of any obligation provided hereunder, any misrepresentation made hereunder, any material nondisclosure or omission of any material fact, or any failure to perform any covenants provided hereunder by any Party shall constitute a breach of this Agreement. The breaching Party shall be liable for any such breach pursuant to the applicable laws.

If either Party directly incurs any costs or expenses or any other liabilities, or suffers any loss (including loss of profit) due to breach of this Agreement by the other Party, the breaching party shall indemnify the said Party against such costs, expenses, liabilities and losses, including any paid, payable or past interests.

5.LIMITATION OF LIABILITY:

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, EITHER PARTY MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY OTHER MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF ANY OF THE SOFTWARE, THEIR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA OR PROFITS OR OTHER ECONOMIC LOSS ARISING OUT OF ANY NON-CONFORMANCE OF ANY OF THE SOFTWARE WITH THE FOREGOING WARRANTIES.

6.TERMINATION: This Agreement may be terminated by either party in the event of a breach by the other party which is not cured following thirty (30) days written notice from the non-breaching party. Any termination of this Agreement shall not limit the rights of the non-breaching party to seek and recover damages incurred by that party as a result of such breach.

7.CHOICE OF LAW: This Agreement shall be interpreted and construed in accordance with the laws of the State of California.