This Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. This Software is licensed, not sold.

End User License Agreement

This End User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and PetaGene Ltd (trading as cunoFS) with regard to the copyrighted Software (herein referred to as “Software”) provided with this EULA. The Software includes software, the associated media, any printed materials, and any online or electronic documentation. Use of any Software provided to you by PetaGene Ltd or its representative (“the Software Supplier”) in whatever form or media, will constitute your acceptance of these terms and conditions (the “Terms and Conditions”), unless separate terms are provided by the Software Supplier, in which case certain additional or different terms may apply. If you do not agree with the terms of this EULA, do not download, install, copy or use the Software. By installing, copying or otherwise using the Software or any portion thereof, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, PetaGene Ltd is not willing to license the Software to you.

1. Eligible Licensees. This Software is available for license solely to Software users who own a valid license obtained from PetaGene Ltd or its representatives, with no right of further distribution, licensing, or sub-licensing. IF YOU DO NOT OWN A VALID LICENSE FOR THE SOFTWARE, THEN DO NOT INSTALL (UNLESS YOU HAVE BEEN INFORMED THAT INSTALLING IT WILL RESULT IN THE GRANTING OF A LICENSE), COPY OR USE THE SOFTWARE.

2. License Grant. (a) PetaGene Ltd grants you a personal, non-exclusive, non-transferable, limited right and license (without the right to sub-license) to reproduce, install, execute, and use the Software for your Personal Use (without fees), Educational Small-Scale Use (without fees), Evaluation (without fees), or Professional or Enterprise Use (with fees) for the purpose of processing your data for your normal business purposes, in accordance with the restrictions herein and in accordance with the restrictions of any separate terms that might have been provided by the Software Supplier. “Personal Use” is non-commercial use solely by the person to whom the Software has been provided by PetaGene Ltd or its representative, and is subject to Fair Use Limits. “Educational Small-Scale Use” is any use by researchers in an academic institution (colleges and universities) as part of a funded research project with a total budget of less than US$1 million, and is subject to Fair Use Limits. “Evaluation” means testing the Software for up to fourteen (14) days in the case of unregistered use, or thirty (30) days in the case of registered use; after expiry of that term, you are no longer permitted to use the Software. “Professional or Enterprise Use” is subject to payment of fees and to an expiry date but is not subject to Fair Use Limits. Personal Use and/or Educational Small-Scale Use expressly exclude any use of the Software for commercial purposes or to operate, run, or act on behalf of or for the benefit of a business, organization, governmental organization, or educational institution. (b) You may not use the Software in any manner that could damage, disable, overburden, or impair the Software (or servers or networks connected to the Software), nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Software (or servers or networks connected to the Software). (c) You agree that you are solely responsible for (and that PetaGene Ltd has no responsibility to you or to any third party for) your use of the Software, any breach of your obligations under the Terms and Conditions, and for the consequences (including any loss or damage which PetaGene Ltd may suffer) of any such breach.

3. Fair Use Limits. “Fair Use Limits”, which apply to Personal Use licenses and Education Small-Scale Use licenses starting fourteen (14) days after the issuance of the license, include that the Software is (i) for use on up to five (5) concurrent nodes, where each node comprises an operating system running on either a physical or virtual machine, (ii) for use with object storage located in the public non-gov cloud, or with non-commercial on-premise object storage, and without the use of IAM roles, server side encryption, fusion, or S3 transfer acceleration, (iii) for use with total object storage of up to 100 TB in aggregate, and (iv) without ACL support. This list of what constitutes the Fair Use Limits may be determined or altered by PetaGene Ltd at its discretion from time to time without additional notice to you.

4. Proprietary Rights. You acknowledge that (a) the Software contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) PetaGene Ltd and/or third parties own all right, title and interest in and to the Software and content, excluding content provided by you, that may be presented or accessed through the Software, including without limitation all Intellectual Property Rights therein and thereto. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software or content that may be presented or accessed through the Software for any purpose, unless otherwise permitted, (ii) take any action to circumvent or defeat the security provided, deployed or enforced by any functionality contained in the Software, (iii) use the Software to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter PetaGene Ltd’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software, including cunoFS mentions or logos.

5. Permissible collection of data by PetaGene Ltd. At the time of launch of the Software, when the Software checks for whether a software update is available, PetaGene Ltd is allowed to collect the IP address of the client node or a proxy, kernel version, OS distribution and architecture. In the case of unregistered use of the Software, during installation PetaGene Ltd is additionally allowed to collect the amount of RAM and number of cores or vCPUs, and the cloud account number.

6. Disclaimer of Warranties for free licenses. For those licenses for which there are no fees, the Software is provided “AS IS” without warranty of any kind. For such free licenses, PetaGene Ltd and its suppliers disclaim and make no express or implied warranties and specifically disclaim the warranties of merchantability, fitness for a particular purpose and non-infringement of third-party rights. For such free licenses (a) the entire risk as to the quality and performance of the Software is with you, (b) neither PetaGene Ltd nor its suppliers warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted, secure or error-free, and (c) PetaGene Ltd is not obligated to provide any updates to the Software.

7. Warranty for licenses with fees. For those licenses for which there are fees, PetaGene Ltd warrants that the Software will conform in all material respects to the specification provided to you by PetaGene Ltd or its representative for a period of 90 days from the date of this license (Warranty Period). If, within the Warranty Period, you notify PetaGene Ltd in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the specification, and such defect or fault does not result from you, or anyone acting with your authority, having amended the Software or used it outside the terms of this license for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided to you by PetaGene Ltd or its representative, or it has not been loaded onto PetaGene Ltd-specified or suitably configured equipment, PetaGene Ltd shall, at its option (a) repair the Software; (b) replace the Software; or (c) terminate this license immediately by notice in writing to you and refund any of the sums paid by you as at the date of termination (less a reasonable sum in respect of your use of the Software prior to the date of termination) on return of the Software and all copies thereof, provided that you provide all the information that may be necessary to assist PetaGene Ltd in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable PetaGene Ltd to re-create the defect or fault. PetaGene Ltd does not warrant that the Software is fit for purpose nor that use of the Software will be uninterrupted or error-free. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

8. Limitation of Liability. You expressly understand and agree that PetaGene Ltd, its subsidiaries and affiliates, and its licensors are not liable to you under any theory of liability for any indirect, incidental, special, consequential or exemplary damages that may be incurred by you through your use of the Software, including any loss of data or damage to your device, whether or not PetaGene Ltd or its representatives have been advised of or should have been aware of the possibility of any such losses arising. Save to the extent that its liability may not be limited or excluded by law, PetaGene Ltd’s liability under and in connection with this EULA shall not exceed a sum equal to the total amount paid by you under this license in the twelve months preceding any claim. In states/countries that do not allow the exclusion of liability for consequential or incidental damages, you agree that the entire liability of PetaGene Ltd and your exclusive remedy under this EULA shall not exceed the minimum liability as permitted by applicable law.

9. Intellectual Property Indemnity for licenses with fees. For those licenses for which there are fees, PetaGene Ltd shall defend you or, at its option, settle any claim or action brought against you alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this license infringes the intellectual property rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses awarded against you as a result of or in connection with any such Claim provided that this indemnity shall not apply where the Claim is attributable to possession or use of the Software (or any part thereof) by you other than in accordance with the terms of this license, use of the Software in combination with any hardware or software not supplied or specified by PetaGene Ltd or its representative if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software. Your rights to indemnification are conditional upon you (a) giving to PetaGene Ltd as soon as reasonably practicable, written notice of the Claim, specifying the nature of the Claim in reasonable detail; (b) not making any admission of liability, agreement or compromise in relation to the Claim without Petagene Ltd’s prior written consent; (c) giving Petagene Ltd and its professional advisers reasonable support and assistance in relation to the Claim. If any Claim is made, or in PetaGene Ltd’s reasonable opinion is likely to be made, against you, it may at its sole option and expense: (a) procure for you the right to continue to use the Software (or any part thereof) in accordance with the terms of this licence; (b) modify the Software so that it ceases to be infringing; (c) replace the Software with non-infringing software; or (d) terminate this licence by reasonable notice in writing and refund any of the sums paid by you as at the date of termination (less a reasonable sum in respect of your use of the Software to the date of termination) on return of the Software and all copies thereof. This clause 9 constitutes your exclusive remedy and PetaGene Ltd’s only liability in respect of Claims.

10. Upgrades. If the Software is an upgrade from an earlier release or previously released version, you now may use that upgraded product only in accordance with this EULA. If the Software is an upgrade of a software program which you licensed as a single product, the Software may be used only as part of that single product package and may not be separated for use on more than one computer or device.

11. OPEN SOURCE SOFTWARE. Any OPEN SOURCE SOFTWARE that may be accompanying the Software or incorporated in the Software is provided to you under the terms of the open source license agreement or copyright notice accompanying such OPEN SOURCE SOFTWARE or in the open source licenses file accompanying the Software or otherwise drawn to your attention by PetaGene Ltd. As used herein “OPEN SOURCE SOFTWARE” is open source software components provided with or incorporated in the Software that are licensed to you under the terms of the applicable license agreements included with such OPEN SOURCE SOFTWARE components or other materials for the Software. This EULA does not apply to the OPEN SOURCE SOFTWARE accompanying the Software or incorporated in the Software and PetaGene Ltd hereby disclaims any and all liability to you or any third party related thereto.

12. Confidentiality. Each of Petagene Ltd and you agree to keep confidential any information of a confidential nature (including trade secrets and information of commercial value) which may become known to it from the other party.

13. Indemnification By You. If you distribute the Software in violation of this Agreement, you agree to indemnify, hold harmless and defend PetaGene Ltd and its suppliers from and against any claims or lawsuits, including attorney’s fees that arise or result from the use or distribution of the Software in violation of this Agreement.

14. Export Controls. The Software may be subject to export controls or restrictions by the United States, the United Kingdom or other countries or territories. You agree to comply with all applicable U.S., U.K. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.

15. Termination. This EULA will be effective upon your download or installation of the Software and will be terminated automatically by you upon the earlier of: (a) your failure to comply with any term of this EULA; (b) the expiry date of any license key that you have purchased or have been provided with by the Software Supplier; (c) in the case of an Evaluation, fourteen (14) days from the date of installation of the Software if unregistered and thirty (30) days from the date of installation of the Software if registered; provided that in each case if you purchase or properly acquire a license key before expiry, there will be no expiry under sub-clause (b) or (c). If this EULA is terminated for any reason, you must cease all use of the Software and destroy all copies of the Software in your possession. If PetaGene Ltd does not take action to inform you of the termination of this EULA after you fail to comply with any of the terms of this EULA, such failure to act does not imply that the termination has not occurred or that PetaGene Ltd has waived any of the rights reserved by PetaGene Ltd under this and other provisions.

16. Third-party Beneficiaries. Use of the Software may also be subject to the terms of use of other third parties. You acknowledge that third party application marketplaces may be third-party beneficiaries of this EULA and upon your acceptance of this EULA such stores or marketplaces may have the right to enforce this EULA against you as a third party beneficiary. You further acknowledge and agree that such parties are not parties to this EULA other than as third party beneficiaries and are not responsible for providing maintenance and support services with respect to the Software.

17. U.S. Government Restricted Rights. The Software, related materials and documentation have been developed entirely with private funds. If the user of the Software is an agency, department, employee, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, including technical data or manuals, is restricted by the terms, conditions and covenants contained in these Terms and Conditions. In accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies, use of the Software is further restricted by this EULA.

18. Trademarks. Certain of the product and service names used in this EULA and the Software may constitute trademarks of PetaGene Ltd or third parties. You are not authorised to use any such trademarks. All trademarks are the property of their respective owners.

19. Miscellaneous. (a) These Terms and Conditions constitute the entire Agreement between you and PetaGene Ltd relating to the Software and govern your use of the Software and completely replace any prior or contemporaneous agreements between you and PetaGene Ltd regarding the Software other than a Software License Agreement that has been signed by both parties or separate or additional terms which have been provided to you by the Software Supplier as a condition of you downloading the Software or a license key. (b) The failure of PetaGene Ltd to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision, which will still be available to PetaGene Ltd. (c) If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms and Conditions is invalid, then that provision will be removed from the Terms and Conditions without affecting the rest of the Terms and Conditions. The remaining provisions of these Terms and Conditions will continue to be valid and enforceable. (d) PetaGene Ltd may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under these Terms and Conditions. You shall not sub-license, assign or novate the benefit or burden of these Terms and Conditions in whole or in part without the prior written consent of Petagene Ltd. (e) These Terms and Conditions and your relationship with PetaGene Ltd under these Terms and Conditions will be governed by the laws of England and Wales without regard to its conflict of laws provisions. You and PetaGene Ltd agree to submit to the exclusive jurisdiction of the courts located within England and Wales to resolve any legal matter arising from these Terms and Conditions. Notwithstanding this, you agree that PetaGene Ltd will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) or to enforce any judgement of the English court in any jurisdiction.

PetaGene Ltd t/a cunoFS
ideaSpace, Hauser Forum
3 Charles Babbage Rd,
Cambridge CB3 0GT,
United Kingdom