Terms of Use

Welcome to the Cancer Genomics Cloud! By using this website and its subdomains (the "Website"), and all related tools and services, including any third-party analysis tools we make available to you from time to time, (collectively, the Website and all such tools and services, the "Services") you indicate your unconditional acceptance of the following Terms of Use. Throughout these Terms of Service, “you” or “your” refers to you as the user accessing or using any of the Services, or if you are using the Services on behalf of an entity such as your employer, “you” or “yours” refers to that entity. You represent and warrant that you have the legal right and capacity to enter into these Terms of Service in your jurisdiction, and if you are using the Services on behalf of an entity, you represent and warrant that you are authorized to agree to these Terms of Service on the entity’s behalf. “Seven Bridges”, “we”, “us”, or “our” shall refer to Seven Bridges Genomics Inc. You agree to all of the terms of these Terms of Use. Please read these Terms of Use carefully, as they may have changed since your last visit. We reserve the right to change these Terms of Use from time to time for any reason, which shall be effected by posting of the updated Terms of Use on the Website; provided that such changes shall only apply after such posting. These Terms of Use apply to all the services and features available on the Website unless otherwise expressly indicated herein or on the Website.

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND SEVEN BRIDGES (AS DEFINED BELOW). FURTHER, THESE TERMS OF USE CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND SEVEN BRIDGES ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 17 "AGREEMENT TO ARBITRATE").

1. SCOPE OF SERVICE.
a. Services, Cancer Genomics Cloud and Analysis Tools. Seven Bridges Genomics Inc. ("Seven Bridges" "our" or "we") maintains the Website, and provides Services, as a service to the User community that visits the Website, subject to these Terms of Use. The available Services include a platform (the "Cancer Genomics Cloud") to help the Users process biomedical data through analysis pipelines comprised of custom and third-party tools made available through the Website from time to time ("Analysis Tools").

b. Limitations. You are responsible for obtaining any equipment and Internet service necessary to access the Services, including without limitation the Cancer Genomics Cloud, and for paying any Usage Fees for the Services. We may alter, suspend, or discontinue this Website and/or our Services, in whole or in part, at any time and for any reason, without notice. We may restrict access to portions of our Services, including without limitation the Cancer Genomics Cloud, for some or all users, from time to time. The Website and/or Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

2. REGISTRATION AND RESPONSIBILITY OF USERS.
a. Registration. In order to use the Services, we ask you to complete a registration form, choose a username, provide an email address, and create a password ("Login Credentials"). During any such registration, you are required to give truthful contact information (such as email address) in accordance with these Terms of Use. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials. All information that you provide to Seven Bridges is subject to the Privacy and Security Policy. You are responsible for keeping your registration information up to date through your Account Settings page.

b. Restrictions on Use. You shall not, and shall not permit any person or entity to: (i) use the Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter or make derivative works of the Services; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Services or any software component of the Services or the Analysis Tools, except to the extent permitted by any separate terms of use applicable to such Analysis Tools as may be provided by Seven Bridges from time to time; (iv) use, or allow the use of, the Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations; (v) introduce in or to the Services any virus or implement a denial of service attack or introduce or implement any other code or routine which results in disruption or damage to the Services; (vi) alter, damage or delete any data or retrieve or record information about the Services or its uses other than any information related to your use; and (vii) act in a fraudulent, tortious, malicious, or negligent manner when using the Services. You will promptly notify Seven Bridges of any complaints or objections to use of the Services by you or your users made by a third party.

3. DATA AND CONTENT RIGHTS AND OBLIGATIONS.
a. Submitted Data. You may submit data to Seven Bridges from time to time during the Term ("Submitted Data"); provided that such Submitted Data shall only be provided to Seven Bridges and the Cancer Genomics Cloud in compliance with applicable law and regulation and where you comply with applicable law and regulation and your rights in such Submitted Data. All Submitted Data of UK and EU citizens is subject to Seven Bridges’ Data Protection Addendum (DPA), found here and incorporated herein and made part of these Terms of Use. You shall submit such Submitted Data in the format(s) that are accepted and can be processed by the Analysis Tools through which the Submitted Data is to be processed.

b. Other User Content. The Cancer Genomics Cloud may permit you to provide other data, additional tools, pipelines and other content (collectively, "Other User Content"), for use by (i) you and/or (ii) if selected by you on or after submission of such Other User Content to the Cancer Genomics Cloud, by one or more users of the Cancer Genomics Cloud. You hereby grant to Seven Bridges a perpetual, royalty-free, worldwide, non-exclusive license to use, copy, modify and distribute such Other User Content for this purpose. All such Other User Content is provided by you "AS IS", except that you covenant that you will deliver only Other User Content for which you have the right to grant the rights set forth in this Section 3(b). Seven Bridges covenants that it will provide the Other User Content only to recipients who have agreed to limitations on warranties and liability consistent with the provisions of these Terms of Use applicable to the Analysis Tools.

c. Your Content Generally. You are solely responsible for any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, "User Content") that you submit, use, display or share on or via the Service, whether Submitted Data, Other User Content or other content. You must not submit, upload, post, display or share any User Content that you do not have the right to copy, use or share for the purpose of your use of the Services. If you choose to provide information or User Content, you agree that you will provide accurate, complete, and up to date information as requested on the screens that collect information from you.

d. User Representations. You represent and warrant that: (i) you own the User Content submitted and used by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Use; (ii) the submission and use of your User Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you submit or use on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction.

e. Monitoring. We have the right, but not the obligation, to monitor User Content submitted to our Services, to determine compliance with these Terms of Use and any other applicable rules that we may establish. We have the right in our sole discretion to edit or remove any material submitted to or posted through our Services. Without limiting the foregoing, we have the right to remove any material that Seven Bridges, in its sole discretion, finds to be in violation of these Terms of Use or otherwise objectionable, and you are solely responsible for the User Content that you post to our Services.

f. Required Disclosures. You acknowledge and agree that Seven Bridges may store and/or preserve User Content and may also disclose User Content and/or other information provided by you if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of these Terms of Use; (c) respond to claims that any User Content violates the rights of third-parties in accordance with these Terms of Use; (d) protect the rights, property, or personal safety of Seven Bridges, its representatives and/or agents, its users or the public; (e) and/or as needed to meet our contractual obligations to all relevant funding entities.

g. You acknowledge and agree that storage of data on the Cancer Genomics Cloud may be subject to payment of Usage Fees, and that Seven Bridges may delete your data if applicable Usage Fees are not paid in a timely manner in accordance with Section 8 of these Terms of Use.

4. INTELLECTUAL PROPERTY; RESTRICTED LICENSE.

a. Ownership of the Cancer Genomics Cloud. You acknowledge that the structure, organization, and code used in conjunction with the Services, including without limitation the Cancer Genomics Cloud, and all content available via the Services ("Seven Bridges Content") are proprietary to Seven Bridges and/or Seven Bridges' partners and suppliers, and that Seven Bridges and/or its partners and suppliers retain exclusive ownership of the Services and Cancer Genomics Cloud, documentation, and any other intellectual property rights relating thereto, including all modifications, enhancements, derivatives, and other software and materials relating to the Cancer Genomics Cloud, and all copies thereof whether pre-existing or developed in connection with these Terms of Use. You shall not sell, transfer, publish, disclose, display or otherwise make available the Services including any modifications, enhancements, derivatives, and other software and materials provided hereunder by Seven Bridges or copies thereof to others in violation of this Agreement. Except as otherwise expressly permitted hereunder, you agree not to copy or otherwise reproduce the Services including any modifications, enhancements, derivatives, and other materials developed or provided hereunder by Seven Bridges, in whole or in part. You shall not remove any proprietary, copyright, trademark, or service mark legend from any Services including any modifications, enhancements, derivatives, and other materials provided by Seven Bridges. You agree to make all necessary and reasonable efforts to comply with the above provisions in the same manner which you take to secure and protect you own intellectual property rights, but no less than reasonable care, in order to maintain Seven Bridges' rights therein.

b. Proprietary Markings. You shall not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Seven Bridges Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Seven Bridges Content. Nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or Seven Bridges Content or trademarks, through the use of framing or otherwise, except: (i) as expressly permitted by these Terms of Use; or (ii) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on our Services. The Seven Bridges Content may contain errors, defects or inaccuracies. Seven Bridges reserves the right to make changes to the Seven Bridges Content without obligation to issue any notice of such changes.

c. Trademarks. The service marks and trademarks of Seven Bridges, including without limitation "Seven Bridges" and the CGC and Seven Bridges logos, are service marks owned by Seven Bridges Genomics Inc. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

d. Use of Seven Bridges Content. You may view, copy, download, and print Seven Bridges content that is made available to you on our Website or through our Services, subject to the following conditions:

(i) You shall not have the right to copy, download or print any of the Cancer Genomics Cloud or Analysis Tools unless explicitly permitted by Seven Bridges.

(ii) You may only use the Seven Bridges Content for your personal research purposes (or the research purposes of your employer) in compliance with all laws and regulations that apply to you. You may not resell or use the Services to provide services to any third party, unless otherwise explicitly agreed by us in writing. You may not reproduce or transmit any part of our Services or its Seven Bridges Content in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.

(iii) You may not modify, alter, or prepare derivative works based on the Seven Bridges Content, or distribute copies of or publicly perform or display the Seven Bridges Content, including without limitation by posting the Seven Bridges Content on any network computer or distributing the Seven Bridges Content on or in any media, without the prior written consent of Seven Bridges.

e. No Other Rights. Nothing contained within our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Seven Bridges Content displayed on our Services, except: (a) as expressly permitted by these Terms of Use; or (b) with Seven Bridges' prior written permission or the permission of the third party that owns the trademark or copyright of the Seven Bridges Content displayed on our Services.

f. Suggestions. You may provide Seven Bridges with suggestions for improvements, modifications or enhancements to the Services from time to time in connection with the Services ("Suggestions"). All such Suggestions are provided "AS IS." You hereby grant to Seven Bridges a non-exclusive, royalty-free, perpetual, irrevocable license under all Suggestions and all intellectual property rights therein, to copy, use and modify such Suggestions and to make, have made, use, import, offer to sell and sell products and services incorporating such Suggestions.

5. COPYRIGHT INFRINGEMENT: NOTICE AND TAKE DOWN PROCEDURES

a. Procedures. Seven Bridges accepts notices of copyright infringement filed in accordance with the requirements of the Digital Millennium Copyright Act ("DMCA"). If you believe that any content on our Services infringes your copyright, you may request that such content be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information:

i. identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work;

ii. identification of the content that you believe to be infringing and its location, including a description of the content, and its Website location or other pertinent information that will help Seven Bridges to locate such content;

iii. your name, address, telephone number and email address;

iv. a statement that you have a good faith belief that the complained of use of the material is not authorized by the copyright owner, its agent, or the law;

v. a statement that the information in your claim is accurate; and

vi. a statement that "under penalty of perjury," You declare that You are the lawful copyright owner or are authorized to act on the owner's behalf.

b. Copyright Agent. Seven Bridges' agent for receipt of the copyright notices contemplated under clause (a) above is: copyright@sbgenomics.com. In an effort to protect the rights of copyright owners, Seven Bridges maintains a policy for the termination, in appropriate circumstances, of users of our Services who are repeat infringers.

6. ANALYSIS TOOLS; THIRD PARTY LINKS.

a. Analysis Tools. We currently make available Analysis Tools through our Services. Each such Analysis Tool is provided "AS IS" except for any third party warranties or other contractual commitments set forth separately via the Website specifically with respect to such Analysis Tools. Analysis Tools may be subject to additional end user license agreement terms made available on our Website from time to time (each, a "EULA"). We may provide certain information or descriptions about Analysis Tools or other third party products or services (collectively "Product Descriptions") that we prepare or that we obtain from independent third parties, such as from third party vendors. We do not warrant that Product Descriptions or any prices that are referenced are accurate, complete, reliable, current, or error-free. You agree that Seven Bridges is not liable in any way for the accuracy, completeness, timeliness or correct sequencing of the Product Descriptions or other Seven Bridges Content, or for any decision made or action taken by you relying upon the Product Descriptions or other Seven Bridges Content.

b. Third Party Links. Our Services may provide you with the ability to link to external sites, or download content from third party sites, from time to time. Such external links on our Services will lead to other websites, including advertised products or content sold or otherwise made available by outside vendors and companies. We provide any such links as a convenience to you. We are not liable for the content, goods, services, advertising, or other materials found on any external websites. Although we may display ads and may have an affiliate referral relationship with third parties, we do not own or control outside companies selling products accessed through our Services, and are not responsible or liable for their company policies or the quality of their merchandise or services. Before buying anything, users are advised to carefully investigate the individual company policies of all online purchases that they intend to make. Any logo of a third party used on the Website is a trademark of such third party or its affiliates.

c. No Endorsement. In no event shall any reference to any third party or third party product, content or service be construed as an approval or endorsement by Seven Bridges of that third party or of any product, content or service provided by a third party. Likewise, a link (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) to any third party website does not imply that we endorse or accept any responsibility for the content or use of such a website.

7. PROHIBITED CONDUCT.

a. Standards of Conduct. By accessing our Services or any forum accessible via our Services, or other service provided through our Services, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person to use our Services or any related chat room or online discussion forum to:

(i) Transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Seven Bridges.

(ii) Submit User Content you know is false, misleading, untruthful, or inaccurate.

(iii) Engage in commercial activities on our Services or using our Services without Seven Bridges' prior approval.

(iv) Use a name or language that Seven Bridges, in its sole discretion, deems offensive.

(v) Utilize any automated means, including without limitation web spidering, to obtain content from this Website.

(vi) Post defamatory statements or hateful or racially or ethnically objectionable User Content.

(vii) Post User Content which infringes another's copyright, trademark or trade secret.

(viii) Post unsolicited advertising or unlawfully promote products or services.

(ix) Harass, threaten or intentionally embarrass or cause distress to another person or entity.

(x) Impersonate another person.

(xi) Promote, solicit, or participate in any multi-level marketing or pyramid schemes.

(xii) Exploit children under 18 years of age.

(xiii) Engage in disruptive activity such as sending multiple messages in an effort to monopolize any forum made available through the Services.

(xiv) Introduce viruses, worms, Trojan horses and/or harmful code to the Website.

(xv) Obtain unauthorized access to any computer system through the Website.

(xvi) Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent's consent in the case of a child under 13 years of age).

(xvii) Solicit personal information from children under 13 years of age.

(xviii) Violate any federal, state, local, or international law or regulation.

(xix) Encourage conduct that would constitute a criminal or civil offense.

b. Consequences of Breach. Seven Bridges may terminate a User's access to the Services if Seven Bridges reasonably believes that such individual is in breach of system security or is otherwise misusing or abusing the Services or access to the Cancer Genomics Cloud. Seven Bridges reserves the right to suspend or terminate any part or portion of the Services if it reasonably believes that you are misusing or abusing such Services or are otherwise in breach of these Terms of Use. Nothing in this Section 7 imposes on Seven Bridges an obligation to supervise or monitor use of the Services nor does this Section 7 limit Seven Bridges' remedies for your breach of these Terms of Use.

8. PAYMENTS.

a. Fees. We may charge you Usage Fees for use of certain components of the Service. If you purchase any Services that require payment of a Usage Fee, you agree to pay Seven Bridges directly or via its third party payment processing service provider. You agree to pay the applicable Usage Fees for such Services as they become due plus all related taxes. You also agree to pay Usage Fees that may accrue after termination, where Submitted Data remains hosted on the Cancer Genomics Cloud, and any costs or fees arising from transitioning Submitted Data to a third party or deleting it upon termination.

b. Payment. You agree that Seven Bridges may charge your payment method for any services or products you purchase and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your account associated with your Login Credentials. Seven Bridges may require advance payment for some or all of the Services and may impose technical limitations which limit incurrence of fees beyond pre-paid amounts; provided that Seven Bridges is not obligated to implement such limitations. Any such technical limitations may delay or interfere with the Services. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING SEVEN BRIDGES WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES THROUGH ONE OF THE METHODS THAT WE LIST ON OUR SERVICES FROM TIME TO TIME.

c. Billing and Payment Policy. All information that you provide to register with Seven Bridges including your credit card information or payment account information is subject to Seven Bridges' Privacy Policy. We may use a third party payment service to bill you through an online account (your "Billing Account") for your use of Usage-Fee-bearing Services in lieu of directly processing your credit card information. By submitting your payment account information, you grant Seven Bridges the right to store and process your information with the third party payment service, which it may change from time to time; you agree that Seven Bridges will not be responsible for any failures of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of third party payment service in addition to these Terms of Use. You acknowledge that we may change the third party payment service and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security technology.

d. Refunds. Other than as expressly set forth on our Services as updated from time to time, Seven Bridges has no obligation to provide refunds or credits, but may grant them in certain circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Seven Bridges, in each case in Seven Bridges' sole discretion.

9. DISCLAIMER OF WARRANTY.

a. Do Not Rely on Results of the Services. SEVEN BRIDGES AND ITS AFFILIATES AND LICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY RESULTS GENERATED THROUGH THE USE OF THE WEBSITE OR SERVICES. Under no circumstances will we be liable for any loss or damage caused by your reliance on information in any Seven Bridges Content on our Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through our Services. You are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any results of the Services or other Seven Bridges Content.

b. Use is at your Risk. THE SERVICES ARE SOLELY FOR USE IN RESEARCH AND EDUCATIONAL USE, NOT FOR ANY DIAGNOSIS OR TREATMENT OF ANY HUMAN DISEASE OR CONDITION. USE OF THE SERVICES AND ANY SEVEN BRIDGES CONTENT IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE WEBSITE, THE SEVEN BRIDGES CONTENT, AND ALL SERVICES, TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE OR SERVICES ARE PROVIDED "AS IS"; WE PROVIDE NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, SEVEN BRIDGES DOES NOT WARRANT THAT: (I) THE SERVICES, ANALYSIS TOOLS OR RESULTS OF THE SERVICES FREE OF ERRORS; (II) THE FUNCTIONS OR SERVICES, INCLUDING WITHOUT LIMITATION THE CANCER GENOMICS CLOUD AND THE ANALYSIS TOOLS, ARE PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED, OR (IV) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. INDEMNIFICATION.

By using our Services, you agree to indemnify, hold harmless and defend Seven Bridges from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Services, or any of your users use of the Services, and any User Content that you submit for use in connection with the Services.

11. LIMITATION OF LIABILITY.

a. Disclaimer. IN NO EVENT SHALL SEVEN BRIDGES BE LIABLE TO ANY USER OF OUR SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE WEBSITE OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

b. Limitation. SEVEN BRIDGES' AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS OF USE OR THE SERVICES, CUMULATIVELY BETWEEN YOU AND SEVEN BRIDGES, SHALL NOT EXCEED THE GREATER OF (I) $1.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO SEVEN BRIDGES FOR THE SERVICES, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

c. Waiver of Class Action. ANY CLAIMS BROUGHT BY YOU OR SEVEN BRIDGES MUST BE BROUGHT IN THAT PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

d. Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. DISPUTES; RELEASE.

a. Disputes Among Users. Neither Seven Bridges nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any user of the Service. Seven Bridges expressly disclaims any liability or claims that may arise between users of our Services or between users of our Services and third party vendors. You are solely responsible for your interactions with all other users and for your interactions with third party vendors and any disputes that arise from those interactions with other users or third party vendors. Seven Bridges may monitor disputes between users, but is not obligated to monitor, mediate, or resolve such disputes.

b. Release. Because Seven Bridges is not responsible for or involved in any contact between users or between users and third party vendors, in the event that you have a dispute with one or more users or third party vendors, you hereby release Seven Bridges (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown arising out of or in any way related with such disputes.

If you are a California resident, you hereby waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

13. CHILDREN.

The Services and the Website are intended to serve a general audience and do not provide specific features or services targeted at children under age 18. We do not knowingly solicit personal information regarding children under age 18.

14. JURISDICTIONAL ISSUES.

We make no representation that information on our Services is appropriate or available for use outside the United States. Those who choose to access our Services from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws.

15. TERM AND TERMINATION.

These Terms of Use shall apply for so long as a user accesses and/or uses the Website or Services. We may terminate any user's access to our Services, for any reason and at any time, with or without prior notice. It is our policy to terminate users who violate these Terms of Use, as deemed appropriate in our sole discretion. You agree that we are not liable to you or any third party for any termination of your access to our Services. Any user may terminate their account at any time by ceasing all use of the Service. Seven Bridges will have no obligation to provide a refund of any amounts previously paid to Seven Bridges. Upon termination of your account under these Terms of Use, all license rights granted by you to Seven Bridges shall survive termination. Even after your right to use the Service is terminated or suspended, these Terms of Use will remain enforceable against you.

16. GOVERNING LAW.

These Terms, and any dispute between you and Seven Bridges, shall be governed by the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of the Arbitration. Unless you and we agree otherwise, in the event that Section 2 of the Federal Arbitration Act is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Arbitration Procedures or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Seven Bridges must be resolved exclusively by a state or federal court located in the Commonwealth of Massachusetts, except that you or we are permitted to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure. Except for such small claims court exceptions, you and Seven Bridges agree to submit to the personal jurisdiction of the courts located within the Commonwealth of Massachusetts for the purpose of litigating all such claims or disputes. You and Seven Bridges agree to waive trial by jury in any court proceeding.

17. AGREEMENT TO ARBITRATE.

a. Arbitration. Except if You opt-out pursuant to Section 17(c) or for disputes relating to your or Seven Bridges' intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); you agree that all disputes between You and Seven Bridges (whether or not such dispute involves a third party) arising out of or relating to these Terms of Use, the Services, and/or Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Boston, Massachusetts, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and you and Seven Bridges hereby expressly waive trial by jury. You and Seven Bridges shall appoint as sole arbitrator a person mutually agreed by you and Seven Bridges or, if you and Seven Bridges cannot agree within thirty (30) days of either party's request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Seven Bridges shall be entitled to seek injunctive relief, security or other equitable remedies from the United States District Court for a district in Massachusetts or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms of Use or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.

b. No Class Actions. Any claims brought by You, or Seven Bridges must be brought in that parties' individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither You nor Seven Bridges will participate in a class action or class-wide arbitration for any claims covered by these Terms of Use. You hereby waive any and all rights to bring any claims related to these Terms of Use and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on Your own behalf.

c. Limited Opt-out. You may opt out of this Agreement To Arbitrate. If You do so, neither You nor Seven Bridges can require the other to participate in an arbitration proceeding. To opt out, You must notify Seven Bridges in writing within 30 days of the date that You first became subject to these Terms of Use. The opt-out notice must state that You do not agree to the Agreement To Arbitrate and must include your name, address, phone number, your Seven Bridges account to which the opt-out applies and a clear statement that you want to opt out of this Agreement To Arbitrate.

You must sign the opt-out notice for it to be effective. This procedure is the only way You can opt out of the Agreement To Arbitrate. You must use this address to opt out: Seven Bridges Genomics Inc. ATTN: Arbitration Opt-out, 1 Main Street, Suite 500, Cambridge, MA 02142

Notwithstanding any provision in these Terms of Use to the contrary, you and we agree that if we make any change to the arbitration procedures set forth herein (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Seven Bridges prior to the effective date of the change. Moreover, if we seek to terminate the arbitration procedures from these Terms of Use, such termination shall not be effective until 30 days after the version of these Terms of Use not containing the arbitration procedures is posted to the Website, and shall not be effective as to any claim that was filed in a legal proceeding against Seven Bridges prior to the effective date of removal.

This Arbitration section will survive the termination of Your relationship with Seven Bridges.

18. MISCELLANEOUS

a. Jurisdictional Issues. Seven Bridges makes no representations that information on our Services is appropriate or available for use outside the United States. If you choose to access our Services from outside the United States, you do so on your own initiative and at your own risk and you agree and acknowledge that you are responsible for complying with all applicable United States laws as well as your local laws and regulations. If you transact business through our Services with a party that is located outside the United States, You agree and acknowledge that you do so voluntarily, that you are responsible for complying with all applicable United States laws as well as any local laws and regulations that may impact your transaction, and you understand that Seven Bridges disclaims all responsibility related to such transaction.

b. Publicity. You agree that we may list you as a customer on our website or marketing lists.

c. Restricted Person. You hereby warrant that you are not a Restricted Person. For purposes of these Terms of Use, you are a Restricted Person if you are (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person, you shall notify us within twenty-four (24) hours, and we shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to us. You agree that you shall not utilize the Services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

d. Headings; Severability. The headings of the sections of these Terms of Use have been inserted only to facilitate reference and shall not be taken as being of any significance whatsoever in the interpretation of the Agreement. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

e. Entire Agreement. These Terms of Use and any applicable Data Protection Addendum between the Parties constitute the entire agreement between, or, as appropriate, among, the Parties relating to the subject matter herein. Seven Bridges may, at Seven Bridges' sole discretion, revise these Terms of Use at any time by updating this posting and providing reasonable notice to you. No other amendment of these Terms of Use shall be effective unless agreed in writing by you and Seven Bridges. Notwithstanding the foregoing, any EULA's applicable to Analysis Tools shall take precedence over these Terms of Use in the event of a conflict.

f. Additional Information. If you have any questions about these Terms of Use, please contact Seven Bridges at legal@sevenbridges.com.

Seven Bridges Genomics Inc.

529 Main St Suite 6610