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Please read and accept our End-User License Agreement below

User Agreement for Dovetail Analysis Portal

IMPORTANT: This -User Agreement (“Agreement”) is a legal agreement between you (“User”) and Cantata Bio, LLC (“Provider”) regarding your use of the Dovetail Analysis Portal online bioinformatics analysis portal (“Portal”). By accessing or using the Portal, or by clicking the “Accept” button below, you agree to be bound by the terms of this Agreement. If you do not agree to these terms, do not use the Portal.

You represent that you have read, understand, and agree to be bound by this Agreement. You represent that you are of legal age to and have the authority to enter into this Agreement on behalf of your company or organization, and to bind that company or organization to this Agreement.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTION SUITS, AND LIMITS THE REMEDIES AVAILABLE TO YOU IN SUCH A DISPUTE.

The terms of this Agreement are subject to change by Provider in its sole discretion at any time. When changes are made, Provider will make a new copy of the Agreement available at Provider’s website or through the Portal. If you do not accept the updated terms, you may discontinue all use of the Portal. Continued use of the Portal constitutes acceptance of such changes.

1. Definitions

  • Background Materials means Content, and any proprietary technology, materials, formatting, or look and feel, incorporated into or contained in Results.
  • Bioinformatics Offering means Provider’s online application(s) and database(s) made available to User via the Portal, and all Documentation provided to or made accessible to User in connection with the Portal, and any updates or upgrades which are made available to User. Provider may add or remove features to the Bioinformatics Offering at any time.
  • Content means any information or data made available by Provider in connection with User’s use of the Bioinformatics Offering, including databases, diagrams, graphs, and analysis reports.
  • Documentation means written, audio, visual, and other materials related to the Bioinformatics Offering provided to or made accessible to User, including but not limited to instructions and tutorials.
  • Licensed Materials means, collectively, the Bioinformatics Offering, Background Materials, Content, Documentation, and updates thereto, made available by Provider to User in connection with this Agreement.
  • User Input Data means any data, including genetic, proteomic, or other biological information, uploaded or submitted by User.
  • Results means any reports, results, analysis, or other data generated by the Portal based on User Input Data.

    • 2. Grant of License

    A) Provider grants User a non-exclusive, non-transferable, revocable, limited license,

    • i. to access and use the Bioinformatics Offering,
    • ii. to upload User Input Data to the Bioinformatics Offering,
    • iii. to generate Results using the Bioinformatics Offering,
    • iv. to analyze Results using the Bioinformatics Offering, and
    • v. to use, export, publish, and disclose Results outside of the Bioinformatics Offering,

    solely in accordance with the Documentation, for lawful purposes and in accordance with this Agreement, for User’s internal research and internal business purposes, and not for any diagnostic purposes.

    B) Except as expressly set forth in this Section, Provider grants User no licenses of any kind to use or access the Licensed Materials, whether explicitly, implicitly, by estoppel, or otherwise. All rights in and to the Licensed Materials not expressly granted to User by this Agreement are expressly reserved by Provider.

    3. Restrictions

    Except as expressly permitted in this Agreement or applicable law, User shall not:

    • Reverse engineer, decompile, or disassemble any part of the Licensed Materials, or access or use the Licensed Materials for the purposes of monitoring their availability, performance, functionality, or for benchmarking or any other competitive purpose;
    • Copy, modify, or create derivative works based on the Licensed Materials, use the Licensed Materials in or to to develop offerings similar to or competitive with the Licensed Materials;
    • Use the Licensed Materials for any purpose other than generating Results using the Bioinformatics Offering;
    • Share, sell, rent, loan, lease, distribute, sublicense, or otherwise transfer access to the Licensed Materials;
    • Cause or fail to prevent the transmission of code, data, files, scripts, programs, other material containing viruses, worms, Trojans, or other harmful computer code, data, files, scripts, programs, or material;
    • Use the Licensed Materials as a diagnostic product or service;
    • Use the Licensed Materials to infringe upon the rights of others or violate any applicable laws; or
    • Remove, cover, or obfuscate copyright notices or other proprietary rights notices included in Licensed Materials or Results.

    User shall be responsible and liable for any action or inaction of User in violation of this Agreement. User shall not upload any User Input Data if it is unlawful, illegal, or in violation of a third party right or obligation of User to do so. User is responsible for accuracy, integrity, quality, and legality of User Input Data and the means by which User Input Data is transmitted or uploaded. User shall ensure that User Input Data contains no personally identifying information of an individual. User shall provide accurate contact and other information in connection with account creation.

    Provider and User agree that the Licensed Materials and the Results are not intended to be a medical device or diagnostic, and will not be used to directly diagnose a disease or other condition. The Licensed Materials and Results are not a substitute for professional healthcare advice. User is responsible for compliance with applicable laws, regulations, and accreditation requirements.

    4. Ownership and Intellectual Property

    User owns and retains title to all intellectual property rights and other proprietary rights in and to User Input Data. User grants Provider the right to use, publish, reproduce, share, distribute, and adapt the User Input Data solely for the purposes of processing the User’s requests and analyses in the Bioinformatics Offering or for internal purposes, including but not limited to testing and improving the Bioinformatics Offering. Provider has no obligation to maintain access to User Input Data and may delete User Input Data at any time.

    Provider owns and retains title to all intellectual property rights and other proprietary rights in and to the Licensed Materials and any other materials or information Provider provides to User in connection with this Agreement.

    To the extent enforceable by law, User shall not participate as an adverse party to, or otherwise support, any legal action, litigation, arbitration, mediation, opposition, re-examination, revocation, nullity proceeding, or other legal or administrative proceeding anywhere in the world that challenges the enforceability, validity, or scope, or otherwise seeks to value or construct the scope of, any patent of the Licensed Materials, or that alleges unfair competition or misuse involving the Licensed Materials. If User does participate in or provide support to such proceedings, User shall pay all of Provider’s costs associated with the proceeding, including but not limited to attorney’s fees and travel expenses.

    To the extent User provides suggestions, ideas, improvements, modifications, feedback, error or bug identifications, corrections, or additions, opinions, or other content or information other than User Input Data (“Feedback”), User hereby grants Provider a fully paid-up, irrevocable, perpetual, worldwide, non-exclusive license with full rights to sublicense, to use and exploit such Feedback to improve Provider products and services, and to use, reproduce, prepare derivative works of, perform, display, make, sell, and otherwise distribute products and services incorporating or using the Feedback.

    5. Confidentiality

    Provider and User agree to keep confidential all non-public information disclosed under this Agreement that is designated as proprietary or confidential (“Confidential Information”). All Licensed Materials, along with the results of any evaluation or testing of the Bioinformatics Offering by User, hereby constitute Confidential Information of Provider, whether or not otherwise designated or marked. Each party to this Agreement agrees to: (i) preserve and protect the confidentiality of the other party’s Confidential Information; (ii) refrain from using the other party’s Confidential Information except as expressly permitted herein; and (iii) not disclose such Confidential Information to any third party except to its employees or agents who are reasonably required to exercise its rights or perform its obligations under this Agreement and provided such third party is subject to restrictions which are at least as restrictive as the restrictions outlined in this Agreement. Notwithstanding the above, Confidential Information shall not include information that: (x) has become publicly known and made generally available other than through any act or omission of the receiving party; (y) was already or becomes known by the receiving party from a third party who was not under a duty of confidential restriction as to use or disclosure; or (z) was independently developed by the receiving party as evidenced by appropriate records. Either party may disclose Confidential Information without violating this Section to the limited extent required to comply with law or regulation, provided that the party required to disclose the Confidential Information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure, to the extent permitted.

    6. Warranty Disclaimer and User Acknowledgement

    PROVIDER AND ITS SUPPLIERS PROVIDE THE LICENSED MATERIALS AND ANY SERVICES PROVIDED IN CONNECTION HEREWITH “AS IS” AND MAKE NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE, WITH RESPECT TO LICENSED MATERIALS, SERVICES DELIVERED HEREUNDER OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, AVAILABILITY, RELIABILITY, USEFULNESS, DATA ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER PROVIDER NOR ANY OF ITS SUPPLIERS WARRANTS THAT THE LICENSED MATERIALS OR ANY PART THEREOF OR SERVICES DELIVERED HEREUNDER WILL MEET USER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, AVAILABLE, SECURE OR ERROR- FREE, OR THAT ANY ERRORS WILL BE CORRECTED.

    USER HEREBY ACKNOWLEDGES THAT SECURITY SAFEGUARDS, BY THEIR NATURE, ARE CAPABLE OF CIRCUMVENTION AND PROVIDER DOES NOT AND CANNOT GUARANTEE THAT USER INPUT DATA OR OTHER INFORMATION CANNOT BE ACCESSED BY UNAUTHORIZED PERSONS CAPABLE OF OVERCOMING SUCH SAFEGUARDS. IN PARTICULAR, THE LICENSED MATERIALS MAY BE USED TO ACCESS AND TRANSFER INFORMATION, INCLUDING USER INPUT DATA, OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT PROVIDER DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE THE LICENSED MATERIALS, RESULTS AND/OR USER INPUT DATA. PROVIDER SHALL NOT BE RESPONSIBLE OR LIABLE FOR SUCH ACTIVITIES. USER IS SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF USER’S INFORMATION AND SYSTEMS.

    THE BIOINFORMATICS OFFERING AND CONTENT ARE NOT TO BE USED DIRECTLY FOR TREATMENT OR THERAPEUTIC DECISION-MAKING, AND UNDER NO CIRCUMSTANCES REPRESENT PROVIDER RECOMMENDATIONS. USER ACKNOWLEDGES AND AGREES THAT CONTENT AND RESULTS ARE NOT INTENDED TO BE STATEMENTS OF FACT OR TRUTH. PROVIDER ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF UNDERLYING LITERATURE AND DATABASES NOR FOR THE OPINIONS AND RECOMMENDATIONS OF AUTHORS OF CURATED LITERATURE AND DATABASES.

    ALTHOUGH MOST CONTENT IS OBTAINED FROM SOURCES CONSIDERED BY PROVIDER TO BE RELIABLE, SOME CONTENT IS SOURCED FROM THE COMMUNITY OF USERS AND LABS WORLDWIDE. THE ACCURACY AND COMPLETENESS OF CONTENT IS NOT GUARANTEED AND NEITHER PROVIDER NOR ANY OF ITS THIRD PARTY LICENSORS OR CONTENT PROVIDERS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ERRORS, DELAYS, INTERRUPTIONS, OMISSIONS, OR MALFUNCTIONS WITH RESPECT TO CONTENT OR ITS DELIVERY, REGARDLESS OF THE CAUSE OR SOURCE THEREOF. PROVIDER ASSUMES NO RESPONSIBILITY FOR UNINTENDED, OBJECTIONABLE, INACCURATE, MISLEADING OR UNLAWFUL THIRD PARTY CONTENT MADE AVAILABLE THROUGH ITS BIOINFORMATICS OFFERING. CONTENT PROVIDERS MAY REQUIRE SEPARATE CONTENT LICENSES DIRECTLY WITH USER, AND PROVIDER MAY RESTRICT ACCESS TO ANY SUCH THIRD PARTY CONTENT UNTIL THE CONTENT PROVIDER NOTIFIES PROVIDER THAT USER MAY ACCESS SUCH THIRD PARTY CONTENT. PROVIDER IS NOT RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY THIRD PARTY CONTENT OR ANY REPRESENTATIONS OR STATEMENTS MADE BY A CONTENT PROVIDER ABOUT ITS THIRD PARTY CONTENT AND ITS INTENDED USE, INCLUDING (BUT NOT LIMITED TO) ANY STATEMENTS THAT CONTRADICT THIS PARAGRAPH, AND USER AGREES THAT IN NO EVENT WILL PROVIDER BE LIABLE TO USER OR ANY USER REPRESENTATIVE IN CONNECTION WITH ANY THIRD PARTY CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

    PROVIDER IS NOT RESPONSIBLE FOR ANY LIABILITY OR DAMAGES ARISING FROM USER UPLOADING BIOLOGICAL DATA, OPTING-IN FOR FEATURES, OR SHARING RESULTS IN VIOLATION OF ANY AGREEMENT OR LAW OR POLICY OR ANY THIRD PARTY AGREEMENT OR RIGHTS; USER IS SOLELY LIABLE AND RESPONSIBLE FOR THESE ACTIONS BY USER AND USER REPRESENTATIVES.

    SOME COMPONENTS OF THE LICENSED MATERIALS AND/OR THE BIOINFORMATICS OFFERING MAY USE GENERATIVE AI. GENERATIVE AI IS EXPERIMENTAL AND MAY SOMETIMES REPORT INCORRECT INFORMATION. INFORMATION IN THE RESULTS SHOULD BE INDEPENDENTLY VERIFIED.

    7. Limitation of Liability.

    IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE TO THE OTHER FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY OR SERVICES, LOSS OF PROFITS, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR UNDER THIS AGREEMENT OR FOR BREACH OF THIS AGREEMENT OR IN CONNECTION WITH THE PROVISION OF ACCESS TO ANY PRODUCTS OR ANY SERVICES HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AMOUNTS PAID TO PROVIDER BY USER (AND IN THE CASE OF USER’S LIABILITY ANY AMOUNTS PAID OR DUE) IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO ANY FEES DUE TO PROVIDER HEREUNDER OR ANY BREACH OF THIS AGREEMENT, OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

    8. Indemnification.

    A) User as indemnitor will indemnify, defend and hold harmless Provider, its directors, officers, employees and representatives (“Provider Indemnitees”) as indemnitees from and against any and all third-party losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs, arising out of any third party claim alleging that User Input Data or User’s use of Bioinformatics Offering in violation of this Agreement violates, infringes, misappropriates third party right or violates applicable laws.

    B) If User has paid for a license to access Bioinformatics Offering, then Provider as indemnitor will defend or settle, and hold harmless User, its directors, officers, employees and representatives (“User Indemnitees”) from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, to the extent based on any claim, suit or proceeding brought by a third party against User Indemnitees alleging that User’s use of the Licensed Materials in accordance with this Agreement and applicable Documentation for which User has paid Provider a fee directly infringes a U.S. patent or copyright. If such claim occurs, or in Provider’s opinion is likely to occur, Provider may, at its option and expense, procure for the indemnitee the right to continue using the infringing item(s) or to replace or modify the same so that it becomes non-infringing or, if neither of the foregoing alternatives is reasonably available, cease providing the Licensed Materials and refund to User all paid and unused amounts on a pro-rata basis for any unused term. Notwithstanding the foregoing, Provider shall have no liability for any claim to the extent arising from or relating to (i) the combination, operation, or use of the Licensed Materials with equipment, devices, or software not supplied by Provider or (ii) any alteration or modification of or any illegal use of the Licensed Materials or use of the Licensed Materials in violation of this Agreement. THE FOREGOING STATES THE ENTIRE OBLIGATION OF PROVIDER AND ITS SUPPLIERS WITH RESPECT TO CLAIMS OUTLINED ABOVE, INCLUDING INFRINGEMENT OF PROPRIETARY RIGHTS, INCLUDING BUT NOT LIMITED TO PATENTS AND COPYRIGHTS.

    C) Each party’s forgoing obligations are subject to (i) the indemnitee promptly notifying the indemnitor in writing of the third party proceeding or action, (ii) the indemnitee giving the indemnitor full authority and control of the action with counsel of indemnitor’s choice, and (iii) the indemnitee providing the indemnitor information and assistance for defense of such claim.

    9. Term and Termination

    This Agreement is effective when User first accepts the terms herein and accesses the Bioinformatics Offering or any of the Licensed Materials, and continues until terminated in accordance with the terms herein (“Term”).

    User may terminate this Agreement for convenience at any time upon notice to Provider.

    Provider may terminate this Agreement for convenience at any time upon notice to User, provided that Provider refund prorated fees paid by User, if any. Provider may terminate User’s this Agreement at any time for breach of this Agreement or other policies by User. Upon termination, User must cease all use of the Licensed Materials (except to the extent contained in Results already generated) and destroy all copies of the Licensed Materials (except to the extent contained in Results already generated) in User’s possession or control.

    Except as otherwise expressly provided herein, the rights and obligations of Section 1 and Sections 3 through 10 shall survive termination or expiration of this Agreement. Nothing contained herein shall limit any other remedies that either party may have for the default of the other party under this Agreement nor relieve the other party of any of its obligations incurred prior to such termination.

    10. General

    A) This Agreement, any disputes arising relating to this Agreement, and all services provided by Provider to User, shall be conducted and provided in the English language. Any translated version of this Agreement shall be only for convenience and filing with an appropriate government agency, if required, and not for interpretation of this Agreement.

    B) This Agreement includes the terms herein and the attached exhibits, and any terms incorporated herein by reference, including terms identified herein which are to be identified in and incorporated from an order or sales document, and constitutes the entire agreement between the parties with respect to the Licensed Materials and other services or products delivered by Provider hereunder. Except as expressly provided herein, this Agreement supersedes and cancels all previous written and previous or contemporaneous oral communications, proposals, representations, and agreements relating the subject matter contained herein. Notwithstanding any language to the contrary therein, no terms or conditions stated in User’s purchase order, acknowledgement or conformation or other document issued by User, even if signed and returned by Provider, shall take precedence over the terms of this Agreement.

    C) The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

    D) User agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce or other agency or authority of the United States or other applicable countries, and not to transfer, or authorize the transfer of, the Licensed Materials, to a prohibited country or otherwise in violation of any such restrictions or regulations. User shall obtain any and all import licenses necessary or proper for the import and use of the Licensed Materials, as relevant.

    E) Any components of the License Materials that constitute software or services delivered hereunder and any related documentation qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire access to the Licensed Materials with only those rights set forth herein. Access to all components of the Licensed Materials is provided to any unit or agency of the U.S. Government (“Government”) on a “restricted rights” basis only: use, duplication or disclosure by the Government is subject to the restrictions set forth in this Agreement, pursuant to DFARS 227.7202- 3(a) and 252.227-7013(c), or its equivalent and pursuant to subparagraph (c)(1) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, as well as to FAR 12.212(b), or their equivalents. The licensor of the Licensed Materials is Provider, who reserves and retains all rights in Licensed Materials not granted to the Government in this Agreement pursuant to DFARS 252.227-7013(c), to FAR 12.212(b), or their equivalents.

    F) User may utilize data capture and analysis tools, and other similar tools, to create non-personally identifiable and aggregate data or information resulting from its customers’ use of the Bioinformatics Offering, which may include non-personally identifiable and aggregate User Input Data, Results and User’s usage patterns (“Anonymous Data”). Provider may use and analyze the Anonymous Data to develop and improve Provider’s products and services, such as improving the user experience or Provider’s algorithms and may use the Anonymous Data as part of Provider’s products and services.

    G) This Agreement is governed and interpreted in accordance with the laws of the State of California, U.S.A., without reference to its conflict of law principles. Subject to the arbitration clause (where relevant), the parties hereby consent to the exclusive jurisdiction of, and venue in, the state and federal courts within Santa Clara County, California, U.S.A. The United Nations Convention on Contracts for the Sale of Goods shall not apply to this Agreement.

    H) The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.

    I) Any and all notices or other information to be given by one of the parties to the other shall be deemed sufficiently given when sent by certified mail (receipt requested), or by courier, or by hand delivery to the other party. Such notices shall be deemed to have been effective on the first business day following the day of such delivery.

    J) Equitable Relief. The parties agree that a material breach of this Agreement adversely affecting Provider’s intellectual property rights in Bioinformatics Offering or Licensed Materials may cause irreparable injury to Provider for which monetary damages would not be an adequate remedy and Provider shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.

    K) Assignment. Except as expressly permitted herein, User shall not transfer, assign or delegate this Agreement or any rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of law or otherwise, without the prior written consent of Provider. Any such purported transfer, assignment or delegation shall be null and void. Provider may transfer, assign or delegate this Agreement. Subject to the foregoing, the terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties to it and their respective heirs, successors, assigns and legal representatives.

    L) If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable under any applicable statute or rule of law, such term or provision shall be modified, limited or eliminated to the minimum extent necessary to effectuate the original intent and such declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect.

    M) Headings are solely for reference and shall not affect the meaning of any term.

    N) If the User’s address provided in connection with gaining access to the Bioinformatics Offering is located outside of the United States, then the following shall apply: In the event of any dispute between User and Provider arising out of or in connection with this Agreement, the parties shall submit the dispute to binding arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC”) then in effect. The arbitration proceeding shall take place in San Francisco, California, and be conducted in English. The parties shall mutually choose a commercial arbitrator with substantial experience in licensing and contract disputes, who may or may not be selected from the appropriate list of ICC arbitrators. If the parties cannot agree upon the arbitrator within fifteen (15) days of a request for arbitration by a party, then a single arbitrator shall be selected in accordance with the Arbitration Rules and Procedures of ICC, provided any arbitrator so selected shall have substantial experience in licensing and contract disputes. The arbitration shall be commenced and conducted as follows: (i) The parties shall request that the arbitrator conduct the arbitration proceeding in an expedited fashion in order to complete the proceeding and render a written decision within twelve months of the date upon which the arbitration proceedings began. The Parties shall use their best efforts to cooperate with the arbitrator to complete the proceeding and render a decision within such twelve month period; (ii) The Arbitrator shall not under any circumstance consolidate, join or otherwise combine the arbitration proceeding with any other proceeding or party, except by mutual consent of the parties; and (iii) The arbitrator proceedings shall be governed by this Agreement, by the ICC, and by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The Arbitration Panel shall determine the matters at issue in the dispute in accordance with the substantive law of the State of California without regard to conflicts of laws principles. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, Provider shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator, provided that a permanent injunction and damages shall only be awarded by the arbitrator.

    O) Addendum for Users Located in the People’s Republic of China. Notwithstanding anything to the contrary herein and only to the extent the laws of the People’s Republic of China are deemed to apply to this Agreement in some capacity with respect to a User because the User is located or domiciled in the People’s Republic of China, then the following shall also apply with respect to such User only:

    • (i) Limited Warranty. Provider owns or has the rights to license the Licensed Materials.
    • (ii) Export/Import. User shall take all actions necessary or proper to comply with China's Regulations on Administration of Technology Import and Export Laws and related laws, statutes, regulations, ordinances or government directives.
    • (iii) Waiver of Sovereign Immunity. User and Provider hereby unconditionally and irrevocably agree that the execution, delivery and performance by it of this Agreement constitute private and commercial acts rather than public or governmental acts. To the extent that any party to this Agreement shall be entitled in connection with any suit, action, judicial or arbitral proceeding arising out of or relating to this Agreement at any time brought against such party, or with respect to any suit, action or judicial proceeding at any time brought for the purpose of enforcing or executing any judgment or arbitral award in any jurisdiction, to any immunity, on the grounds of sovereignty or otherwise, from suit or arbitral proceeding, from the jurisdiction of any court, from attachment prior to judgment or arbitral award, from attachment in aid of execution of judgment or arbitral award, from execution of a judgment or arbitral award or from any other legal or judicial or arbitral process or remedy, and to the extent that in any such jurisdiction there shall be attributed such an immunity, each party hereby unconditionally and irrevocably agrees not to claim and unconditionally and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction.

    P) Additional International Provisions. The following provisions shall apply only if you are located in the countries listed below.

    • United Kingdom. A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
    • Germany. Notwithstanding anything to the contrary in Section 9, Provider is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).

    Q) User acknowledges and agrees that Provider has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.

    Last Updated 2025-04-24

    By clicking “I Agree” or by accessing or using the Portal, you acknowledge that you have read, understood, and agree to be bound by this Agreement.