SequenceL Professional Edition Software License Agreement

SEQUENCEL PROFESSIONAL EDITION SOFTWARE LICENSE AGREEMENT

IMPORTANT – ALL USE OF THE TEXAS MULTICORE TECHNOLOGIES, INC. (“TMT”) SOFTWARE AND DOCUMENTATION (“SOFTWARE”) PROVIDED WITH THIS AGREEMENT IS SUBJECT TO THIS LICENSE AGREEMENT (“AGREEMENT”). BY USING THE SOFTWARE, YOU ARE AGREEING TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, REMOVE THE SOFTWARE AND YOU WILL NOT HAVE ANY LICENSE TO ANY PART OF THE SOFTWARE. TMT’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY TMT, ACCEPTANCE IS LIMITED TO THESE TERMS. THIS IS A LEGAL AGREEMENT BETWEEN YOU (YOUR COMPANY IF APPLICABLE) AND TMT.

1.GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, TMT hereby grants you a limited, personal, nontransferable, nonsublicensable, nonexclusive license to use the TMT Software you are about to download and install, solely in object code form, solely for your internal use for: (i) one concurrent user seat per licensed copy; (ii) installed and used on one machine at a time (i.e. a PC, laptop, etc.); and (iii) for the subscription period of time granted through the license key provided to you by TMT or the period of time for which you have paid the applicable subscription fee. You may move the licensed Software copy to another machine so long as the copy on the prior machine is deleted. You may copy the Software for archival purposes, provided any copy must contain all of the original Software’s proprietary notices. You may not, directly or indirectly: modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software; create derivative works based on the Software; or copy (except as expressly authorized above), rent, lease, distribute, or otherwise transfer rights to the Software; use the Software or any results obtained from the Software for timesharing or service bureau purposes; or remove any proprietary notices or labels on the Software. You are hereby notified that the Software may contain time-out devices, counter devices, registry entries and/or other devices intended to ensure the limits of a particular license will not be exceeded (“Limiting Devices”). If the Software does contain Limiting Devices, TMT will ensure that you receive any keys or other materials necessary to use the Software to the limits of your license.

2.SUPPORT. Maintenance and support are included in the subscription fee, if any, paid by you for the Software. Any maintenance, updates, upgrades, patches, enhancements, fixes, new versions or other support (“Support Programs”) for the Software will become part of the Software and the terms of this Agreement will apply.

3.TITLE AND CONFIDENTIALITY. As between the parties, TMT retains all right, title, and interest, including, without limitation, all intellectual property rights in and to the Software, and any copies or portions thereof. The Software is protected by the copyright laws of the United States and international copyright treaties. You acknowledge that the Software contains TMT’s trade secrets. Accordingly, you will not use (except as authorized herein) or disclose to any third party the Software without TMT’s prior written approval, and you will use reasonable measures to protect the Software from unauthorized use and disclosure.

4.DISCLAIMER OF WARRANTY. THE SOFTWARE AND ANY SERVICES THAT YOU RECEIVE FROM TMT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. TMT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, OR ACCURACY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

5.LIMITATION OF LIABILITY. You assume the entire risk as to the quality and performance of the Software. TMT assumes no liability for the cost of any service or repair if the Software is defective. NEITHER TMT NOR ITS THIRD PARTY SUPPLIERS WILL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER RELATING TO THE SOFTWARE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (C) FOR ANY AMOUNTS IN EXCESS OF THE FEES YOU PAID TO TMT FOR THE SOFTWARE.

6.TERMINATION. Your right to use the Software will terminate upon expiration of the license key granted to you by TMT or the expiration of your paid subscription, unless earlier terminated as provided herein. You may terminate this Agreement and the license granted herein at any time by destroying and/or removing from your computer(s) all copies of the Software. TMT may terminate this Agreement and the license granted herein immediately if you breach any provision of this Agreement. Upon termination for any reason you agree to promptly return the Software, documentation and all copies thereof to TMT or, at TMT’s request, destroy or remove from your computer(s) and any media all copies of the Software and documentation. Sections 3, 4, 5, 6, 7 and 8 will survive any termination or expiration of this Agreement.

7.EXPORT CONTROLS. You will comply with all applicable export laws, restrictions, and regulations of the United States or foreign agency or authority related to your use of the Software. You will not export, or allow the export or re-export of the Software in violation of any such laws, restrictions or regulations.

8.MISCELLANEOUS. This Agreement represents the complete agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and representations between them. Any waiver,
modification or amendment of any provision of this Agreement will be effective only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be revised only to the extent necessary to make it enforceable. The failure of TMT to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. This Agreement will be governed by and construed under the laws of the State of Texas and the United States, without reference to conflict of laws provisions. You have no right to assign this Agreement, in whole or in part, without TMT’s prior written consent. Any attempt to assign this Agreement, without such consent, will be null and void. Notwithstanding the foregoing, you may assign this Agreement, without TMT’s consent, to any entity that controls, is controlled by, or is under common control with, you; provided that the assignee agrees in writing to be bound by the terms and conditions of this Agreement.

9.U.S. GOVERNMENT RESTRICTED RIGHTS. If you are an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, manuals, or any technical specifications, or any related documentation of any kind, including technical data (“Software and documentation”), is restricted in accordance with Federal Acquisition Regulation (“FAR”) 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7202 for military agencies. The Software and documentation is commercial computer software and commercial computer software documentation. The use of the Software and documentation is further restricted in accordance with the terms of this Agreement, or any modification thereto.

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