GATK END USER LICENSE AGREEMENT PLEASE READ THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT") CAREFULLY. BY USING THE PROGRAM (AS DEFINED BELOW) YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT, ON BEHALF OF YOURSELF AND YOUR COMPANY OR INSTITUTION (COLLECTIVELY, THE "LICENSEE"), AND THIS AGREEMENT SHALL CONSTITUTE A CONTRACT BETWEEN YOU AND YOUR EMPLOYER ON THE ONE HAND AND THE BROAD INSTITUTE, INC. ("BROAD") ON THE OTHER. BY USING THE PROGRAM YOU REPRESENT THAT YOU ARE AUTHORIZED TO AGREE TO THESE TERMS ON BEHALF OF YOURSELF AND YOUR EMPLOYER. IF YOU OR YOUR EMPLOYER DO NOT AGREE WITH THESE TERMS, DO NOT USE THE PROGRAM. 1.1 Grant. Subject to the terms and conditions of this Agreement, Broad hereby grants to Licensee, solely to conduct analyses of nucleic acid sequences, a non-exclusive, non-transferable license to display and execute the software program known as the Genome Analysis Toolkit or GATK as a service through the Google Cloud Platform ,and any related documentation, (collectively, the "Program") solely during the term of this Agreement. 1.2 License Limitations. The Program is licensed to Licensee, not sold. Nothing in this Agreement shall be construed to confer any rights upon Licensee by implication, estoppel, or otherwise to any computer software, trademark, intellectual property, or patent rights of Broad, or of any other entity, except as expressly granted herein. Licensee shall not, and shall not permit its users to, do the following: (a) assign, sublicense, distribute or otherwise transfer to any third party, reproduce or create derivative works of the Program; (b) use the Program, except as expressly permitted by Section 1.1 of this Agreement; (c) reverse engineer or disassemble the Program for any purpose to circumvent the need for obtaining a license copied or otherwise adapted in order to circumvent the need for obtaining a license for use of the Program; (d) remove any proprietary notices on or in the Program; (e) use the Program in an illegal or fraudulent manner; or (f) use the Program as the basis of a commercial software or hardware tool or service, or to develop, improve or train a software or hardware tool or service that competes with the Program. Licensee agrees to include appropriate attribution if any results obtained from use of the Program are included in any public reference or report, including without limitation in Notice of attribution: The GATK program was made available by the Broad Institute, Inc. through Google Cloud Platform. 2. OWNERSHIP OF INTELLECTUAL PROPERTY Licensee acknowledges that title to the Program shall remain with Broad. Except as stated above for attribution purposes, Licensee shall not use the name of "The Broad Institute, Inc." or any variation, adaptation, or abbreviation thereof, or of any of its directors, officers, faculty, employees, agents, or affiliated investigators or any trademark owned by Broad, in any promotional material or other public announcement or disclosure without the prior written consent of Broad. The foregoing notwithstanding, Licensee may make factual statements during the term of this Agreement that Licensee is licensed to use GATK as a service as part of the 3. INDEMNIFICATION AND INSURANCE 3.1 Licensee shall indemnify, defend, and hold harmless Broad, its affiliates and participating institutions, and their respective current and former trustees, directors, officers, faculty, students, employees, affiliated investigators, and agents, and their respective successors, heirs and assigns, ("Indemnitees"), against any liability, damage, loss, or expense (including reasonable attorneys' fees and expenses) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of any theory of liability (including, without limitation, actions in the form of contract, tort, warranty, or strict liability and regardless of whether such action has any factual basis) arising out of or relating to any use of the Program or any product, process or service made, used, or sold or performed pursuant to any right or license granted under this Agreement or the gross negligence or willful misconduct of Licensee or any of its users. 4. NO REPRESENTATIONS OR WARRANTIES. LIMITATION OF LIABILITY. THE PROGRAM IS DELIVERED "AS IS". BROAD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE PROGRAM OR THE COPYRIGHT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. BROAD EXTENDS NO WARRANTIES OF ANY KIND AS TO PROGRAM CONFORMITY WITH WHATEVER USER MANUALS OR OTHER LITERATURE MAY BE ISSUED FROM TIME TO TIME. IN NO EVENT SHALL BROAD OR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATED INVESTIGATORS AND AFFILIATES BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER BROAD SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. This Agreement is personal to Licensee and any rights or obligations assigned by Licensee without the prior written consent of Broad shall be null and void. 6. ADDITIONAL RIGHTS Broad is an intended third party beneficiary of the Google Cloud Platform Terms of Service to the extent they relate to use of the Program. 7. MISCELLANEOUS 7.1 General Compliance with Laws. Licensee shall comply with all government statues and regulations that relate to use of the Program. These include but are not limited to FDA statutes and regulations, the Export Administration Act of 1979, as amended, 50 App. U.S.C. 2041 et. seq., and the regulations promulgated thereunder or other applicable export statutes or regulations. Licensee bears sole responsibility for any violation of such laws and regulations and shall indemnify, defend and hold Broad harmless for the consequences of any such violation. Licensee gives assurance that it will comply with all United States export control laws and regulations controlling the export of the Program, including, without limitation, all Export Administration Regulations of the United States Department of Commerce. Among other things, these laws and regulations prohibit, or require a license for, the export of certain types of software to specified countries. 7.2.1 Agreement Term. The term of this Agreement will begin on the date of first use of the Program by Licensee and continue until the Agreement is terminated as set forth in this 7.2.2 Termination for Breach. Either party may terminate this Agreement for breach if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches. In addition, Broad may terminate any, all, or any portion of the offering of the Program as a service through Google Cloud Platform, if Licensee meets any of the conditions in subparts (i), (ii), and/or (iii) above. 7.2.3 Termination for Convenience. Licensee may terminate this Agreement at any time by ceasing to use the Program. Broad may terminate this Agreement for its convenience at any time without liability to Licensee. 7.3 Survival. The following provisions shall survive the expiration or termination of this Agreement: Articles 2, 3, 4 and 6 and Sections 1.2, 7.3, 7.4, 7.5, 7.6, 7.7 and 7.8. 7.4.1 Broad may make updates and modifications to the Program, and may discontinue the offering of the Program, or any portion or feature thereof, as a service through Google Cloud Platform for any reason at any time without liability to Licensee. 7.4.2 Broad may make changes to this Agreement from time to time. Unless otherwise noted by Broad, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If Licensee does not agree to the revised Agreement, Licensee must immediately cease using the Program. 7.5 Waiver; Entire Agreement. Any waiver of any rights or failure to act in a specific instance shall relate only to such instance and shall not be construed as an agreement to waive any rights or fail to act in any other instance, whether or not similar. This Agreement, together with the Google Cloud Platform Terms of Service constitute the entire agreement among the parties with respect to Licensee's use of the Program and supersedes prior agreements or understandings between the parties relating to its subject matter. 7.6 Binding Effect; Headings. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. All headings are for convenience only and shall not affect the meaning of any provision of this Agreement. 7.7 Governing Law. This Agreement shall be construed, governed, interpreted and applied in accordance with the internal laws of the Commonwealth of Massachusetts, U.S.A., without regard to conflict of laws principles. 7.8 Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.