BAMarrayTM Software Trial License

Upon execution of this BAMarrayTM Software Trial License ("Trial License") and subject to the terms and conditions set forth below, Case Western Reserve University ("CASE") will grant TRIAL LICENSEE, a non-exclusive and nontransferable license to use the BAMarrayTM Software on a single Workstation without charge for 30 days (the "Trial Period") solely for the purpose of evaluation.

By executing this Trial License, TRIAL LICENSEE agrees to comply with this Trial License in all matters relating to its possession and use of the BAMarrayTM Software.

1. TRIAL LICENSE: TRIAL LICENSEE may download, install and operate the Software on a single Workstation for evaluation purposes only for 30 days. For purposes of this Trial License, "Workstation" means a computer used to run application software by a single end-user at a time and configured or used in a manner to prevent additional end users from operating its application software by means of one or more remote computers connected on a network. TRIAL LICENSEE shall not copy, modify, distribute, sublicense, or reverse engineer the BAMarrayTM Software or permit others to do so. TRIAL LICENSEE shall not permit third parties to access or use the BAMarrayTM Software or to examine the its computer code. TRIAL LICENSEE shall not remove any copyright notices or trademarks affixed to, or generated during use of, the BAMarrayTM Software.

2. DELIVERY, ACTIVATION, AND DEACTIVATION: BAMarrayTM Software will be delivered electronically to TRIAL LICENSEE via access granted to a password protected URL from which it may be downloaded. By email, CASE will provide TRIAL LICENSEE with the URL, a password, and a license key required for activation and use of the BAMarrayTM Software during the Trial Period. The BAMarrayTM Software will automatically deactivate and become disabled upon expiration of the Trial Period. Continued use of the BAMarrayTM Software after the Trial Period will require a new license key, which will be issued by CASE only upon execution of a written license agreement and payment of applicable license fees.

3. NO WARRANTIES: ANY AND ALL SOFTWARE, INFORMATION, OR SERVICES PROVIDED BY CASE UNDER, OR IN CONNECTION WITH, THIS TRIAL LICENSE ARE PROVIDED "AS IS." CASE MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER AND DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, INFORMATIONAL CONTENT, ACCURACY, NONINFRINGEMENT, OR INTEROPERABILITY. CASE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, SUCH AS LOSS OF PROFITS, WHETHER GROUNDED IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY, CONTRACT, OR OTHERWISE, EVEN IF IT HAS PREVIOUSLY BEEN ADVISED OF THE RISK OF SUCH DAMAGES.

4. LIMITATION OF LIABILITY: CASE shall not have any responsibilities or liabilities whatsoever with respect to use of the Software or Technology.

5. INDEMNIFICATION: TRIAL LICENSEE hereby agrees to defend, indemnify and hold harmless CASE, its trustees, officers, employees, attorneys and agents from all claims or demands made against them (and any related losses, expenses or attorney’s fees) arising out of or relating to TRIAL LICENSEE's use or misuse of, or conduct or misconduct, regarding the Software or Technology including but not limited to, any claims or demands of product liability, personal injury, death, damage to property or violation of any laws or regulations.

6. PROPRIETARY RIGHTS: TRIAL LICENSEE acknowledges that all title and interest, including all patent, copyright, trademark and trade secret rights, in the BAMarrayTM Software, the technology incorporated therein, and the trademark BAMarrayTM are the exclusive property of CASE. TRIAL LICENSEE agrees neither to do nor to permit any act which may in any way jeopardize or be detrimental to the validity of such patent, copyright, trademark, trade secret or other rights and specifically agrees not to copy, modify, distribute, sublicense, disassemble, reverse compile or reverse engineer any code underlying the Software. IF TRIAL LICENSEE BREACHES ITS OBLIGATIONS UNDER THIS SECTION 6, CASE SHALL BE ENTITLED TO EQUITABLE RELIEF (INCLUDING ORDERS FOR SPECIFIC PERFORMANCE AND INJUNCTIONS), AS WELL AS MONETARY DAMAGES.

7. TERMINATION: CASE may terminate this Trial License at any time for any reason, or for no reason. Upon termination or expiration of this Trial License, TRIAL LICENSEE shall immediately cease all use of the Software and Technology and return to CASE or destroy all copies of the Software in its possession.

8. MISCELLANEOUS: This Trial License is governed by and construed under the laws of the State of Ohio. In the event of a dispute, all claims shall be the subject of binding arbitration before the American Arbitration Association in Cleveland, Ohio, each party to bear its own costs and the costs of the arbitrator to be shared equally. No waiver of terms, covenants, or conditions of this Trial License shall be effective, unless made expressly in writing by a party. The waiver of any default or breach of this Trial License shall not constitute a waiver of any other or subsequent default or breach. The Trial License is the entire agreement of the parties and supercedes any prior oral or written understandings related hereto. The Trial License may not be altered or amended except by written agreement of the parties.