LICENSE

Platform License Agreement
For non-commercial use

*Last Updated: Feb 23, 2023*

This Platform License Agreement (this “Agreement”) is made between you (“You,” “Your,” or “Licensee”) and The Jackson Laboratory (“Licensor” or “We”). This Agreement permits You to access and use the Licensed Platform subject to Your acceptance of all the terms and conditions contained in this Agreement. Please read this Agreement carefully. Your access to or use of the Licensed Platform shall be deemed Your acceptance of this Agreement. If You do not agree to any of the terms and conditions set forth in this Agreement, Licensor is unwilling to grant You the license contained in this Agreement and You should not access or use the Licensed Platform.

1 LICENSED PLATFORM

1.1 **Grant**.
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the functionality of the Licensed Platform (and to download and use any downloadable software applications used to deliver the Licensed Platform on Your computer or mobile device) solely for Non-Commercial purposes. “Licensed Platform” means the latest version of Licensor’s data acquisition software platform made available to You, including video capture and recording software, user documentation, libraries, algorithms and other features, functionalities and services included therein or therewith, along with all websites and cloud-based and downloadable software applications used to deliver the foregoing. “Non-Commercial” means not having nor being intended to or directed toward commercial advantage or monetary compensation.

1.2 **License Limitations**.
Nothing in this Agreement shall be construed to confer any rights upon Licensee except as expressly granted herein. Licensee may not use or exploit the Licensed Platform other than as expressly permitted by this Agreement. Licensee may not, nor may Licensee permit any third party to, reproduce, distribute, publicly display, translate, reverse engineer, decompile, disassemble or create derivative works based on the Licensed Platform or any portion thereof. Licensee acknowledges that Licensor reserves the right to offer to Licensee or any third party a license for commercial use and distribution of the Licensed Platform on terms and conditions different than those contained in this Agreement. If You are interested in commercial use of the Licensed Platform, please contact the Licensor.

1.3 **Captured Video Data**.
For avoidance of doubt, the license grant set forth in Section 1.1 and the license limitations set forth in Section 1.2 shall be read together to permit Your use of the Licensed Platform to capture full frame video, compress the full frame video to provide compressed video, and store the compressed video (known collectively as “Captured Video Data”), provided that (1) You may use such Captured Video Data solely for Non-Commercial purposes as defined in Section 1.1, (2) You may not, without the prior written consent of Licensor, which Licensor may withhold in its sole discretion, use such Captured Video Data for commercial purposes or distribute such Captured Video Data, and (3) You hereby acknowledge and agree that Licensor may use such Captured Video Data for Non-Commercial purposes and/or to improve the Licensed Platform without obligation to You. If You are interested in commercial use or distribution of any Captured Video Data, please contact Licensor.

1.4 **Standards Essential Patents**
If the Licensed Platform implements any industry standards, and if any patent held by Licensor is identified as necessary to implement such standards (“Standards Essential Patent” or “SEP”), Licensor agrees to offer licenses to such SEP on fair, reasonable, and non-discriminatory (FRAND) terms to any person or entity that requests such a license in accordance with the terms and conditions set forth in this Section. Any party seeking a license to a SEP shall send a written request to Licensor, specifying the exact SEP at issue and providing sufficient information to allow Licensor to determine that the request is for a SEP. Licensor shall respond in writing within a reasonable time, but not fewer than sixty (60) days, of receiving such request. Licensor and the requesting party shall negotiate in good faith the terms of the license, including without limitation, the royalty rate and any other material terms of the license. If the parties cannot reach agreement within a reasonable time, either party may submit the dispute to an arbitrator or mediator for resolution.

1.5 **Open Source Software**
The Licensed Platform may contain certain open-source software components, which are subject to the terms and conditions of the open-source licenses applicable to such components. To the extent of any conflict between the terms of this license and the applicable open-source license, the terms of the open-source license shall govern solely with respect to such open-software components. Licensee acknowledges that the open-source software components included in the Licensed Platform are provided on an “as is” basis, without warranties of any kind, and that Licensor has no liability with respect to any such components. Licensee further acknowledges that Licensor makes no representation or warranty that any such components are free from errors or defects, or that they will operate without interruption. Licensor grants Licensee a non-exclusive, non-transferable license to use the open-source software components included in the Licensed Platform. Licensee shall not modify or distribute any open-source software component in a manner that would cause the component to be subject to any license other than the applicable open-source license(s). Licensee shall not use any open-source software component for any purpose other than as a component of the Licensed Platform. The licensing terms for the Licensed Platform shall not be abridged by this Section on open-source components.

1.6 **No Support or Maintenance**
Licensee acknowledges and agrees that the Licensed Platform is provided on an “as is” basis and that Licensor has no obligation to provide any support or maintenance services for the Licensed Platform.

1.7 **Modification**
The Licensee may modify the Licensed Platform provided that such modifications are solely for the purpose of customizing the Licensed Platform to meet the specific needs of the Licensee. The Licensee agrees to indemnify and hold harmless the Licensor and its affiliates, officers, employees, and agents from any and all claims, damages, and expenses arising from any modification of the Licensed Platform by the Licensee. The Licensee acknowledges that any modification of the Licensed Platform may void any warranty provided by the Licensor and may result in the Licensed Platform no longer functioning properly. The Licensee is solely responsible for testing and verifying any modifications to the Licensed Platform. Licensee shall grant Licensor a worldwide, royalty-free, non-exclusive, irrevocable license to any modifications made to the Licensed Platform under this Section.

1.8 **Ownership Rights**.
Except for the limited license rights expressly granted to Licensee under this Agreement, Licensee acknowledges that Licensor (and its applicable licensors, if any) retains all right, title and interest, including all intellectual property and other proprietary rights, in and to the Licensed Platform, including any modifications of and derivative works based on the Licensed Platform.

1.9 **Feedback**.
If You provide feedback or suggestions about the Licensed Platform, then Licensor may use such information without obligation to You.

2 USER DATA

2.1 **Grant**.
You hereby grant to Licensor a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to access and use User Data solely to operate and improve the Licensed Platform. “User Data” means Input Data and Output Data. “Input Data” means the control instructions, video capture requests, video clip durations, compression information, file storage locations, server information, videos, images and other data uploaded or otherwise submitted by You to, or collected, downloaded or otherwise received from You by, the Licensed Platform. “Output Data” means data produced through processing of Input Data via the Licensed Platform.

2.2 **Ownership Rights**.
Except for the limited license rights expressly granted to Licensor under this Agreement, Licensor acknowledges that Licensee (and its applicable licensors, if any) retains all right, title and interest, including all intellectual property and other proprietary rights, in and to User Data.

2.3 **Your Responsibility for Input Data**.
You represent and warrant that: (i) You are the owner of the Input Data or otherwise have all necessary licenses, right, consents and permissions (including all permissions required under applicable privacy and intellectual property laws) to upload the Input Data to the Licensed Platform and to authorize Licensor to access and use the Input Data to operate the Licensed Platform; and (ii) such uploading, access and use does not and will not infringe, misappropriate or violate any third party’s intellectual property, privacy, publicity or other legal rights or violate any applicable law or regulation.

2.4 **Your Responsibility for Your Projects**.
If You are the Project Manager with respect to a Project, then, as between You and Licensor, You are solely responsible for: (1) the acts and omissions of the Project Manager and Project Collaborators with respect to the Project, including their compliance with this Agreement, (2) establishing and enforcing any agreements and policies with Project Collaborators governing their activities with respect to the Project, including, for example, relating to maintenance of the confidentiality of User Data relating to the Project, (3) ensuring that the hosting and processing of User Data in connection with the Project is in compliance with all applicable laws, which may require obtaining consents, authorizations and other rights from third parties, and (4) responding to, defending and resolving any disputes relating to the Project. “Project” means a specific workflow and/or workspace organized within the Licensed Platform for purposes of coordinating and managing one or more permitted uses of the Licensed Platform. “Project Manager” means the user of the Licensed Platform who establishes, configures and administers a Project. “Project Collaborator” means any user of the Licensed Platform authorized to access and/or participate in a Project under the configurations managed by the Project Manager.

3 DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY; INDEMNITY

3.1 **DISCLAIMER OF WARRANTY**.
LICENSOR PROVIDES THE LICENSED PLATFORM ON A NO-FEE BASIS “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, SECURITY, ACCURACY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR MAKES NO WARRANTY THAT THE LICENSED PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR THAT LICENSOR WILL CONTINUE TO OFFER OR MAKE AVAILABLE THE LICENSED PLATFORM FOR ANY PARTICULAR LENGTH OF TIME, AND LICENSOR RESERVES THE RIGHT TO CHANGE AND UPDATE THE LICENSED PLATFORM WITHOUT NOTICE TO YOU. LICENSOR MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR CONTENT OBTAINED THROUGH THE LICENSED PLATFORM OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE LICENSED PLATFORM. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE LICENSED PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE LICENSED PLATFORM. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE LICENSED PLATFORM.

3.2 **LIMITATION OF LIABILITY**.
LICENSEE ASSUMES FULL RESPONSIBILITY AND RISK FOR ANY LOSS RESULTING FROM LICENSEE’S ACCESS TO AND USE OF THE LICENSED PLATFORM (INCLUDING YOUR DOWNLOADING AND USE OF ANY DOWNLOADABLE SOFTWARE APPLICATIONS USED TO DELIVER THE LICENSED PLATFORM). IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM THE LICENSED PLATFORM OR LICENSEE’S USE OF THE LICENSED PLATFORM, REGARDLESS OF WHETHER LICENSOR IS ADVISED, OR HAS OTHER REASON TO KNOW, OR IN FACT KNOWS, OF THE POSSIBILITY OF THE FOREGOING. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL AND MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LICENSOR AND LICENSEE, AND SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE LICENSED PLATFORM.

3.3 **Acknowledgement**.
Without limiting the generality of Sections 3.1 and 3.2, Licensee acknowledges that the Licensed Platform is provided as an information resource only and should not be relied on for any diagnostic or treatment purposes.

3.4 **Indemnity**.
You agree to defend, indemnify, and hold Licensor, its subsidiaries and affiliates, and their officers, directors, employees, agents, representatives and attorneys harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) Your access to or use of the Licensed Platform; (ii) Your violation of this Agreement; and/or (iii) Your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive the termination or expiration of this Agreement or Your use of the Licensed Platform.

4 TERM AND TERMINATION

4.1 **Term**.
This Agreement commences on the date on which You first access or use the Licensed Platform and will continue until terminated in accordance with Section 4.2.

4.2 **Termination**.
If Licensee breaches any provision hereunder, or otherwise engages in any unauthorized or objectionable use of the Licensed Platform, or if Licensor ceases to provide access to the Licensed Platform, Licensor may terminate this Agreement immediately, and You shall not be entitled to any refunds, credits or other consideration. Unauthorized or objectionable use shall include, but not be limited to: a) using the Licensed Platform to engage in any illegal activity, including but not limited to the distribution or transmission of malicious software, viruses, or other harmful or disruptive content; b) using the Licensed Platform in any manner that violates any third-party intellectual property rights or proprietary rights; c) using the Licensed Platform to distribute or transmit any content that is unlawful, harmful, defamatory, or otherwise objectionable; and e) using the Licensed Platform to interfere with or disrupt any network or system, or to engage in any unauthorized access or hacking activity. Licensee may terminate this Agreement at any time upon written notice to Licensor. Upon termination, the license granted under Section 1 will terminate and Licensee will immediately cease using the Licensed Platform and destroy all copies of any downloadable software applications used to deliver the Licensed Platform in its possession. Licensee will certify in writing that it has complied with the foregoing obligation.

5 MISCELLANEOUS

5.1 **Future Updates and Modification**.
Licensor reserves the right, at its sole discretion, to modify, discontinue or terminate the Licensed Platform or to modify this Agreement, at any time and without prior notice. If We modify this Agreement, We will post the modification via the Licensed Platform or provide You with notice of the modification. We will also update the “Last Updated” date at the top of this Agreement. By continuing to access or use the Licensed Platform after We have posted a modification via the Licensed Platform or have provided You with notice of a modification, You are indicating that Your agreement and express consent to be bound by the modified Agreement. You may also be asked to re-acknowledge and re-accept the Agreement following any material changes. If the modified Agreement is not acceptable to You, You may cease using the Licensed Platform and this is Your only recourse.

5.2 **Entire Agreement**.
This Agreement constitutes the sole and entire agreement between the parties as to the subject matter set forth herein and supersedes are previous license agreements, understandings, or arrangements between the parties relating to such subject matter.

5.3 **Governing Law**.
This Agreement shall be construed, governed, interpreted and applied in accordance with the internal laws of the State of Maine, U.S.A., without regard to conflict of laws principles. The parties agree that any disputes between them may be heard only in the state or federal courts in the State of Maine, and the parties hereby consent to venue and jurisdiction in those courts.