Copyright (c) 2014-2024, MiLaboratories Inc. All Rights Reserved

By exercising the Licensed Rights, the User accepts and agrees to be bound by
the terms and conditions of this international public end-user license
(the "License"). To the extent this License may be interpreted as a contract,
the User is granted the Licensed Rights in consideration of the User's
acceptance of these terms and conditions, and the Licensor grants the User such
rights in consideration of benefits the Licensor receives from making the
Software available under this License.

By downloading the Software, the User represents and warrants to the Licensor
that the User is an Academic User and will only use the Software for Academic
Use in accordance with the terms of this License.


Section 1 - Definitions.

In this License:

"Academic Institution" means an educational institution dedicated to education
 and research, which grants academic degrees.

"Academic Use" means use by an Academic User that is: (a) is for educational or
 public research purposes; (b) not intended for or directed towards commercial
 advantage or monetary compensation; and (c) not conducted using funds from any
 external source. 

"Academic User" means a faculty member, a student, or a member of the research
 or administrative staff of an Academic Institution. 

"Commercial License" means a paid license granted by the Licensor entitling the
 licensee to use the Software for purposes other than Academic Use.

"Copyright and Similar Rights" means copyright and/or similar rights closely
 related to copyright, without regard to how the rights are labeled or
 categorized.

"Licensed Rights" means the rights granted to the User subject to the terms and
 conditions of this License, which are limited to all Copyright and Similar
 Rights that apply to the User's use of the Software and that the Licensor has
 authority to license.

"Licensor" means MiLaboratories Inc., a Delaware corporation.

“MiXCR” means MiXCR, the Licensor's proprietary software for comprehensive,
 adaptive immunity profiling for immunoglobulin (IG) and T-cell receptor
 extraction of T- and B- cell receptor repertoires from any type of sequencing
 data. 

“Platforma” means Platforma, the Licensor’s proprietary computational biology
 platform, powered by AI large language models, for the streamlining and
 simplification of biological analysis. 

"Software" means: (a) MiXCR; or (b) Platforma. All title and copyrights for and
 to the Software, including but not limited to any copywritten images, demos,
 source code, and intermediate files incorporated into the Software, the
 accompanying materials, and any copies of the Software are the intellectual
 property of and are owned by the Licensor.

"User" means the Academic User exercising the Licensed Rights under this
 License.


Section 2 - License Grant.

Subject to the terms and conditions of this License, the Licensor hereby grants
the User a worldwide, non-exclusive, royalty-free, non-sublicensable,
non-transferable license to exercise the Licensed Rights in the Software to
download, install and use of the Software for Academic Use only.

The User is not authorized by this License to modify, distribute or make
derivatives of the Software.

The User is not authorized by this License to assert or claim that the User or
its use of the Software is connected with, or sponsored, endorsed, or granted
official status by, the Licensor.

Patent and trademark rights are not licensed under this License.

Those desiring to incorporate the Software into commercial products or use the
Software or any derivatives from the Software for any purpose other than
Academic Use should contact MiLaboratories Inc., which owns exclusive licensing
and distribution rights for the Software, using the following email address:
licensing@milaboratories.com.


Section 3 - License Conditions.

A User's exercise of the Licensed Rights is expressly made subject to the
following conditions:

(1) If requested by the Licensor, the User must remove the Software.

(2) The User shall not (and shall not allow any other person to):

• distribute the Software to third parties;
• provide access to the Software to third parties;
• decompile, disassemble, or otherwise reverse engineer the Software or attempt
  to discover any source code or underlying ideas or algorithms of the
  Software;
• remove any product identification, copyright or other notices embedded within
  the Software;
• modify or create a derivative work of the Software;
• export the Software in violation of applicable laws or regulations;
• copy the Software or any portion thereof except as provided in this License;
• disclose any performance information or analysis (including, without
  limitation, benchmarks) from any source relating to the Software; or
• rent, lease, loan, sale or assign the Software or derivative works based on
  the whole or any part of the Software.

(3) The User acknowledges that third-party software may be embedded or otherwise
delivered with the Software. The User may only use such third-party software as
integrated with and part of the Software. The licensors of the third-party
software are intended beneficiaries of this License as it pertains to the
User’s rights to use such software.

Any collaboration between an Academic User and a person or entity that is not an
Academic User requires a Commercial License. Any such collaboration undertaken
without first obtaining a Commercial License constitutes a breach of this
License. 


Section 4 - Disclaimer of Warranties and Limitation of Liability.

THE SOFTWARE PROVIDED HEREIN IS ON AN "AS IS" BASIS, AND THE LICENSOR HAS NO
OBLIGATION TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, ENHANCEMENTS, OR
MODIFICATIONS. THE LICENSOR MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES
OF ANY KIND, EITHER IMPLIED OR EXPRESS, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
THAT THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT, TRADEMARK OR OTHER
RIGHTS.

THE LICENSOR DOES NOT GUARANTEE THAT THE SOFTWARE WILL MEET THE USER’S
EXPECTATIONS OR REQUIREMENTS. THE LICENSOR DOES NOT GUARANTEE THAT THE SOFTWARE
IS ERROR-FREE. THE LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY
REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE
IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK
ARISING OUT OF THE USE OF THE SOFTWARE REMAINS WITH THE USER.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE LICENSOR SHALL CREATE A
WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

IN NO EVENT SHALL THE LICENSOR BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS,ARISING
OUT OF THE USE OF THE SOFTWARE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.


Section 5 - Term and Termination.

This License applies for the term of the Copyright and Similar Rights licensed
herein. However, if the User fails to comply with this License, then the User's
rights under this License terminate automatically.

Where the User's right to use the Software has terminated under the preceding
paragraph, it reinstates: (a) automatically as of the date the violation is
cured, provided it is cured within thirty (30) days of the User's discovery of
the violation; or (b) upon express reinstatement by the Licensor.

For the avoidance of doubt, nothing in this Section 5 affects any right the
Licensor may have to seek remedies for the User's violation of this License.

Sections 1 (Definitions), 4 (Disclaimer of Warranties and Limitation of
Liability), 5 (Term and Termination), 8 (Other Terms and Conditions), 9
(Interpretation) and 10 (Governing Law / Forum and Venue) survive termination
of this License.


Section 6 - Collection of Statistics and Data

Through the Software, the Licensor may collect anonymized statistics and other
information, including the User's IP address and the size of raw data files
processed by the User (rounded to the nearest hundred megabytes). The User
hereby consents to the collection and processing of such data by the Licensor.


Section 7 – Marketing

The User grants the Licensor a limited, non-exclusive right to place the User’s
trademarks and logos on the Licensor’s web site and marketing materials solely
for the purpose of identifying the User as a user of the Software.


Section 8 - Other Terms and Conditions.

The Licensor shall not be bound by any additional or different terms or
conditions communicated by the User unless expressly agreed.

Any arrangements, understandings, or agreements regarding the Software not
stated herein are separate from and independent of the terms and conditions of
this License.


Section 9 - Interpretation.

For the avoidance of doubt, this License does not, and shall not be interpreted
to, reduce, limit, restrict, or impose conditions on any use of the Software
that could lawfully be made without permission under this License.

To the extent possible, if any provision of this License is deemed
unenforceable, it shall be automatically reformed to the minimum extent
necessary to make it enforceable. If the provision cannot be reformed, it shall
be severed from this License without affecting the enforceability of the
remaining terms and conditions.

No term or condition of this License will be waived and no failure to comply
consented to unless expressly agreed to by the Licensor.

Nothing in this License constitutes or may be interpreted as a limitation upon,
or waiver of, any privileges and immunities that apply to the Licensor or the
User, including from the legal processes of any jurisdiction or authority.


Section 10 - Governing Law / Forum and Venue.

This License shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without giving effect to any choice of
law rule that would cause the application of the laws of any jurisdiction other
than the internal laws of the State of Delaware to the rights and duties of the
Licensor and the User.

Any judicial action or proceeding arising hereunder or relating hereto shall be
brought in, and the User hereby consent to the exclusive, personal jurisdiction
of, the Courts of the State of Delaware.


Section 11 – Changes.

From time to time, the Licensor may change the terms and provisions of this
License. When these changes are made, the Licensor will make a new version of the License
publicly available.

You understand and agree that if you use the Software after the date on which
the License has been changed, the Licensor will treat your use as acceptance of
the updated License.


Section 12 – Contacts.

If you have any questions, concerns, or complaints regarding this License or the
Software, please contact the Licensor using the details below:

https://milaboratories.com/contacts
licensing@milaboratories.com

This document was last updated on April 15, 2024
