Terms of Service

Welcome to the Seven Bridges Platform!

By using this website, and all related tools and services (collectively the “Services”), you indicate your unconditional acceptance of the following Terms of Service.

Throughout these Terms of Service, “you” or “your” refers to you as the user accessing or using any of the Services, or if you are using the Services on behalf of an entity such as your employer, “you” or “yours” refers to that entity. You represent and warrant that you have the legal right and capacity to enter into these Terms of Service in your jurisdiction, and if you are using the Services on behalf of an entity, you represent and warrant that you are authorized to agree to these Terms of Service on the entity’s behalf. “Seven Bridges”, “we”, “us”, or “our” shall refer to Seven Bridges Genomics Inc.

You may be accessing and using the Services in connection with an agreement (“Service Agreement”) between us and a third party to enable one or more of its employees or contractors to act as a user of the Services. The parties (you and us) agree and acknowledge that, if you are accessing or using the Services in connection with a Service Agreement, that the Service Agreement will supersede these Terms of Service in the event of a conflict.

You agree to all of the terms of these Terms of Service. Please read these Terms of Service carefully, as they may have changed since your last visit. We reserve the right to change these Terms of Service from time to time for any reason, which shall be effected by posting of the updated Terms of Service on the Website. These Terms of Service apply to all the services and features available on the Website unless otherwise expressly indicated herein or on the Website.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND SEVEN BRIDGES. FURTHER, THESE TERMS OF SERVICE CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND SEVEN BRIDGES ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 16 “AGREEMENT TO ARBITRATE”).

1. Scope of Service, Registration and User Responsibilities.

a. Services, Seven Bridges Platform and Analysis Tools. We provide Services as a service to the User community, subject to these Terms of Service. The available Services include a platform (the “Seven Bridges Platform” or “Platform”) to help our Users process genomics data through analysis pipelines comprised of third-party and Seven-Bridges-proprietary tools made available through the Website from time to time (“Analysis Tools”).

b. Limitations. You are responsible for obtaining any equipment and Internet service necessary to access our Services, including without limitation the Seven Bridges Platform, and for paying any fees for the Service and/or Analysis Tools you select from time to time. We may alter, suspend, or discontinue our Services, in whole or in part, at any time and for any reason, without notice. We may restrict access to portions of our Services, including without limitation the Seven Bridges Platform, for some or all users, from time to time. The Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

c. Registration. In order to use the Services, we ask you to complete a registration form, choose a username, provide an email address, and create a password (“Login Credentials”). During any such registration, you are required to give truthful contact information (such as email address) in accordance with these Terms of Service. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials. For your convenience as a Seven Bridges user, all information that you provide to Seven Bridges is subject to Seven Bridges’ Privacy Policy. You are responsible for keeping your registration information up to date through your Account Settings page.

2. Data and Content Rights and Obligations.

a. Submitted Data. You may submit genomic data to Seven Bridges from time to time during the Term (“Submitted Data”); provided that such Submitted Data shall only be provided to Seven Bridges and the Seven Bridges Platform in compliance with applicable law and regulation and your rights in such Submitted Data. You hereby grant to Seven Bridges the non-exclusive right to aggregate the Submitted Data, such that such aggregated data does not identify you or any individual, (“Aggregated Data”) and to analyze, copy, use and disclose Aggregated Data during and after the term of these Terms of Service in any manner, including, without limitation, in connection with improving the Services.

b. Other User Content. The Seven Bridges Platform may permit you to provide Submitted Data, other data, additional tools, pipelines and other content (collectively, “User Content”), for use (i) by you and/or (ii) by one or more other users of the Seven Bridges Platform selected by you using the “Project Members” features of the Platform. You hereby grant to Seven Bridges a perpetual, royalty-free, worldwide, non-exclusive license to use, copy, modify and distribute such User Content for this purpose. All such User Content is provided by you “AS IS”, except that you covenant that you will deliver only User Content for which you have the right to grant the rights set forth in this Section 2(b). Seven Bridges covenants that it will provide the User Content only to recipients who have agreed to limitations on warranties and liability consistent with the provisions of these Terms of Service.

c. Your Content Generally. You are solely responsible for any User Content that you submit, use, display or share on or via the Service. You must not submit, upload, post, display or share any User Content that you do not have the right to copy, use or share for the purpose of your use of the Services. If you choose to provide User Content, you agree that you will provide accurate, complete, and up to date information as requested on the screens that collect information from you.

d. User Representations. You represent and warrant that: (i) you own the User Content submitted and used by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Service; (ii) the submission and use of your User Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of User Content you submit or use on or through the Service;.

e. Monitoring. We have the right, but not the obligation, to monitor User Content submitted to our Services, to determine compliance with these Terms of Service and any other applicable rules that we may establish. We have the right in our sole discretion to edit or remove any material submitted to or posted through our Services. Without limiting the foregoing, we have the right to remove any material that Seven Bridges, in its sole discretion, finds to be in violation of these Terms of Service or otherwise objectionable, and you are solely responsible for the User Content that you post to our Services.

f. Required Disclosures. You acknowledge and agree that Seven Bridges may store and/or preserve User Content and may also disclose User Content and/or other information provided by you if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of these Terms of Service; (c) respond to claims that any User Content violates the rights of third-parties in accordance with these Terms of Service; and/or (d) protect the rights, property, or personal safety of Seven Bridges, its representatives and/or agents, its users or the public.

3. Intellectual Property; Restricted License.

a. Ownership of the Seven Bridges Platform and Other Content. You acknowledge that the structure, organization, and code used in conjunction with the Services, including without limitation the Seven Bridges Platform, and all content available via the Services are proprietary to Seven Bridges and/or Seven Bridges’ supplier(s), and that Seven Bridges and/or its suppliers retain exclusive ownership of the Services and Seven Bridges Platform, documentation, and any other intellectual property rights relating thereto, including all modifications, enhancements, derivatives, and other software and materials relating to the Seven Bridges Platform, and all copies thereof whether pre-existing or developed in the future (“Seven Bridges Content”). The Seven Bridges Content may contain errors, defects or inaccuracies. Seven Bridges reserves the right to make changes to the Seven Bridges Content without obligation to issue any notice of such changes.

b. Trademarks. The service marks and trademarks of Seven Bridges, including without limitation “Seven Bridges” and the Seven Bridges logos, are service marks owned by Seven Bridges Genomics Inc. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner. You shall not remove any proprietary, copyright, trademark, or service mark legend from any Seven Bridges Content.

c.Use of Seven Bridges Content. You may view, copy, and download Seven Bridges Content that is made available to you on our Website or through our Services, subject to the following conditions:

(i) You shall not have the right to copy or download any Seven Bridges Content unless explicitly permitted by Seven Bridges.

(ii) You may only use the Seven Bridges Content for your own research purposes in compliance with all laws and regulations that apply to you.

(iii) You shall not sell, transfer, publish, disclose, display, distribute, transmit, perform, license or otherwise make available the Seven Bridges Content or copies thereof to others. You may not resell the Services or use the Services to provide substantially-similar services to any third party.

(iv) Except as otherwise expressly permitted by these Terms of Service, you may not copy, otherwise reproduce, modify, or adapt the Seven Bridges Content in whole or in part, including without limitation by posting the Seven Bridges Content on any network computer or distributing the Seven Bridges Content on or in any media.

(v) You agree to make all necessary and reasonable efforts to comply with the above provisions in the same manner which you take to secure and protect you own intellectual property rights, but no less than reasonable care, in order to maintain Seven Bridges’ rights therein.

d. No Other Rights. Nothing contained within our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Seven Bridges Content or trademarks displayed on our Services, except: (a) as expressly permitted by these Terms of Service; or (b) with Seven Bridges’ prior written permission or the permission of the third party that owns the trademark or copyright of the Seven Bridges Content displayed on our Services.

e. Suggestions. You may provide Seven Bridges with suggestions for improvements, modifications or enhancements to the Services from time to time in connection with the Services (“Suggestions”). All such Suggestions are provided “AS IS.” You hereby grant to Seven Bridges a non-exclusive, royalty-free, perpetual, irrevocable license under all Suggestions and all intellectual property rights therein, to copy, use and modify such Suggestions and to make, have made, use, import, offer to sell and sell products and services incorporating such Suggestions.

4. Copyright Infringement; Notice and Take Down Procedures

Seven Bridges accepts notices of copyright infringement filed in accordance with the requirements of the Digital Millennium Copyright Act (“DMCA”). If you believe that any content on our Services infringes your copyright, please see our Copyright Policy for instructions on how to file a notice of infringement.

5. Analysis Tools; Third party links.

a. Analysis Tools. We currently make available Analysis Tools through our Services. Each such Analysis Tool is provided “AS IS” except for any third party warranties or other contractual commitments set forth separately via the Website specifically with respect to such Analysis Tools. Use or download of Analysis Tools may be subject to additional license agreement terms made available on our Website from time to time (each, a “Tool License Agreement”). We may provide certain information or descriptions about Analysis Tools or other third party products or services (collectively “Tool Descriptions”) that we prepare or that we obtain from independent third parties, such as from third party vendors. We do not warrant that Tool Descriptions are accurate, complete, reliable, current, or error-free. You agree that Seven Bridges is not liable in any way for the accuracy, completeness, timeliness or correct sequencing of the Tool Descriptions or other Seven Bridges Content, or for any decision made or action taken by you relying upon the Tool Descriptions or other Seven Bridges Content.

b. Third Party Links. Our Services may provide you with the ability to link to external sites, or download content from third party sites, from time to time. Such external links on our Services will lead to other websites, including advertised products or content sold or otherwise made available by outside vendors and companies. We provide any such links as a convenience to you. We are not liable for the content, goods, services, advertising, or other materials found on any external websites. Any logo of an third party used on the Website is a trademark of such third party or its affiliates.

c. No Endorsement. In no event shall any reference to any third party or third party product, content or service be construed as an approval or endorsement by Seven Bridges of that third party or of any product, content or service provided by a third party. Likewise, a link (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) to any third party website does not imply that we endorse or accept any responsibility for the content or use of such a website.

6. Prohibited Conduct.

a. Standards of Conduct. You agree that you will not engage in the following conduct and will not authorize or aid others in doing so:

(i) Transmit or submit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Seven Bridges.

(ii) Submit User Content you know is false, misleading, untruthful, or inaccurate.

(iii) Utilize any automated means, including without limitation scraping, to obtain content from the Services, with the exception of authorized use of the Seven Bridges API.

(iv) Post User Content which infringes another’s copyright, trademark or trade secret.

(v) Post unsolicited advertising or unlawfully promote products or services.

(vi) Harass, threaten or intentionally embarrass or cause distress to another person or entity.

(vii) Impersonate another person.

(viii) Introduce viruses, worms, Trojan horses and/or harmful code to the Services or implement a denial of service attack or introduce or implement any other code or routine which results in disruption or damage to the Services.

(ix) Obtain unauthorized access to any computer system through the Services.

(x) Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).

(xi) Use, or allow the use of, the Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations.

(xii) Encourage conduct that would constitute a criminal or civil offense.

(xiii) Use the Services on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity

(xiv) Reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Services or any software component of the Services or the Analysis Tools, except to the extent permitted by any separate Tool License Agreement applicable to such Analysis Tools as may be provided by Seven Bridges from time to time

(xv) Alter, damage or delete any data other than your own User Content or retrieve or record information about the Services or its uses

(xvi) Act in a fraudulent, tortious malicious, or negligent manner when using the Services.

b. You will promptly notify Seven Bridges of any complaints or objections to use of the Services by you made by a third party.

c. Consequences of Breach. Seven Bridges reserves the right to suspend or terminate any part or portion of the Services or terminate your access to the Services if it reasonably believes that you are misusing or abusing such Services or are otherwise in breach of these Terms of Service. Nothing in this Section 6 imposes on Seven Bridges an obligation to supervise or monitor use of the Services nor does this Section 6 limit Seven Bridges’ remedies for your breach of these Terms of Service.

7. Subscriptions; Payments.

a. Fees. We may make available the Services for free or for a fee from time to time. We reserve the right to change our fee structure at any time. If you purchase any Services that we offer for a fee, you agree to pay Seven Bridges directly or via a third party payment processing service provider. You also agree to pay the applicable fees for such Services as they become due plus all related taxes. You also agree to pay fees that may accrue after termination, where Submitted Data remains hosted on the Seven Bridges Platform, and any costs or fees arising from transitioning Submitted Data to a third party or deleting it upon termination.

b. Payment. You agree that Seven Bridges may charge your payment method for any services, subscriptions or products you purchase and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your account associated with your Login Credentials. Seven Bridges may require advance payment for some or all of the Services and may impose technical limitations which limit incurrence of fees beyond pre-paid amounts; provided that Seven Bridges is not obligation to implement such limitations. Any such technical limitations may delay or interfere with the Services. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING SEVEN BRIDGES WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES THROUGH ONE OF THE METHODS THAT WE LIST ON OUR SERVICES FROM TIME TO TIME.

c. Billing and Payment Policy. All information that you provide to Seven Bridges including your credit card information or payment account information is subject to Seven Bridges’ Privacy Policy. By submitting your payment account information, you grant Seven Bridges the right to store and process your information with a third party payment processing service provider, which it may change from time to time; you agree that Seven Bridges will not be responsible for any failures of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of the third party payment service in addition to these Terms of Service.

d. Refunds. Other than an expressly set forth on our Services as updated from time to time, Seven Bridges has no obligation to provide refunds or credits, but may grant them in certain circumstances to correct any errors made by Seven Bridges, in each case in Seven Bridges’ sole discretion.

8. Disclaimer of Warranty.

a. Do Not Rely on Results of the Services. SEVEN BRIDGES AND ITS AFFILIATES AND LICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY RESULTS GENERATED THROUGH THE USE OF THE WEBSITE OR SERVICES. Under no circumstances will we be liable for any loss or damage caused by your reliance on information in any Seven Bridges Content on our Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through our Services. You are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any results of the Services or other Seven Bridges Content.

b. Use is at your Risk. THE SERVICES ARE SOLELY FOR USE IN RESEARCH AND EDUCATIONAL USE, NOT FOR ANY DIAGNOSIS OR TREATMENT OF ANY HUMAN DISEASE OR CONDITION. USE OF THE SERVICES AND ANY SEVEN BRIDGES CONTENT IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE WEBSITE, THE SEVEN BRIDGES CONTENT, AND ALL SERVICES, TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE OR SERVICES ARE PROVIDED “AS IS”; WE PROVIDE NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, SEVEN BRIDGES DOES NOT WARRANT THAT: (I) THE SERVICES, ANALYSIS TOOLS OR RESULTS OF THE SERVICES WILL BE FREE OF ERRORS; (II) THE FUNCTIONS OR SERVICES, INCLUDING WITHOUT LIMITATION THE SEVEN BRIDGES PLATFORM AND THE ANALYSIS TOOLS, ARE PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED, OR (IV) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9. Indemnification.

By using our Services, you agree to indemnify, hold harmless and defend Seven Bridges from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Services and any User Content that you submit for use in connection with the Services.

10. Limitation of Liability.

a. Disclaimer. IN NO EVENT SHALL SEVEN BRIDGES BE LIABLE TO ANY USER OF OUR SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE WEBSITE OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

b. Limitation. SEVEN BRIDGES’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS OF SERVICE OR THE SERVICES, CUMULATIVELY BETWEEN YOU AND SEVEN BRIDGES, SHALL NOT EXCEED THE GREATER OF (I) $1.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO SEVEN BRIDGES FOR THE SERVICES, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

c. Waiver of Class Action. ANY CLAIMS BROUGHT BY YOU OR SEVEN BRIDGES MUST BE BROUGHT IN THAT PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

d. Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Disputes; Release.

a. Disputes Among Users. Neither Seven Bridges nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any user of the Service. Seven Bridges expressly disclaims any liability or claims that may arise between users of our Services or between users of our Services and third party vendors. You are solely responsible for your interactions with all other users and for your interactions with third party vendors and any disputes that arise from those interactions with other users or third party vendors. Seven Bridges may monitor disputes between users, but is not obligated to monitor, mediate, or resolve such disputes.

b. Release. Because Seven Bridges is not responsible for or involved in any contact between users or between users and third party vendors, in the event that you have a dispute with one or more users or third party vendors, you hereby release Seven Bridges (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown arising out of or in any way related with such disputes.

If you are a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

12. Children.

The Services are not intended for use by children under the age of 13. You represent and warrant that you are at least 13 years of age.

13. Jurisdictional Issues.

We make no representation that information on our Services is appropriate or available for use outside the United States. Those who choose to access our Services from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using our Services, you consent to having your personal information transferred to and processed in the United States subject to the terms of our Privacy Policy.

14. Term and Termination.

These Terms of Service shall apply for so long as a user access and/or uses theServices. We may terminate any user’s access to our Services, for any reason and at any time, with or without prior notice. It is our policy to terminate users who violate these Terms of Service, as deemed appropriate in our sole discretion. You agree that we are not liable to you or any third party for any termination of your access to our Services. Seven Bridges will have no obligation to provide a refund of any amounts previously paid to Seven Bridges. Upon termination of your account under these Terms of Service, all license rights granted by you to Seven Bridges shall survive termination. Even after your right to use the Service is terminated or suspended, these Terms of Service will remain enforceable against you.

15. Governing Law.

These Terms, and any dispute between you and Seven Bridges, shall be governed by the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of the Arbitration provided for in the following section. Unless you and we agree otherwise, in the event that Section 2 of the Federal Arbitration Act is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Arbitration Procedures or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and the Seven Bridges must be resolved exclusively by a state or federal court located in the Commonwealth of Massachusetts, except that you or we are permitted to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure. Except for such small claims court exceptions, you and Seven Bridges agree to submit to the personal jurisdiction of the courts located within the Commonwealth of Massachusetts for the purpose of litigating all such claims or disputes. You and Seven Bridges agree to waive trial by jury in any court proceeding.

16. Agreement to Arbitrate.

a. Arbitration. Except if You opt-out pursuant to Section 16(c) or for disputes relating to your or Seven Bridges’ intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); you agree that all disputes between You and Seven Bridges (whether or not such dispute involves a third party) arising out of or relating to these Terms of Service, the Services, and/or Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Boston, Massachusetts, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and you and Seven Bridges hereby expressly waive trial by jury. You and Seven Bridges shall appoint as sole arbitrator a person mutually agreed by you and Seven Bridges or, if you and Seven Bridges cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Seven Bridges shall be entitled to seek injunctive relief, security or other equitable remedies from the United States District Court for a district in Massachusetts or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms of Service or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.

b. No Class Actions. Any claims brought by You or Seven Bridges must be brought in that parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither You nor Seven Bridges will participate in a class action or class-wide arbitration for any claims covered by these Terms of Service. You hereby waive any and all rights to bring any claims related to these Terms of Service and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on Your own behalf.

c. Limited Opt-out. You may opt out of this Agreement To Arbitrate. If You do so, neither You nor Seven Bridges can require the other to participate in an arbitration proceeding. To opt out, You must notify Seven Bridges in writing within 30 days of the date that You first became subject to these Terms of Service. The opt-out notice must state that You do not agree to the Agreement To Arbitrate and must include your name, address, phone number, your Seven Bridges account to which the opt-out applies and a clear statement that you want to opt out of this Agreement To Arbitrate.

You must sign the opt-out notice for it to be effective. This procedure is the only way You can opt out of the Agreement To Arbitrate. You must use this address to opt out: Seven Bridges Genomics Inc. ATTN: Arbitration Opt-out, Schrafft’s City Center, 529 Main St, Suite 6610, Charlestown, MA 02129.

Notwithstanding any provision in these Terms of Service to the contrary, you and we agree that if we make any change to the arbitration procedures set forth herein (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against Seven Bridges prior to the effective date of the change. Moreover, if we seek to terminate the arbitration procedures from these Terms of Service, such termination shall not be effective until 30 days after the version of these Terms of Service not containing the arbitration procedures is posted to the Website, and shall not be effective as to any claim that was filed in a legal proceeding against Seven Bridges prior to the effective date of removal.

This Arbitration section will survive the termination of your relationship with Seven Bridges.

17. Miscellaneous

a. Jurisdictional Issues. Seven Bridges makes no representations that information on our Services is appropriate or available for use outside the United States. If you choose to access our Services from outside the United States, you do so on your own initiative and at your own risk and you agree and acknowledge that you are responsible for complying with all applicable United States laws as well as your local laws and regulations. If you transact business through our Services with a party that is located outside the United States, You agree and acknowledge that you do so voluntarily, that you are responsible for complying with all applicable United States laws as well as any local laws and regulations that may impact your transaction, and you understand that Seven Bridges disclaims all responsibility related to such transaction.

b. Publicity. You agree that we may list you as a customer on our website or marketing lists and otherwise publicize the fact of your use of the Service.

c. Export Controls. You agree to comply with all applicable export laws and regulations, including the Export Administration Regulations and economic sanctions programs implemented by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). Without limiting the foregoing, you hereby warrant that you are not a Restricted Person. For purposes of these Terms of Service, you are a Restricted Person if you, or any officer, director, or controlling shareholder of the person or entity that has a Group Agreement, is (1) a national of, located within, or organized under the laws of Cuba, Iran, North Korea, Sudan, Syria, the Crimea region of Ukraine, or any jurisdiction in which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by OFAC; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List, Entity List, or Unverified List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person, you shall notify us within twenty-four (24) hours, and we shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to us. You agree that you shall not utilize the Services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized by the U.S. Government and with prior written notice to us. You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, to any Restricted Person or otherwise in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

d. Headings; Severability. The headings of the sections of these Terms of Service have been inserted only to facilitate reference and shall not be taken as being of any significance whatsoever in the interpretation of the Terms of Service. If any part of these Terms of Service is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

e. Entire Agreement. These Terms of Service constitute the entire agreement between, or, as appropriate, among, the parties relating to the subject matter herein. Seven Bridges may, at Seven Bridges’ sole discretion, revise these Terms of Service at any time by updating this posting and providing reasonable notice to you. No other amendment of these Terms of Service shall be effective unless agreed in writing by you and Seven Bridges. Notwithstanding the foregoing, any Tool License Agreement applicable to Analysis Tools shall take precedence over these Terms of Service in the event of a conflict.

f. Additional Information. If you have any questions about these Terms of Service, please contact Seven Bridges at legal@sbgenomics.com.

Copyright © 2014, Seven Bridges Genomics Inc. All Rights Reserved. Version: June 19, 2014