CosmosID^® Terms of Use

PLEASE READ CAREFULLY BEFORE USING THIS SOFTWARE

This document governs your use of the CosmosID service and the CosmosID website, including how we treat your data and sample(s). This document affects your legal rights, so please read it carefully. CosmosID Services and the CosmosID website are provided by CosmosID, Inc., whose principal place of business is at 155 Gibbs Street, Rockville, MD 20850, USA.

These Terms of Service are for www.cosmosid.com, app.cosmosid.com, other websites operated by CosmosID as well as mobile applications provided by CosmosID. We are committed to providing you a secure, user-controlled environment for the use of our Services. At the same time, you share responsibility for maintaining privacy and security - for example, by securing your password.

Definitions

• "CosmosID" means CosmosID, Inc.
• "Agreement" means this CosmosID Terms of Service
• "Service" means access and or use of the CosmosID software, third party software supplied by CosmosID herewith, corresponding documentation, associated media, printed materials, online or electronic documentation and sequencing of biological materials.
• "Data" includes all information, files, or data uploaded to, provided to, stored on, created within, created as a result of use of the Service, including without limitation, any genomic information generated by sequencing instruments and further analysis or processing conducted on such information.

Privacy of Information

Please see the CosmosID Privacy Policy that applies to the Service and the CosmosID website.

De-Identified Information

When uploading, transmitting, or modifying Data that contains information of a person, including without limitation, Data consisting of genomic information (whether whole genome sequences or portions), you agree not to provide any personally identifying information as defined by applicable law (e.g., the Health Insurance Portability and Accountability Act of 1996). For example, you will not provide the name, date of birth, address, social security, government issued identification number, or any other information that would directly or indirectly identify the individual from whom any genomic information was derived.

Rights of Use

The Agreement exclusively governs your use of and access to the CosmosID Service. By accessing or using the Service, you agree to the terms of this Agreement for yourself and on behalf of your organization (if your use of the Service is on behalf of an organization). If agreeing to these terms on behalf of an organization, you agree that you have the authority to enter into this Agreement on its behalf (in this context, "you" and "your" refers to that organization). CosmosID provides the Service and may add to, modify, and/or reduce the scope of features offered by the Service at any time. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service (for your personal, noncommercial use only, unless you are otherwise agreed in writing by CosmosID), and as permitted by the features of the Service.

You agree that the Service is intended by CosmosID to be used for conduct of research only. The Service is not designed to be used for patient care purposes and you are not to use the Service for patient care purposes.

The Service is not intended for use by persons under 18 years of age or the applicable age of majority if older.

Use of Data

You agree that CosmosID may use the Data in connection with the Service and related products and services, and you hereby grant to CosmosID a perpetual, irrevocable, world-wide, non-exclusive, sublicensable, transferrable, fully-paid license to use the Data as provided in this Section 3. CosmosID may use, develop, copy, and create derivative works from your Data in providing the Service to its other customers and to improve the Service and develop new services. CosmosID may also provide access to your Data to customers, provided that if CosmosID shall provide access to your Data, CosmosID shall anonymize your Data and include your Data with the data of other customers such that the origin of such Data is not, to the knowledge of CosmosID, ascertainable. CosmosID use of your Data that is Personally Identifiable Information, if any, is further defined and clarified in the CosmosID Privacy Policy.

Sharing Data

The Service may allow you to share your Data with other users of the Service (the recipient is the "Sharee"). You are solely responsible for the decision to share Data. You acknowledge and agree that once you have shared Data it is no longer under your control and the Sharee of that Data is free to use that shared Data. For example, the Sharee of that Data may be able to download that Data to their own computer and further disseminate that Data to others, including CosmosID, even if your Data is removed from your account or you disable sharing of that Data. You agree that when you share Data you have the requisite authority to do so. You acknowledge and agree that CosmosID has no liability arising out of your sharing of Data. CosmosID has no obligation to and will not assist you in resolving disputes arising from your sharing of Data.

Removal of Data

If you remove Data please remember that if you have shared your Data Sharee may have downloaded or copied that Data. Practically, it may be impossible to limit a Sharee's use of Data once it is shared. CosmosID does not provide any recovery service for Data so once it is removed it may not be recoverable. Although Data may be removed and your access to it ended, the nature of the Service (distributed computing and storage) means that some or all of the Data may persist even after attempting to remove it permanently. It may not be possible to permanently remove Data. Data will also be retained by CosmosID as provided in the Section 3 and the CosmosID Privacy Policy or by any applications (described below) that you have made Data available to.

Usage Limitations

The quantity and duration of the Service (such as storage and computation) made available to you is limited based on your subscription level. Any such limitations as well as the level of your subscription are specified within the CosmosID website or the instructions for the Service, or will otherwise be provided to you. You may freely use results, analyses, screenshots, and other derivative products of the Service solely for non-commercial purposes, provided that you must provide citation and proper attribution to CosmosID. Please contact CosmosID with any questions on proper attribution or to discuss use of the platform in commercial products or offerings. You may not use the Service or any results, analyses, screenshots, or other derivative products of the Service for any commercial purpose unless otherwise agreed in writing in advance by CosmosID. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking except with our prior written consent.

Warranty

CosmosID warrants that the Service will perform substantially in conformance with its specifications as found on the CosmosID website or the instructions for the Service. CosmosID does not warrant that you will obtain any particular results through use of the Service or that the Service is suitable for your particular needs. In the event you make a claim under this warranty, and CosmosID confirms that the affected Service did not perform as warranted, CosmosID will re-perform the affected Service at no additional charge. This will be your sole remedy under this warranty.

Authority to Use Data on the Service

You agree that you are authorized to use the Data on the Service. This means that you have determined that use and transmission of Data on the Service complies with all applicable laws including any data privacy laws and that you have obtained all necessary permissions (including all consents from human subjects) to use and transmit the Data on this Service. You will only use this Service in accordance with applicable law and regulations. You, and not CosmosID, are responsible for monitoring the content of and type of Data you use or provide. CosmosID has no responsibility to monitor or screen the Data for compliance with any law or regulation or for any other purpose.

Account Security

Security of your Data begins with you. You agree not to allow anyone else, unless permitted by this Agreement, to use your username or password and that you are only permitted to use a username in connection with Data that you have a right to access. You agree to contact CosmosID promptly if you suspect that your username/password has been compromised in any way.

Data Processing

You understand and acknowledge that the Data may be transmitted and processed outside of your state or country. As of this date, CosmosID uses Amazon's Elastic Compute Cloud to provide the Service. For more information about Amazon's service and their policies please visit aws.amazon.com/ec2/. CosmosID may use other third parties in connection with the Service.

CosmosID Security

While CosmosID uses industry standard security, no system can perfectly guard against risks of intentional or inadvertent disclosure of information. When using this Service, information will be transmitted over a medium that is beyond the control of CosmosID. You expressly assume the sole risk of any unauthorized disclosure or intentional intrusion, or of any delay, failure, loss, interruption, or corruption of Data or other information transmitted in connection with the use of this Service.

Termination

You may terminate your use of the Service at any time by cancelling your account. CosmosID may terminate your use of the Service immediately if you breach any term of this Agreement, if you take any action that imposes, or may impose, in the sole discretion of CosmosID, an unreasonable or disproportionately large load on our infrastructure, or if your account is used for any malicious or harmful purpose (e.g., denial of service attack). CosmosID may also terminate your use of the Service in the event you fail to pay any amounts due in connection with the Service or any other purchase of products or services from CosmosID. CosmosID may suspend or terminate the Service or this Agreement in its sole discretion unless otherwise provided in a written agreement signed by CosmosID. If your account is cancelled your access to Data and any other information associated with that username may be terminated. Please make sure you have downloaded any Data you wish to keep.

Ownership of Service and Feedback

CosmosID owns all right, title, and interest in the CosmosID website and the Service. You are not granted any rights or license to CosmosID's intellectual property under this Agreement other than the right to use the Service in compliance with CosmosID's written instructions for use of the Service and in compliance with the terms of this Agreement. You will not and will not allow anyone else to reverse engineer, decompile, disassemble, translate, modify, adapt, or enhance the CosmosID website or the Service, or create any derivative works of the CosmosID website or the Service, or extract ideas, algorithms, procedures, workflows, or system architecture from the Service for any purpose. In the event you provide any feedback, suggestions, or recommendations of any kind, CosmosID may use them for any purpose without any restriction and you will not receive any compensation from CosmosID.

Third Party Links and Content

CosmosID is not responsible for the content of any third party links, websites, or resources referenced during your use of the Service or the CosmosID website. Please review the terms of service/use and privacy policies of those third parties to ensure you are comfortable.

About Software in the Service

You may have access to, use, and/or download software or code when using the Service (e.g., automatic downloads, code used in your browser, etc.) ("Software"). CosmosID gives you a personal, non-transferable, non-assignable, non-exclusive license to use the Software in connection with your use of the Service in the manner permitted by this Agreement. You will not and will not allow anyone else to reverse engineer, decompile, disassemble, translate, modify, adapt, or enhance the Software or create any derivative works of the Software, or extract ideas, algorithms, procedures, workflows, or system architecture from the Software.

Third Party and Open Source

Some Software may be provided by a third party and that third party may require you to agree to additional terms of service or license terms applicable to their software. Additionally, some Software may be offered under an open source license. There may be provisions in such open source license that expressly override some of the terms of this Agreement. If that is the case, only those terms of this Agreement that are in conflict with the open source license will be overridden.

General Terms

1. Disclaimer of Warranties.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CosmosID EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (2) CosmosID MAKES NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CosmosID OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE Agreement. (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. CosmosID DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, CosmosID SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.

2. Limitation of Liability

WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CosmosID SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CosmosID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN THROUGH OR FROM THE SERVICES, (v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (d) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (e) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; or (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.

COSMOSID AND ITS AFFILIATES' TOTAL AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO YOUR ACCESS TO AND USE OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, SHALL IN NO EVENT EXCEED THE AMOUNT COSMOSID RECEIVES FROM YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CAUSE OF ACTION AROSE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF COSMOSID, ITS AFFILAITES, OR ANY OF THEIR AGENTS OR CONTRACTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

3. U.S. GOVERNMENT END USERS

The Service and any related software is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202 (as applicable). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all United States Government end users acquire the right to use the Service and any related software with only those rights set forth in this Agreement.

4. You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, CosmosID for any third party that assumes our rights and obligations under this Agreement.

5. These terms shall be construed in accordance with the laws of the State of Delaware, U.S.A., without regard to provisions on conflicts of laws. You hereby consent to the exclusive jurisdiction of, and venue in, the state and federal courts located in Wilmington, Delaware, U.S.A. to resolve any dispute arising out of or in connection with this Agreement, including without limitation, use of or access to the CosmosID website or the Service. CosmosID may freely transfer this Agreement.

6. CosmosID reserves the right to change these terms at any time. CosmosID will make the latest version of these terms available on the CosmosID website. Your continued use of the Service represents your agreement to any updated terms.

7. CosmosID shall not be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, fire, flood, tornado, earthquake, hurricane, lightning, government actions, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labor shortages or disputes, failure or delay in delivery by CosmosID's suppliers or subcontractors, transportation difficulties, shortage of energy, raw materials or equipment.

8. If any provision of this Agreement is held invalid or unenforceable, such provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

9. These terms represent the entire agreement between you and CosmosID regarding the subject matter hereof and supersede all prior discussions, communications, agreements, and understandings of any kind and nature between the parties. These terms may only be amended or waived by a written agreement executed by you and CosmosID that specifically references these terms.