PLEASE CAREFULLY REVIEW ALL OF THE TERMS SET FORTH IN THIS LICENSE BEFORE CLICKING “I ACCEPT”, SIGNING OR OTHERWISE INSTALLING, USING, OR ACCESSING THE 10X GENOMICS SOFTWARE PRODUCT, AS BY DOING SO, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THIS LICENSE AND ARE AGREEING TO BE BOUND BY ALL OF ITS TERMS.
Last updated: May 13, 2021
1.1 These license terms (“License”) relates to the license, installation and/or use by you (the “Licensee”) of the software product(s) of 10x Genomics, Inc. (“10x”) installed or to be installed on the instrument(s) purchased by you from 10x and/or that accompanies these license terms, including any and all associated modules, documentation, and updates or revisions thereto (“Licensed Software”).
1.2 By agreeing and/or otherwise proceeding with the installation of, use of or other access to the Licensed Software, you acknowledge that you have read and understood all of the terms of this License, and that you are agreeing to be bound by all of the terms set forth herein. 10x does not accept, and expressly rejects hereby any conflicting or additional terms presented by Licensee, and such terms shall have no effect. The Licensed Software and the Instrument remain subject to the 10x Product Terms and Conditions of Sale under which the Instrument was purchased (“Terms of Sale”); provided that in the event of any conflict between this License and the Terms of Sale, this License shall control with respect to the Licensed Software. Any additional software provided by 10x may be subject to additional and/or different terms and conditions.
1.3 The Licensed Software may automatically download future updates to the Licensed Software when an Instrument is connected to the internet through your local network. The Licensed Software may also automatically upload run log files to 10x Cloud if you enable that functionality on an Instrument. Such log files may include the run name (which in some cases may be customizable by the Instrument user before the start of each run), sensor information, and other run metrics. When you enable the upload function, you hereby grant permission to 10x to make such downloads and/or uploads, and to store such log files in 10x Cloud. Not all Instruments will have both functionalities. Where such function is supported, it can be enabled or disabled during initial setup and also in the settings menu of the Instrument. 10x reserves the right to discontinue support for out-of-date versions of Licensed Software. Use of 10x Cloud is governed by the 10x Genomics Cloud Services Terms, which are available at 10xgenomics.com.
2.1 "Documentation" means the user documentation accompanying, or provided by 10x, whether physically, electronically, as available download, or by any other means, regarding or for use in connection with, a Product or related service.
2.2 "Instrument(s)" means the 10x-branded instrument(s) purchased by Licensee on which the Licensed Software is or will be installed.
2.3 "Other License Terms" means, with respect to any Other Software, all of the terms, conditions and use restrictions set forth in the end user license agreement(s) and/or documentation accompanying and/or applicable to such Other Software.
2.4 "Other Software" means (i) any 10x software or firmware, other than the Licensed Software, that 10x makes available for use with Instruments or otherwise, and (ii) any third party software or firmware. "Other Software" may include open source software.
2.5 "Product" means each item provided by 10x to Licensee, including any Instrument, Licensed Software and/or any consumables.
3.0 Limited License
3.1 Limited License Grant. Subject to the terms, conditions and restrictions set forth herein and, with respect to Other Software, to the applicable Other License Terms, 10x hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to use the Licensed Software and Documentation solely in connection with use of the Instrument(s) and other Products in accordance with the then current Documentation. No other license or authorization is granted hereunder whether by implication, estoppel or otherwise, and 10x expressly reserves all rights not expressly granted hereunder.
3.2 Title. Licensee acknowledges and agrees that the Licensed Software and Documentation is licensed and not sold by 10x, and that 10x retains all title to the Licensed Software and Documentation and each copy thereof provided to or generated by Licensee, which copies are licensed to Licensee hereunder for use in accordance with this License.
3.3 Copies. Licensee may make a single machine-readable copy of the Licensed Software solely for backup or archival purposes. Licensee may make a reasonable number of copies of the Documentation solely for use in support of its use of the Licensed Software pursuant to this License. Except as expressly provided in the foregoing sentence, Licensee is not authorized to make any copies of the Licensed Software or Documentation.
3.4 No Source Code. Licensee is granted no rights with respect to the Licensed Software source code. Licensee is granted no rights to, and Licensee agrees that it will not, and will not authorize or permit any third party to decompile, disassemble, or reverse engineer, or attempt to derive the source code for the Licensed Software, in whole or in part.
4.1 General Restrictions. Licensee shall not, and shall not authorize or permit any third party to: (a) sell, lease, license, sublicense, or otherwise transfer the Licensed Software or the Documentation; (b) provide, disclose, or make the Licensed Software or Documentation available to any third party, or permit access to or use of the Licensed Software or Documentation by any person other than Licensee's employees, agents, or contractors who are, by agreement, bound by the terms of this License to the same extent as Licensee; (c) merge or combine the Licensed Software with other software, or modify the Licensed Software, or create any derivative software or any other software based upon, or any derivative work of, the Licensed Software or Documentation; or (d) modify or efface any titles, trademark symbols, copyright symbols, notices or legends, or any other proprietary markings on or in the Licensed Software or Documentation. All license restrictions specified in Sections 4.1 and 4.2 and elsewhere in the License shall apply to the maximum extent permissible under applicable law. If Licensee believes that it has additional rights or the right to act contrary to the express license restrictions specified in this License under mandatory laws, Licensee agrees that it shall provide 10x with at least 30 days prior written notice and any reasonably requested information before exercising such rights, to allow 10x to offer alternatives at 10x's sole discretion, for example interface information to achieve interoperability with independently created computer programs.
4.2 Regulatory Compliance. The Licensed Software does not have United States Food and Drug Administration ("FDA") or equivalent non-U.S. regulatory agency approval ("Approval"). Accordingly, Licensee acknowledges that the Licensed Software is intended FOR RESEARCH USE ONLY and NOT FOR USE IN DIAGNOSTIC PROCEDURES. Licensee agrees that if it elects to use the Licensed Software for a purpose that would subject Licensee, its customers or any Product to the application of Regulatory Laws or any other law, regulation or governmental policy, Licensee shall be solely responsible for obtaining any required Approvals and otherwise ensuring that the importation of the Products into Licensee's jurisdiction and Licensee's use of Products complies with all such laws, regulations and policies.
4.3 Other Software and Other License Terms. The Licensed Software may contain, be accompanied by and/or be intended by 10x to interact with, Other Software, which is provided under separate Other License Terms. Such Other Software and/or the applicable Other License Terms may be listed or identified in the Licensed Software or Documentation or contained in a file or directory provided with the delivery of the Licensed Software. Licensee's use of such Other Software in conjunction with the Licensed Software in a manner consistent with the terms of this License is permitted. However, the Licensee may have broader rights with respect to the Other Software under the applicable Other License Terms and nothing in this License is intended to impose further restrictions on the Licensee's use of such Other Software.
5.0 Disclaimer of Warranty and Limitation of Liability
5.1 No Standalone Warranty for Licensed Software. 10x makes no standalone warranty with regard to Licensed Software. THE LICENSED SOFTWARE (AND ANY OTHER SOFTWARE) IS PROVIDED BY 10X "AS-IS" WITHOUT (AND 10X HEREBY DISCLAIMS) ANY WARRANTY, STATUTORY, EXPRESS OR IMPLIED. 10x's product warranty for each Instrument (including its use in connection with the most current version of Licensed Software, or, with 10x approval, a previous version of the Licensed Software) is included with shipment of such Instrument, or can be obtained directly by contacting 10x. 10x may, at Licensee's request, furnish technical assistance, advice and information with respect to the Licensed Software (beyond the scope of 10x's applicable product warranty or service contract for the Instrument(s) used by Licensee in connection with the Licensed Software). It is expressly agreed that there is no obligation to provide such assistance, advice or information, which are provided "AS IS," without additional charge, and at Licensee's sole risk.
5.2 Disclaimer; No Other Warranties. ANY WARRANTY PROVIDED IN CONNECTION WITH THE INSTRUMENT(S) USED BY LICENSEE IN CONNECTION WITH THE LICENSED SOFTWARE AND/OR OTHER SOFTWARE (AND ANY REMEDY THEREIN PROVIDED) ARE IN LIEU OF, AND 10X HEREBY DISCLAIMS, ALL REMEDIES AND WARRANTIES, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF THE LICENSED SOFTWARE AND/OR OTHER SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF INACCURATE, INVALID OR INCOMPLETE RESULTS), IN EACH CASE HOWEVER ARISING, INCLUDING WITHOUT LIMITATION FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, OR OTHERWISE.
5.3 Limitation of Liability. EXCEPT AS OTHERWISE EXPRESSLY AGREED BY 10X IN WRITING, 10X'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, THE LICENSED SOFTWARE AND/OR OTHER SOFTWARE SHALL BE LIMITED TO THE AMOUNT PAID (IF ANY) BY THE LICENSEE FOR THE LICENSED SOFTWARE AND/OR OTHER SOFTWARE GIVING RISE TO THE LIABILITY, OR ONE HUNDRED UNITED STATES DOLLARS (US$100.00), WHICHEVER IS GREATER, AND IN NO EVENT SHALL 10X'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, THE LICENSED SOFTWARE AND/OR OTHER SOFTWARE EXCEED THE TOTAL AMOUNTS RECEIVED BY 10X UNDER THE APPLICABLE AGREEMENT(S) WITH 10X GOVERNING LICENSEE'S PURCHASE OF THE INSTRUMENT(S) WITH WHICH THE LICENSED SOFTWARE IS USED BY LICENSEE. In no event will 10x be liable to you or to any third party under any theory of liability, whether in contract, tort, warranty, pursuant to any statute, or on any other basis, for costs of substitute goods or services, any lost profits, lost data, interruption of business, or other special, indirect, incidental or consequential damages of any kind arising out of the use or inability to use the Licensed Software or any components or other Products supplied therewith, even if 10x has been advised of the possibility of such loss or damages and whether or not such loss or damages are foreseeable, including, WITHOUT LIMITATION, DAMAGES ARISING FROM OR RELATED TO LOSS OF USE, LOSS OF DATA, OR DOWNTIME, OR FOR LOSS OF REVENUE OR PROFITS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6.1 Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by first class mail (registered or certified if available; air mail if overseas), postage prepaid, or otherwise delivered by hand, commercial courier service, messenger or telecopy, addressed to 10x at the address set forth in the Documentation or at such other address furnished with a notice in the manner set forth herein. Such notices shall be deemed to have been effective when delivered or, if delivery is not accomplished by reason of some fault or refusal of the addressee, when tendered (which tender, in the case of mail, shall be deemed to have occurred upon posting, and in the case of telecopy (fax), shall be deemed to have occurred upon transmission). All notices shall be in English.
6.2 Governing Law and Venue. Unless otherwise set forth in the Terms of Sale, this License and any disputes arising out of or relating do this License (including its formation or termination) or 10x's goods, software or related services ("Disputes") shall be governed by and interpreted in accordance with the laws of the State of California, U.S.A., excluding its choice of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods.
6.3 Export Controls. Licensee agrees that it will not export or transfer the Licensed Software, Other Software, or Documentation for re-export in violation of any United States laws or the laws of any other jurisdiction, or to any denied or prohibited person, entity, or embargoed country in violation of such laws.
6.4 Authorized Users. Licensee may authorize additional users of the Instrument(s) under this License, provided that this License shall apply with respect to all users of the Instrument(s). Licensee represents and warrants that it has the authority to, and shall require such users to comply with the terms and conditions of this License.
6.5 Termination. 10x has the right to terminate this License and Licensee's right to use the Licensed Software upon any material breach by Licensee or Licensee’s authorized users of the Instrument.
6.6 General. If any section, paragraph, provision or clause or any portion thereof in this License shall be found or be held to be invalid or unenforceable in any jurisdiction in which this License is being performed, the remainder of this License shall be valid and enforceable and the parties shall negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the parties' intent in entering into this License. This License, along with the Terms of Sale, embodies the final and complete understanding of the parties with respect to the subject matter hereof, superseding all prior oral or written communications between them, and neither of the parties shall be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. Each party acknowledges that it has not entered into this License in reliance on any statement or representation not expressly set out herein. 10x reserves the right to update, change or otherwise modify the terms of this License on a going-forward basis. If 10x updates this License, 10x may provide notice of such updates, such as by sending an email notification to the email address associated with the Licensee’s account, by updating the “Last Updated” date at the beginning of this License or by providing notice the next time the Licensee attempts to download the Licensed Software. Updates will be effective on the date specified in the notice. By downloading new versions of the Licensed Software after the date specified in the notice, Licensee is agreeing to accept and be bound by the updated terms of the License and all of the terms incorporated therein by reference. If Customer does not agree to the updated License, then Customer may not download, install or use new versions of the Licensed Software.