SOFTWARE SUBSCRIPTION AGREEMENT
This Software Subscription Agreement (“AGREEMENT”) sets out the terms and conditions for You, the Licensee (“You”, “Your”, “Licensee” or “Customer”), to acquire and use the Services and Software provided by ConnextBio, Inc. (“CONNEXTBIO”) located at 4683 Garden Spring Lane, Salt Lake City, UT 84117, U.S.A. All components, or terms and conditions are collectively referred to herein as the AGREEMENT, and Licensee consents to all of these terms and conditions. If You are acting on behalf of a Licensee, You represent that You have full legal authority to bind the Licensee.
TERMS AND CONDITIONS
2. Grant of License. CONNEXTBIO grants to You a limited, non-exclusive, revocable license to make use of the CONNEXTBIO Services and Software.
3. Customer Data Privacy. CONNEXTBIO will not review or inspect Your data without Your express permission, typically for purposes such as troubleshooting and defect resolution. CONNEXTBIO will not share Your data with any third parties. Notwithstanding the foregoing, CONNEXTBIO may be obliged to disclose Licensee data if required by law.
4. Confidentiality. You acknowledge that CONNEXTBIO Services, Software, and accompanying CONNEXTBIO Materials are absolutely confidential and agree not to divulge or disclose it to anyone at any place or time. You will not, or allow third parties to, exploit CONNEXTBIO Services and Software in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions, or graphics of the System.
5. Fees. There are fees associated with the Services and Software, and You agree to pay those fees. The price excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying taxes or other charges.
6. Payment Terms. If You purchase the Services, the following payment terms apply to Your purchase and You agree to them.
7. Trial-Period Offers. If You are taking part in a trial-period offer (Beta, etc.), You will be required to cancel the trial Service(s) when communicated to You.
8. Promotional Offers. From time to time, CONNEXTBIO may offer Services for a period during which CONNEXTBIO will not charge You for the Services or provide discounted Services. CONNEXTBIO reserves the right to charge You for such Services (at the normal rate) if CONNEXTBIO determines (in its reasonable discretion) that You are breaching the terms and conditions of the offer.
9. Term/Termination. This Agreement will be effective, as determined by CONNEXTBIO, from the start date until terminated. Either party may terminate this Agreement at will with or without cause. Cancelling paid Services stops future charges to continue the Service.
10. No Warranty and Limitation of Liability. SERVICES ARE PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT PROVIDED UNDER LAW, CONNEXTBIO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. You agree that notwithstanding any damages that You might incur for any reason whatsoever (including, without limitation, all direct or general damages), the entire liability of CONNEXTBIO or its affiliates under any provision of this AGREEMENT and Your exclusive remedy for all of the foregoing shall be limited to Ten dollars ($10 U.S.). In no event shall CONNEXTBIO or its affiliates be liable for any special, incidental, indirect, or consequential damages whatsoever.
11. General. This AGREEMENT shall be governed, construed, and enforced in accordance with the laws of the State of Utah, U.S.A. This AGREEMENT constitutes the entire and only agreement between the parties and all other negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
12. Acceptance. By accessing or using the CONNEXTBIO Services and Software (start date), You acknowledge that You have read and understand this AGREEMENT, that You accept all of the terms and conditions contained here in full, and that You agree that the terms and conditions shall be fully and legally binding without the need for any further indication of acceptance on Your part (such as by signature, click through or other means of electronic acceptance). If You choose not to agree to all of these terms and conditions, do not access and/or use the CONNEXTBIO Software or Services. Your access and/or use of the CONNEXTBIO Software or Services shall constitute Your acceptance of all of the terms and conditions set forth in this Agreement.