This software evaluation license agreement ("License") is between DarwinHealth Inc, ("Company") and You (as defined below).

1. Definitions

a.    Documentation shall mean all manuals, user documentation, and other related materials, if any, pertaining to the Program which are furnished to You by Company in connection with the Program.

b.    Program shall mean the genomicInstability software computer program developed by DarwinHealth Inc and supplied to You pursuant to this Agreement.

c.    "You" (or "Your") means an individual or legal entity exercising rights under, and complying with all of the terms of, this License. If "You" are an individual, You hereby represent and warrant to DarwinHealth that You are an employee of a non-profit or a not-for-profit entity. If "You" are a legal entity, You hereby represent and warrant to DarwinHealth that You are a non-profit or not-for-profit entity, and “You” includes any entity that controls, is controlled by, or is under common control with You.

2. Grant of Rights

a. The Program and Documentation is owned by the Company and Company retains all right, title, and interest in and to the Program. You shall not assert any right, title or interest in the Program and/or Documentation.

b. Company hereby grants, and You accept, subject to the terms and conditions of this License, a limited nonexclusive, nontransferable and non-assignable license to use the Program for non-commercial, academic or educational research purposes only.

c. You agree that You will only use the Program and Documentation for non-commercial internal academic or educational research purposes only. You will not (i) reproduce or copy the Program (ii) use, or cause or permit the use of, the Program in whole or in part for any purpose other than as permitted under this License; (iii) distribute, sell, lease, license or otherwise make the Program available to a third party outside Your organization; or (iv) reverse engineer, decompile, or disassemble the Program.

d. You agree that the Program and Documentation are Company's confidential information and shall treat and handle confidential information in accordance with the terms of this Agreement. You further acknowledge that the Program in any form provided by Company hereunder are the sole property of Company. You shall not have any right, title, or interest to any such Program or copies thereof except as provided in this Agreement. All rights not specifically granted herein are reserved to Company. Except as expressly provided under this Section 2, no right or license is granted (expressly or by implication) by Company to You under any tangible or intellectual property, materials, patent, patent application, trademark, copyright, trade secret, know-how, technical information, data or other proprietary right.

e. The term of this License shall commence on the date on which You commence use of the Program until the date that You return or cease use of the Program or as specified in Section 6 below.

f. Prior to any commercial use, lease, distribution, transfer, sublicense or sale of any product utilizing, derived from, or incorporating, in whole or any part, the Program and/or Documentation hereunder, You must obtain a license permitting commercial use of the Program and Documentation from Company or if applicable, the Company’s exclusive licensee. Any such use, lease, distribution, transfer, sublicense or sale without a written license from Company or Company’s exclusive licensee permitting such commercial use, distribution, sublicense or sale shall be VOID AND EXPRESSLY PROHIBITED.

To negotiate such license agreement, contact:

DarwinHealth Inc, 333 West 39th Street, Suite 1103, New York, NY 10018 (646) 661-5604 info@cdarwinhealth.com

3. No Obligation to Support. It is understood and agreed that Company will provide no maintenance or installation services of any kind, error corrections, bug fixes, patches, updates or other modifications hereunder. In the event that Company, at its sole option, provides updates, error corrections, bug fixes, patches or other modifications to the Program to You ("Software Updates"), the Software Updates will be considered part of the Program, and subject to the terms and conditions of this License.

4. NO WARRANTY. YOU ACKNOWLEDGE AND ACCEPT THAT DARWINHEALTH IS PROVIDING THE PROGRAM ON AN “AS IS” BASIS. DARWINHEALTH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THIS PROGRAM AND DOCUMENTATION, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE, AND WARRANTIES OF PERFORMANCE, AND ANY WARRANTY THAT MIGHT OTHERWISE ARISE FROM COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE USE OF THE PROGRAM OR DOCUMENTATION. Under no circumstances shall DarwinHealth Inc, any of its affiliates, employees or agents be liable for incidental, special, indirect, direct or consequential damages or loss of profits, interruption of business, or related expenses which may arise from Your use of Program and/or Documentation, including but not limited to those resulting from defects in Program and/or Documentation, or loss or inaccuracy of data of any kind.

5. Confidentiality

a.    You acknowledge that the Program and Documentation are proprietary and confidential to the Company. You agree to protect the Program, Documentation and any feedback provided by You, if applicable, from unauthorized disclosure, use, or release and to treat the Program and feedback with at least the same level of care as You use to protect Your own proprietary computer programs and/or confidential information, but in no event less than a reasonable standard of care.

b.    The obligations of this Section 5 shall not apply to such confidential information that the receiving party can demonstrate: (a) was known publicly or was known by the receiving party prior to receipt thereof by the disclosing party; (b) was or becomes a matter of public information or publicly available through no act or failure to act on part of the receiving party; (c) is acquired by the receiving party from a third party entitled to disclose it; or (e) the receiving party discovers, develops independently without reference to or use of such confidential information, as evidenced by written documentation.

6. Termination. This License is effective until terminated, as provided herein, or until the expiration of the time period specified in Section 2 above. You may terminate this Agreement at any time by ceasing use of the Program. This Agreement, and the rights granted hereunder, will terminate automatically, and without any further notice from or action by Company, if You fail to comply with any obligation set forth herein. Upon termination, You must immediately cease use of the Program. Sections 2(a), 2(d), 2(e), 2(f), 4-7 and 9-12 shall survive expiration or termination of this Agreement.

7. Use of Name. You will not use the name of DarwinHealth Inc or the name of any affiliate or employee of DarwinHealth Inc for any purpose whatsoever without Company's prior written consent.

8. Nonassignability. You shall not assign or transfer this License or its rights hereunder without the prior written consent of Company. Any attempt to assign without compliance with this provision shall be void.

9. Governing Law; Jurisdiction and Venue. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, without reference to the conflict of law principles of any jurisdiction. The New York state courts of New York County, New York (or, if there is exclusive federal jurisdiction, the United States District Court for the Southern District of New York) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and You hereby consent to the jurisdiction of such courts.

10. Export Requirements. The Program, Documentation and all related technical information or materials are subject to export controls and U.S. Government export regulations. You will comply strictly with all legal requirements established under these controls and will not, in connection with its limited evaluation rights hereunder, export, re-export, divert, transfer or disclose, directly or indirectly the Program, Documentation and any related technical information or materials without the prior approval of the U.S. Department of Commerce.

11. Severability. If any provision of this License shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. Miscellaneous. This License and its exhibits contain the entire understanding and agreement between the parties respecting the subject matter hereof. This License may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by each party's duly authorized representative. All captions and headings in this License are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this License or of any subsequent default or breach of the same or a different kind. This License may be executed in counterparts and signatures sent by facsimile transmission shall be binding as evidence of acceptance of the terms of this License by such signatory party.
