This End User License Agreement (the “Agreement”) is a legal document. Please read it carefully before you install and use the Software. Continuing to use this Software constitutes your agreement to the terms of this License. By clicking the box labeled "I accept license agreement" that is displayed below, you accept and agree to be bound by the terms of this Agreement. If you do not accept this Agreement, click the icon labeled "CANCEL" and do not complete the installation process. The entire software package should then be deleted if received electronically or, if delivered physically, returned to Golden Helix, Inc., 716 S. 20th Ave., Suite 102, Bozeman, Montana 59718.

1. Definitions.

(a) “Software” means HelixTree, SNP and Variation Suite, Optimus RP, ChemTree, or other software that you are licensing from Golden Helix, Inc., and includes any additional modules, upgrades, modified versions, updates, additions, and copies of such software and any third party software Golden Helix, Inc. is licensed to include in the Software.

(b) “You” means the licensee. If the licensee is a company, then “you” includes those employees of the company who will be using or evaluating the Software.

(c) “We,” “us” and “our” means Golden Helix, Inc.

(d) “Documentation” means all of the explanatory written materials that accompany the Software.

2. Terms of License.

We hereby grant you a non-exclusive, non-transferable license to install and use the Software on this single computer or workstation (machine), to be used exclusively by the single, named individual specified on the applicable invoice. A machine-specific license key will be provided to you. This key will expire upon termination of your right to use the Software. Unless you have purchased the Server License Option, as described in 2(f), this is not a license to store the Software on a network server computer. This Software is licensed as a single product and its component parts may not be separated for use on more than one computer.

(a) Limited Time Evaluation License. If this license is for evaluation purposes, the license will expire at the end of the evaluation period. The length of the evaluation period will be dependant upon your particular arrangement with us and will be confirmed in a separate correspondence between you and us. If other people within your company would like to evaluate the Software, they may request separate license keys for their machines at no additional charge. The scope of the evaluation license is limited to evaluation purposes internal to your company.

(b) Annual License. If the license is not for a limited time evaluation, then the license is for a term of one (1) year from the applicable invoice date, unless stated otherwise on your invoice, and you may use the Software for any internal purpose. This license does not include the right to market, sell, distribute, or sublicense the Software to any third parties.

(c) Secondary Copies. If the license in not a Multi-User or Site License, then the named user of the license may make a second copy for his or her exclusive use on a portable computer. An additional license key is required for the portable computer, which we will provide at no additional charge.

(d) Site License. If this license is for a machine covered by a separate Site License Agreement with us, you may install additional copies of the Software up to the number of machines specified in that Site License Agreement. The Site License is for the term of one (1) year from the applicable invoice date unless stated otherwise in the Site License Agreement or on the applicable invoice. A machine-specific key is required for each computer that is added to the Site License.

(e) Multi-User License. If you purchased a multi-user license, then you may install the Software on one computer for use by any individual in your organization. The software is not to be used by people outside of your organization. The multi-user license does not allow you to put the Software on a server, nor any other device that enables remote access.

(f) Server License Option. If you have purchased the Server License Option, then you may install the Software on one server that allows you to access the Software from anywhere within your organization. The Software must be installed in such a way that it is inaccessible by anyone outside of your organization. The other terms of your license, whether a single- or multi-user license, remain in effect. For example, if you have a single user license, the Server License Option does not grant access to the software to anyone other than the single, named user.

(g) Renewal. Unless special terms have been detailed on your invoice, pricing for renewing your license will be based on the renewal prices and policies in effect as of the date you actually renew. The start date of your renewal license will be the day following the expiration of your prior license, and not the date you actually renew. If you do not renew your license within 60 days of its expiration, you will no longer be eligible for renewal pricing and will have to buy a new license based on then-current pricing policies.

3. Use of Software.

You may use this Software for any internal purpose permissible by law. You may publish, reproduce, and distribute Software screen displays, or any derivative thereof, in any media.

4. Payment.

If the license granted pursuant to the preceding section is for evaluation purposes only, then it shall be free. If the license granted pursuant to the preceding paragraph is not for evaluation purposes, then you shall pay us in accordance with the quotation or invoice previously provided to you and incorporated herein by reference.

5. Title.

This Agreement shall not constitute a sale of the Software or any copy thereof nor of the magnetic or other physical media upon which the Software and Documentation are recorded or fixed. We will remain at all times the owner of the Software and Documentation on the original media and subsequent copies thereof regardless of the form in which or medium upon which such subsequent copies may exist. Any product(s) or chemical compound(s) developed through the use of this Software, except those that infringe on the copyrights and patent rights of Golden Helix Inc. or third party licensors to Golden Helix Inc., remain your product(s).

6. Things You May Not Do.

By accepting this Agreement, you agree not to, nor to allow anyone else to, do any of the following:

(a) Distribute the Documentation outside your company.

(b) Copy the Software, except for one copy for back-up purposes and to install the Software on a portable computer as specified in Paragraph 2(c) hereof.

(c) Modify or adapt the Software or merge it into another program without our written permission.

(d) Reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software.

(e) Place the Software onto a server so that it is accessible via a public network, except as provided for in Paragraph 2(f) herein.

(f) Sublicense, rent, lease or lend any portion of the Software or Documentation.

(g) Modify the Documentation without our written permission.

(h) Circumvent the license manager to use the software outside of the time period of your license code.

(i) Export or re-export the Software in violation of any export provisions of the United States or any other applicable jurisdiction.

(j) Use a screen display of the Software, or any derivative thereof, to register or claim any copyright or trademark rights.

7. Disclaimer of Warranties; Limitation of Remedies.

The software and documentation are being provided to you “as is,” and you agree to assume the entire risk as to the quality and performance of the licensed software. We hereby disclaim any and all warranties, whether expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. In no event shall we be liable for any damages whatsoever (including, but not limited to, damages for loss of use of the software, loss of profits, loss of savings, business interruption, or loss of data or other business information, or other incidental or consequential damages) arising out of the use of or inability to use the software, even if we have been advised of the possibility of such damages.

8. Term and Termination of Agreement.

This Agreement takes effect upon the applicable invoice date and remains effective as long as your license to use the Software has not expired. If your license is for evaluation purposes, as referenced in section 2(a) herein, then this Agreement takes effect on the date on which you install the Software and remains effective as long as your license to use the Software has not expired. Unless your license is for evaluation purposes, you may renew your license for successive terms after expiration of the initial license period under the terms described in Paragraph 2(g). If you elect not to renew your license, all physical copies of the licensed Software and the Documentation must be either destroyed or returned to us within thirty (30) days after the expiration of this Agreement, and all Software copies in Customer’s computer(s) must be erased. We reserve the right to terminate this Agreement in the event that you materially breach this Agreement and have not cured such breach within thirty (30) days after receiving written notice of such breach from us.

9. Confidentiality.

The Software is being made available to you in strict confidence. You agree to maintain the confidentiality of the Software and Documentation and any and all trade secrets or other proprietary or confidential information contained in the Software and Documentation (collectively, the “Confidential Information”) to the degree exercised by you with respect to your own proprietary and confidential materials or to a reasonable degree, whichever is greater. You further agree not to disclose any Confidential Information to any third parties without our written consent and to inform any of your agents and employees who will be using or evaluating the Software of their obligations to maintain the confidentiality of the Confidential Information. Notwithstanding the foregoing, your obligation of confidentiality hereunder shall not apply to any information

(a) which, at the time of disclosure, is publicly available or in the public knowledge;

(b) which, after disclosure, lawfully becomes part of the public knowledge through publication or otherwise, but through no fault of yours;

(c) which you possess at the time of the disclosure of such information by us to you and which was not acquired, directly or indirectly, from us; or

(d) acquired by you from a third party who has a right to disclose such information.

The obligations set forth in this section shall survive the termination of this Agreement.

10. Indemnification.

You hereby agree to indemnify, defend and hold us, our officers, directors, employees and agents harmless from and against any and all claims, actions, causes of action, demands or expenses (including, but not limited to, attorneys’ fees) relating to or arising from your use of the Software; provided, however, that this indemnification provision shall not apply to claims that the Software or Documentation, as provided by us to you, violates the intellectual property rights of a third party. The obligations set forth in this section shall survive the termination of this Agreement.

11. Notice of Patent and Copyright.

This Software and Documentation are protected by United States patent and copyright laws and international treaties. Copies are to be made only in accordance with Section 6(b) hereof.

12. Trademarks and Proprietary Names.

“HelixTree,” “SNP & Variation Suite,” “ChemTree,” “Optimus RP,” “Accelerating the Quest for Significance,” and “The power of personalized medicine” are trademarks of Golden Helix, Inc. Any other product names mentioned in Documentation may be trademarks or proprietary names of other corporations and are used in Documentation for identification purposes only.

13. Miscellaneous Provisions.

(a) This Agreement supersedes any and all prior negotiations, understandings, proposals or verbal agreements and any other communications between us relating to the subject matter of this Agreement.

(b) This license agreement may be modified only by a written agreement signed by you and us.

(c) This Agreement is governed by the laws of the state of Montana.

(d) You agree to submit to the personal jurisdiction of a state or federal court in Montana in the event that you breach this Agreement.

(e) This Agreement may not be assigned without our prior written consent, which shall not be unreasonably withheld.

(f) In the event that either party materially breaches this Agreement, the non-breaching party shall be entitled to recover from the breaching party its reasonable attorneys’ fees incurred in pursuing a claim or claims against the breaching party, regardless of whether a lawsuit is actually filed.

BY CLICKING THE “I ACCEPT LICENSE AGREEMENT” BOX BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND YOU AGREE TO BE BOUND BY ITS TERMS.