End User License Agreement (EULA)

Software: baSeq Single cell RNA-seq Analysis Software (the "Software")
Company: baSeq, CVR-number 44568691, registered at Vermlandsgade 51, Copenhagen, Denmark ("Licensor")
Effective Date: 01/01/2025
Licensee: (End user, purchaser of license)

1. Grant of License

Subject to payment of the applicable subscription fees and compliance with the terms of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, limited right and license to access and use the Software for internal research purposes only, during the applicable subscription period.

2. Scope of License and Future Changes

Limited Scope of Subscription This license grants the Licensee access solely to the specific analysis pipeline(s) explicitly included within the purchased subscription as described at the time of purchase. It does not grant access or rights to any other current or future analysis pipelines, modules, software versions, or additional products that may be developed or released by Licensor in the future. Access to such additional or new products or pipelines will require separate licensing and additional fees.

Right to Modify Business Model Licensor expressly reserves the right to modify its pricing structure or business model, including transitioning to a usage-based pricing model, subscription tier adjustments, or other pricing structures. However, any such changes will not apply to the Licensee until the expiration of the Licensee's current paid subscription period. Licensee will be notified in advance of any pricing or business model changes prior to renewal of their subscription.

3. License Restrictions

Licensee agrees NOT to:

  • Redistribute, sell, lease, sublicense, transfer, or disclose the Software or login credentials to third parties without explicit written permission.
  • Reverse-engineer, decompile, disassemble, modify, or create derivative works based on the Software.
  • Attempt to bypass security measures or interfere with Software performance or availability.
  • Use the Software for diagnostic, clinical, or medical decision-making purposes without explicit prior consent.

4. Intellectual Property Rights

All title, ownership rights, and intellectual property rights in the Software, including associated documentation, belong exclusively to Licensor. Licensee acknowledges that no ownership rights are transferred by this license.

5. Payment and Fees

  • Subscription fees must be paid in full within thirty (30) days after invoice issuance.
  • Licensor reserves the right to suspend access upon late payment, and may charge late-payment fees or interest according to Danish law.

6. Confidentiality and Data Security

  • Licensor will maintain commercially reasonable security measures to protect the confidentiality of Licensee's uploaded data.
  • Licensee retains ownership of all data uploaded to the Software. Licensor may only use this data for providing the Software services and customer support.

7. Limited Warranty and Disclaimer

  • Licensor warrants that the Software will substantially perform in accordance with provided documentation.
  • Except for the warranty above, the Software is provided "as-is," without warranties of any kind, expressed or implied, including warranties of fitness for a particular purpose or merchantability. Licensor does not guarantee that the Software is error-free or uninterrupted.

8. Limitation of Liability

Licensor shall not be liable for indirect, incidental, consequential, punitive, or special damages arising from Licensee's use of the Software, even if Licensor was advised of the possibility of such damages. The total liability of Licensor shall not exceed the fees actually paid by Licensee to Licensor during the preceding twelve (12) months.

9. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor from any claim, liability, loss, or expense arising from Licensee's misuse of the Software or breach of this Agreement.

10. Term and Termination

  • This Agreement shall remain in effect for the duration of the paid subscription period.
  • Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to remedy within thirty (30) days after receiving written notice.
  • Upon termination, Licensee's access to the Software will immediately cease, and Licensee must delete all copies of Software-related materials.

11. Governing Law and Jurisdiction

This Agreement is governed by and construed under the laws of Denmark. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts in Copenhagen, Denmark.

12. Amendments and Modifications

Licensor reserves the right to modify the terms of this Agreement. Such modifications will be effective immediately upon notification. Licensee's continued use of the Software after modifications shall constitute acceptance of these modifications.

13. Entire Agreement

This Agreement represents the entire agreement between Licensor and Licensee concerning the Software and supersedes all prior understandings or agreements, whether written or oral.

14. Contact Information

For inquiries regarding this Agreement, please contact:
baSeq
Address: Vermlandsgade 51, 2300 Copenhagen
Email: [email protected]
Phone: +45 20 47 45 20

Acknowledgement: By accessing or using the Software, Licensee explicitly agrees to be bound by the terms of this EULA.