Subject Matter – Metafora has developed METAflow, a suite combining an innovative AI algorithm for enhanced automated analysis of flow cytometry data (automated cell clustering and AI to streamline results generation) with enhanced usability through a specific interface, enabling comprehensive interpretation and high-quality results (the “Software”). Metafora has agreed to grant you (the “Licensee”) access to the Software and a license to use the Software upon the terms and conditions hereinafter contained.

License – Subject to, and conditioned upon, Licensee’s compliance with this agreement, the Software documentation, possible instructions given by Metafora, Metafora hereby grants Licensee a free, limited, personal, revocable at Metafora’s entire discretion, non-exclusive, non-transferable, non-sublicensable license to use the Software (the “Agreement”), solely for research and development and educational purposes (the “Purposes”), for a duration of 30 days (the “Duration of the Agreement”). For the avoidance of doubt, the Software includes any and all computer program, source code, object code, data, database, model, content, interface, feature, capability and documentation, which access is provided in a Software-as-a-Service basis by Metafora to Licensee under the terms of this Agreement. Licensee is fully responsible and liable to Metafora for all use of the Software in violation of this Agreement.

Access and Use – The Software shall be made available only to Licensee. Licensee will be responsible for safeguarding and maintaining the confidentiality of their log in credentials and agree not to disclose them to any third party. Licensee will be solely responsible for any activities or actions taken under its account.

Intellectual Property Rights – For the purposes of this Agreement, “Intellectual Property Rights” mean all or any of the following: (a) rights in confidential information (including know-how and trade secrets), (b) copyrights or rights in copyrightable works (including computer programs and related source codes), mask works, or rights in data and databases, (c) patents and patents applications and all supplementary protection certificates (d) trademarks, and (e) all other intellectual property rights, in each case of (a) through (e), whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable laws in any jurisdiction throughout the world. Metafora owns all right, title and interest in all Intellectual Property Rights found on, provided by or embodied in the Software, and all intellectual property developed, acquired or otherwise obtained by Metafora and any derivative works thereof, including any modification, enhancement, change, addition, new version or feature of the Software, based in total or in part on the Licensee’s feedback or data. Licensee may not distribute, modify, transmit, reuse, download, repost, copy, use, or, except to the extent permitted by applicable law, reverse engineer, decompile or disassemble the Software, whether in whole or in part, for any purpose including commercial purposes or for personal gain. Metafora reserves all rights to the content of the Software not expressly granted in this Agreement.

No Guarantees – The License to use the Software is solely for the Purposes, not for any diagnostic or treatment of any disease. The Software is provided to Licensee “as is”, with all faults and defects without warranty of any kind. Metafora makes no warranties or guarantees, whether express or implied, to Licensee and does not guarantee that the utilization of the Software does not contravene the intellectual property rights of a third party. Consequently, Metafora neither accepts nor assumes responsibility regarding the adequacy of the Software for Licensee requirements or the achievement of any intended results. In no event shall Metafora be liable to Licensee for any loss or damage of any kind (except personal injury or death, gross negligence or willful misconduct) arising from Licensee use of or inability to use the Software or from faults or defects in either whether caused by negligence or otherwise. Metafora shall not be liable in any event for incidental, consequential, non-consecutive, indirect or special damages of any nature (including operating losses, commercial prejudice, commercial disturbances, lost profits, damage to image, loss of data, this listing being non-comprehensive) resulting from any use of the Software.

Data – Data entered, processed or generated by the Software by or on behalf of Licensee, shall remain Licensee’s data (the “Licensee’s Data”), under all circumstances, and is strictly confidential. Unless Licensee opts out, Licensee understands and agrees that raw data entered, processed or generated by the Software by Licensee, can be retained, saved, or stored by the Software after the end of the Agreement. Metafora, as data controller, shall use such data for the purposes of optimization of the Software, data processing enhancement and development of new features (the “Optimization Purposes”) in compliance with Personal Data Regulation. Metafora is responsible for keeping such personal data confidential. In any case, the Software does not provide data backup service and Licensee is solely responsible for saving the data entered, processed or generated into the Software after the termination of the agreement and the Data Storage Expiration.

Personal data protection – Metafora acknowledges having full knowledge of the obligations in application of European Regulation No 2016/679 dated 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, (hereinafter the “GDPR”), French Data Privacy Act, No 78-17 dated 6 January, 1978, as amended, and any other relevant applicable legislations (hereinafter collectively referred as the « Personal Data Regulation ») which apply to them in their following respective qualities: (i) both parties are data controllers, in order to manage their reciprocal commercial relationship. In this context, Metafora processes personal data about Licensee business contacts (identity, contact details, entity and if applicable, technical and browsing data, and statistics on the use of the Software), on the basis of its legitimate interest, for the purposes of providing the Software to Licensee, and undertakes to comply with the Personal Data Regulation in this regard. (ii) Licensee is data controller, for the use of the Software for the Purposes set forth in this Agreement. In this context, Metafora is data processor, when it ensures, on behalf of Licensee and on its instructions, the implementation of the processing of personal data necessary for providing the Software. Therefore, and to the extent Metafora is required to access, manage or even, more generally, process personal data on behalf of Licensee, Metafora undertakes to (i) act only upon documented instructions and not use personal data for purposes other than those provided for in this Agreement, (ii) guarantee the security of Metafora’s premises, information systems and any processing automated or not, so as to prevent a breach of personal data which Metafora processes on behalf of Licensee, (iii) make available to Licensee any information or documents it has expressly requested to enable the latter to demonstrate compliance with its obligations under the Personal Data Regulation, in particular by (a) specifying as soon as possible to Licensee any instruction it has given to Metafora is likely to constitute a violation of the Personal Data Regulation, (b) by collaborating with Licensee in carrying out any impact assessment related to the processing of personal data by Metafora and, where appropriate, any prior consultation with the relevant domestic data protection authority; (iv) notify Licensee of any breach of personal data within a maximum period of 48 hours after becoming aware of it and to attach this notification with any useful documentation in accordance with Personal Data Regulation; (v) assist Licensee in answering to requests from data subjects concerning their rights of access, rectification, erasure, if any limitation, opposition or portability of their personal data, and to correct or delete them; (vi) ensure that any transfer of personal data to a recipient located in a country outside the European Union has obtained Licensee’s prior and express approval and that such transfer is subject to a decision of adequacy by the European Commission or, if not, to appropriate safeguards pursuant to the Personal Data Regulation (e.g., standard contractual clauses or binding corporate rules), including the assessment of the impact of the transfer on the rights of data subjects; (vii) at the cancelation of all existing orders, delete or return all the personal data to Licensee, and delete existing copies or no longer using them for any reason whatsoever unless Union or Member State law requires storage of the personal data; (viii) ensure that all of Metafora’s obligations under this section are respected by any subcontractor, regardless of its rank or method of intervention, by expressly providing for these same obligations in the contract binding Metafora to the said company or the subcontractor to any further subcontractor. A Data Protection Officer was appointed by METAFORA and notified to the French Data Protection Authority (Commission Nationale de l’Informatique et des Libertés, “CNIL”) on April 10, 2018 with an effective date of May 25, 2018. The DPO can be contacted at: dpo@metafora-biosystems.com.

Effect of termination – The Agreement is entered into at the date of the online subscription (the “Effective Date”) and shall remain in force until the end of the Duration Agreement (the “Termination of the Agreement”). Upon Termination of the Agreement, the license to use the Software and its documentation will terminate. Licensee’s account will not be canceled, to allow Licensee to continue accessing its account in order to purchases a commercial license. Similarly, Licensee’s Data uploaded during the Agreement will still be available for 3 months after Termination of the Agreement before being deleted (the “Data Storage Expiration”), unless a commercial license is purchased by Licensee.

Miscellaneous –This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. Any waiver by Metafora to invoke a default under the Agreement shall be made in writing and shall not constitute a waiver to invoke any other default or the same default under the Agreement. If a stipulation of the Agreement is considered void, illegal or inapplicable, the validity, legality and applicability of the remaining stipulations shall not be affected or diminished by this fact. The titles of the paragraphs of the Agreement only have an indicative value: they are not part of the conditions and do not influence their interpretation.

Laws and Jurisdiction – This Agreement, and all resulting disputes and claims shall be interpreted and governed by French law excluding the rules of the conflict of laws. All disputes occurring between the parties concerning or resulting from the existence, validity, interpretation, performance and the termination of this Agreement (or one particular stipulation thereof) that the parties do not reach an amicable resolution in a period of thirty (30) days from the notification of the dispute by one of the parties shall be submitted to the exclusive jurisdiction of the competent courts of Paris, France or of its president acting in summary proceedings notwithstanding the plurality of defendants or the activation of guarantees.