Seq End User Licence Agreement
Thisenduser
licenceagreement(“Agreement”) sets out the terms on which
Datalust Pty Ltd (ABN 84164150298)(“Datalust”) provides you with access to theSoftware and the terms on which you may
use the Software. You should read theseterms and our Privacy Policy carefully.

ontheDatalustwebsitehttps://datalust.co/pricing.
8.

You are responsible for downloading,hosting and operating the Software on
your own infrastructure.

9.

The Software contains open source
software. The list of these components
isavailableat
https://docs.datalust.co/docs/acknowled
gements or in the documentation. Youagree that such components are notsubject to this Agreement and areprovided to you on, and subject to, theterms of the applicable open source
licences.

INTRODUCTION
1.

You enter into this Agreement byclicking a button or check box toindicate acceptance when installing theSoftware, specifying ACCEPT_EULA=Y
when running the Docker container,
paying the Fees or otherwise accessing
or using the Software.

2.

If you are entering into this Agreement
on behalf of another entity such as youremployer, you warrant and represent
you have legal authority to bind thatentity.

3.

If you purchase a licence to theSoftware from an authorised reseller,
this Agreement will apply to your rights
and obligations in using the SoftwareandDatalust’s
liability
toyou,
irrespective of any other terms agreed
between you and the reseller.

LICENCE10.

Subject to you paying the Fees (asdefined below) Datalust grants you anon-exclusive, non-transferable licence
to use the Software during thesubscription term for your internalbusiness
purposes
onlyandinaccordance with the Tier you haveselected and purchased (if applicable).

11.

No intellectual property rights aretransferred or assigned by Datalust to
you pursuant to this Agreement. You
only receive the rights to the Software
expressly set out in clause 10.

TERM
4.

5.

Your annual subscription begins when
you purchase or renew a subscription,
as applicable.

PRICING & PAYMENTYour subscription will automaticallyrenew if you save your payment details
when purchasing your subscription. You
can also renew your subscription on theDatalustwebsiteathttps://datalust.co/renew.

12.

The Fees for each Tier are set out on theDatalustwebsiteathttps://datalust.co/pricing.

13.

You must:a.

pay us the Fees on an annual basis
in advance through the secure third
party online service on the Datalustwebsite; orb.

for Australian customers only, pay
us the Fees through an agreed
method of direct payment.

SOFTWARE
6.

7.

at

You can download the Software fromsources listed on the Datalust website athttps://datalust.co/download. Subject toyou paying the Fees (as defined below),
Datalust will provide you with a licence
key for the Software in accordance withthe Tier you have selected and theterms of this Agreement.
You must use the Software inaccordance with the inclusions andrestrictions applicable to the Tier youhave selected. These details are set out

Seq End User License Agreement

SUPPORT14.

The support applicable to each Tier is
set out on the Datalust website athttps://datalust.co/pricing. Datalust will
use reasonable endeavours to provide
you with timely support in accordancewith your Tier.

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CUSTOMER OBLIGATIONS

19.

15.

You must use the Software inaccordance with the Tier you havepurchased.

16.

You agree, except to the extent
permitted by applicable law, not to:

17.

18.

a.

reproduce or otherwise copy theSoftware or trade marks ofDatalust,
unlessexpresslyauthorised by Datalust;b.

seek to obtain or derive the source
code,
underlyingideas
oralgorithms of the Software;c.

resell the Software or resell accessto or use of the Software, including
on a service bureau basis;d.

incorporate the Software in, or
bundle the Software with, any
product that you provide to a thirdparty;e.

attempt to work around any
technical limitations in the Softwarethat only allow you to use theSoftware in certain ways;f.

supply Datalust with personal
informationorconfidential
information; org.

where you have selected theIndividual Tier, allow the Software
to be accessed by, or use theSoftware on behalf of, any otherperson.

You are responsible for:a.

compliance with your local laws andregulations;b.

secureconfigurationofSoftware on your servers;c.

maintaining the confidentiality andsecurity of your licence keys for theSoftware; andd.

your use of the Software
outputs of the Software.

Seq End User License Agreement

NO WARRANTY
20.

While Datalust uses reasonable care inproviding the Software, Datalust cannot
promise that the Software is free offaults or errors.

21.

Datalust may make updates available
from time to time via our website or
supported distribution services including
Docker Hub as part of your subscription.
It is your responsibility to monitor ourwebsite for updates and download any
updates. Datalust will not be liable tothe extent that we have made an
update to the Software available andyou have not downloaded that update.

22.

Datalust may also make available newreleases and new functionality which
may be subject to additional costs. You
may upgrade your subscription to get
access to these new releases or new
functionality.

23.

Subject to law, and without limitation,
Datalust makes no warranties orrepresentations, in relation to theSoftware
includingasto
itsmerchantabilityorfitnessfora
particular purpose.

LIABILITY
24.

A party will not be liable to the otherparty or any third party for any
consequential or indirect loss ordamage, including without limitation,
time, money, goodwill, loss of custom orlost profits, which may arise from theuse,
operation,
maintenance,modification or failed use of theSoftware, except where the loss ordamage is the direct result of therelevant party’s negligence, fraud orwilful misconduct. This clause does notlimit your obligation to pay Datalust (orthe reseller) the Fees, including any
additional Fees payable for use inexcess your Tier.

25.

To the maximum extent permitted bylaw, we limit our liability to you on anannual basis, whether in contract, tort(including negligence), or otherwise, toyour annual Fees.

26.

Datalust agrees to indemnify you fromand against any damages arising from atheandYou must ensure that all persons who
use the Software on your behalf or who
otherwise have access to the Software
also comply with the requirements ofthis Agreement. You will be responsible
for any acts or omissions of people who
use the Software on your behalf or who
otherwise have access to the Software
through you, as though those acts oromissions were yours.

You must not use the Software tomonitor critical control systems, criticalsafety systems or similar high risksystems.
If you do so, you do soentirely at your own risk.

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claim by a third party that use of theSoftware infringes that third party’s
copyright or trade marks (Claim),
provided that you have notified Datalustof the Claim, allow Datalust to defend
theClaim,
providereasonableassistance to Datalust to defend theclaim and do not make any admissions
or settlements in respect of the Claim
without our approval.
27.

agree to those changes, you may electto either:a.

not to download the latest versionof the Software and continue to use
your existing instance of the
Software on the same terms; orb.

cease using the Software andterminate
thisAgreementonwritten notice to Datalust, withimmediate effect. If you terminate
under this clause, Fees you have
paid in advance will be refunded tothe entity who paid the Fees (whichmay be the reseller if you
purchased through a reseller) on a
pro-rata basis for the remainder of
the Term.

Datalust may terminate this Agreement
if a Claim arises.

PUBLICITY
28.

Unless you advise us otherwise byemailing support@datalust.co, we may
identify you as a customer in ourpromotional materials and on theDatalust website.

TERMINATION
29.

Either party
Agreement:a.

b.
30.

31.

mayterminate

ASSIGNMENT
34.

You may novate this Agreement to anentity that acquires all or substantiallyall of your business or assets.

35.

Except as set out in paragraph 34, you
may not assign your rights under thisAgreement, unless Datalust consents.

36.

Datalust may assign its rights under thisAgreement on notice to you.

thisin the event of a material breach ofthis Agreement, immediately bygiving the other party written
notice; orat any time by giving the otherparty two weeks’ written notice.

Unless otherwise agreed in writing,upon termination of this Agreement:a.

your licence to use the Software
will automatically terminate; andb.

you must immediately discontinueuse of the Software.

If the Agreement is terminated by you
for material breach by Datalust or byDatalust (except in the case of material
breach by you), any Fees you have paidin advance will be refunded on a prorata basis for the remainder of thepayment period.

GENERAL37.

This Agreement constitutes the entire
agreement of the parties about its
subject matter and supersedes all
previous agreements, understandings
and negotiations on that subject matter.

38.

A term or part of a term of thisAgreement
thatisillegalorunenforceable may be severed from thisAgreement and the remaining terms orparts of the terms of this Agreement
continue in force.

39.

This Agreement will be governed by theinternallawsoftheStateofQueensland, Australia, without regard to
the principles of conflicts of laws. Bothparties agree to submit to thejurisdiction of the State Courts ofQueensland and Federal Courts ofAustralia in Queensland.

40.

For the purpose of this Agreement:

CHANGES TO THE TERMS
32.

33.

Datalust may vary this Agreement fromtime to time and will provide theupdated terms on our website. It is yourresponsibility to monitor the website forchanges.
Anyvariation
tothisAgreement will take effect when you
download, install or commence using an
updated version of the Software.
If Datalust varies this Agreement in amanner that has a material detrimental
impact on your rights or obligations
under this Agreement and you do not

Seq End User License Agreementa.

“PrivacyPolicy”
meanstheDatalust privacy policy available athttps://datalust.co/privacyb.

“Software”
means
Datalust’s
proprietary Seq software

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“Tier” means the licence tiers
available on the Datalust website athttps://datalust.co/pricing

Seq End User License Agreement

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