Ceiba Solutions, Inc. ('Ceiba')

End User License Agreement ('EULA')

IMPORTANT INFORMATION

READ BEFORE COPYING, INSTALLING, OR USING THE SOFTWARE.

This EULA is a legally binding agreement between a licensee end user (“End User”) and the licenser Ceiba Solutions, Inc. (“Ceiba”) that defines the terms and conditions governing the use of Ceiba’s Helium for Excel Community Edition (“Software”) and any related material or documentation.

By downloading, installing, or otherwise using the Software, or clicking the “I Agree” option in the License Agreement dialog, the End User agrees to be bound by the terms and conditions of this EULA. If the End User does not agree to or accept the terms of this EULA, the End User may not become a licensee of, and may not access or use, the Software.

ALL VIOLATIONS OF THE TERMS OF THE EULA HEREIN WILL BE PROSECUTED.

1. Grant of License

THE SOFTWARE IS LICENSED, NOT SOLD. The End User acknowledges that no title to the Software is delivered by the license issued by Ceiba. The End User may preserve possession of the Software solely by complying with the terms herein.
The End User may copy and install the Software onto one computer to evaluate the Software.

The End User may not copy, modify, rent, sell, distribute, or transfer any part of the Software except as provided in this EULA, and agrees to prevent the unauthorized copying of the Software.

The End User may not sublicense or permit simultaneous use of the Software by more than one user.

The Software may include the components that are offered on terms in addition to those set out here. In this case, the terms and conditions are defined in additional licenses accompanying those components.

2. License

CEIBA PROVIDES THE SOFTWARE FREE OF CHARGE FOR SOLE USE OF CONNECTING TO PUBLICALLY AVAILABLE DATA SOURCES AND RETRIEVING THE DATA INTO EXCEL. THE SOFTWARE CANNOT BE USED TO CONNECT INTO PRIVATE OR COMPANY INTERNAL DATA SOURCES UNLESS THE COMMERCIAL LICENSE IS PURCHASED OR CEIBA AGREES OTHERWISE. THIS CEIBA SOFTWARE IS PROVIDED FOR PERSONAL USE ONLY.

3. Copyright and Other Restrictions

Title to the Software and all copies thereof remains with Ceiba or its suppliers. The Software is copyrighted and is protected by the laws of the United States and other countries, and international treaties. The End User may not remove any Copyright notice from the Software. Ceiba may make changes to the Software, or to the items referenced therein, at any time without notice, but is not obligated to support or update the Software. Except as otherwise expressly provided, Ceiba grants no express or implied rights under Ceiba patents, copyrights, trademarks, or other intellectual property rights.

Except as otherwise expressly agreed, the End User may not transfer rights or disclose the Software to any third party, including direct or indirect sublicensing, reselling, renting, distributing, marketing, and commercializing, without the prior consent of Ceiba.

4. Access to 3rd-Party Data and Data Repositories

The Software provides the technical ability to access data hosted by third parties, including the following:

* ChEBI (https://www.ebi.ac.uk/chebi/)
* ChemBank (http://chembank.broadinstitute.org/)
* ChEMBL (https://www.ebi.ac.uk/chembldb/)
* dbSNP (http://www.ncbi.nlm.nih.gov/projects/SNP/)
* KEGG (http://www.genome.jp/kegg/)
* PubChem (http://pubchem.ncbi.nlm.nih.gov/)
* PubMed (http://www.ncbi.nlm.nih.gov/pubmed)

The End User is obligated to abide by the individual terms and conditions for programmatically accessing data from these data repositories, and any other data repositories the software connects into.

The ability for Helium to technically access data from these repositories, and any other repository, in no way grants the End User any rights to access data from these 3rd-party locations. End Users must determine their own eligibility to use these data sources and to obtain any necessary rights to use the data directly from the organizations providing the data.

5. Technical Support

Ceiba provides pre-sale technical support for the Software during the evaluation period. Post-sale technical support for commercial versions is provided at the discretion of Ceiba to the extent that support is specific to the Software under standard technical support program. Support requests can be submitted at:

http://www.ceibasolutions.com/helium-support

6. Exclusion of other warranties

THE SOFTWARE IS PROVIDED 'AS IS' WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSES. Ceiba does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links, or other items contained within the Software.

7. Limitation of Liability

IN NO EVENT SHALL CEIBA OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CEIBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND, THEREFORE, THE ABOVE LIMITATION MAY NOT APPLY TO YOUR COMPANY.

8. Indemnification

Ceiba does not endorse, support, or guarantee performance results that are obtained by using the Software. Any difference in system hardware, software design, or configuration may affect actual performance. The End User should consult other sources of information to evaluate the performance of the systems or components that they are considering to purchase. The End User agrees to defend, indemnify, and hold Ceiba harmless from and against any and all actions, claims, damages, expenses (including attorney's fees) and liabilities arising from the use of the Software.

9. Agreement Termination

Ceiba may terminate this EULA at any time if the End User violates its terms. Upon termination, the End User should immediately uninstall the Software and return all copies of the product to Ceiba.

10. U.S. Government End User

The Software is provided with 'RESTRICTED RIGHTS'. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR 52.227-14 and DFAR 252.227-7013 et seq. or its successor. Use of the Software by the U.S. Government constitutes acknowledgment of Ceiba's proprietary rights therein. The Contractor or Manufacturer is Ceiba at its legal registration address.

11. Applicable Law and Export Controls

Claims arising under this EULA shall be governed by the laws of Massachusetts, regardless of its choice of law principles, and the United Nations Convention on Contracts for the Sale of Goods. The End User may not export the Software, services, technical information, or any other Software-related materials in violation of applicable export laws and regulations. Ceiba is not obligated under any other agreements unless they are made in writing and signed by an authorized representative of Ceiba.