| Recursion Pharmaceuticals, Inc. | |
| Non-Commercial End User License Agreement | |
| 1. INTRODUCTION. | |
| This Non-Commercial End User License Agreement (as may be revised | |
| from time to time, this "Agreement") is a binding agreement between You | |
| (as defined below) and Recursion Pharmaceuticals, Inc., a Delaware | |
| corporation with offices located at 41 S. Rio Grande St., Salt Lake City, | |
| UT 84101 ("We," "Us," or "Our"). This Agreement grants You a license to | |
| Use (as defined below) certain Licensed Materials (as defined below) | |
| subject to Your acceptance of all terms contained in this Agreement. | |
| While this Agreement is not a Creative Commons license, it incorporates | |
| certain core principles thereof, including attribution, non-commercial, | |
| and ShareAlike (similar to CC BY-NC-SA). | |
| If You wish to Use the Licensed Materials or Derivative Technology | |
| for any purpose not permitted by this Agreement, please contact Us to | |
| discuss such Use - a commercial license may be available. Any such | |
| commercial Use by You (to the extent approved by Us) will be subject to | |
| separate commercial licensing terms, and We will retain sole discretion | |
| whether or not to agree to any such Use and grant such license (including | |
| the applicable terms thereof). | |
| Please read the terms of this Agreement carefully before Using any | |
| of the Licensed Materials. By Using any of the Licensed Materials or by | |
| clicking to accept or agree to the terms of this Agreement, You agree | |
| that You have read and understand the terms of this Agreement, and | |
| further agree to accept and agree to comply with the terms of this | |
| Agreement. You represent that You are at least 18 years of age, and if | |
| You are accessing or using the Licensed Materials on behalf of an entity, | |
| that You have the leg al authority to enter into this Agreement on that | |
| entity's behalf. If You do not agree to the terms of this Agreement, then | |
| You must not Use any Licensed Materials and You should click to reject or | |
| not agree to the terms of this Agreement. | |
| We may revise this Agreement from time to time, for any reason. | |
| Any change to this Agreement will be effective immediately upon posting | |
| unless We state otherwise. You should check this Agreement on the Site | |
| regularly. Your continued Use of the Licensed Materials after any changes | |
| to this Agreement constitutes Your binding acceptance of this Agreement | |
| as revised, including such changes. | |
| 2. DEFINITIONS. | |
| "Derivative Technology" meansany product or technologygenerated, | |
| conceived, developed, or | |
| reduced to practice through Your Use of, or derived from or based on, any | |
| Licensed Material. | |
| "Intellectual Property Rights" means all intellectual property and | |
| proprietary rights of any kind, however denominated, throughout the | |
| world, including all rights in patents, patent applications, copyrights, | |
| trademarks, trade secrets, designs, inventions, works of authorship, | |
| software (including source code and object code), documentation, know- | |
| how, methods, processes, algorithms, data and databases, and all updates, | |
| upgrades, new versions, and enhancements of any and all of the foregoing, | |
| and all registrations and applications for any and all of the foregoing. | |
| "Licensed Intellectual Property Rights" means copyrights and similar | |
| rights closely related to | |
| copyrights, including rights in software, data, and databases, (a) owned | |
| or otherwisecontrolled by Us and | |
| (b) necessary for You to exercise Your rights under, and in strict | |
| accordance with the terms of, this | |
| Agreement. "Licensed Intellectual Property Rights" does not include any | |
| other Intellectual Property | |
| Rights, including patent rights, trademark rights, moral rights, or | |
| publicity, privacy, or other similar personality rights. | |
| "Licensed Materials" means the Recursion Software to which We | |
| apply this Agreement. For clarity, references to the "Licensed Materials" | |
| in this Agreement include any portion thereof. | |
| "Permitted Purpose" means non-commercial research, academic, and | |
| educational purposesonly. For the purposes of this definition, "non- | |
| commercial research" means research not primarily intended for or | |
| directed towards commercial advantage or monetary compensation. | |
| "Recursion Software" means Recursion's proprietary software | |
| (including, without limitation, Recursion's proprietary AI Models) made | |
| available to You through the Site, including any updates or upgrades | |
| thereto and any written documentation or other media related thereto made | |
| available to You. The Recursion Software will not be provided in source | |
| code format. | |
| "Site" means www.rxrx.ai and https://developer.nvidia.com/login, | |
| together with their respective subdomains. | |
| "Use" (and its correlatives) means use, download and access of the | |
| Licensed Materials. | |
| "You" (and its correlatives) means the individual(s) or | |
| entity(ies) that Use the Licensed Materials under this Agreement. If you | |
| are Using the Licensed Materials in your individual capacity, all | |
| references to "You" reference you as an individual person. If you are | |
| Using the Licensed Materials on behalf of a company or other entity, all | |
| references to "You" reference both you as an individual person and that | |
| company or entity. | |
| 3. LICENSE GRANT. | |
| Subject to Your compliance with the terms of this Agreement, We | |
| grant to You a personal, limited, non-exclusive, non-transferable, non- | |
| sublicensable, royalty-free, irrevocable (except as set forth below) | |
| license under the Licensed Intellectual Property Rights to Use the | |
| Licensed Materials solely for the Permitted Purpose. | |
| For clarity, and without limiting the generality of the foregoing, | |
| You may not, in any and all fields (unless otherwise indicated): | |
| (a) sell, lease, rent, lend, license, sublicense, assign, | |
| distribute, share, publish, transfer, or otherwise make available the | |
| Licensed Materials or Derivative Technology to any individual or entity | |
| for monetary compensation; | |
| (b) Use the Licensed Materials or Derivative Technology, in each | |
| case, to initiate or conduct, either for Yourself, Your affiliates, or a | |
| third party, (i) a program directed to the research, development, | |
| manufacture, commercialization, or exploitation of any product (including | |
| any pharmaceutical, biologic, or diagnostic product in any and all fields | |
| including, but not limited to, neuroscience, oncology, cardiometabolic, | |
| immunology and inflammation, rare disease, or infectious disease; or (ii) | |
| a service that is, or if successful ultimately would be, intended for | |
| commercial sale, distribution, or offering, including validating a | |
| biological target in connection with the foregoing activities | |
| (collectively, a "Commercial Program"); | |
| (c) Use the Licensed Materials or Derivative Technology, in each | |
| case, to conduct any research or development to validate any target in | |
| the field of neuroscience; | |
| (d) Use the Licensed Materials or Derivative Technology, in each | |
| case, to directly or indirectly research, develop, commercialize, or | |
| exploit any software, model, algorithm, platform, or artificial | |
| intelligence (collectively, "AI Models") that is, or if successful | |
| ultimately would be, intended for | |
| commercial sale, distribution, or offering; | |
| (d) deploy any AI Model trained on the Licensed Materials or | |
| Derivative Technology, in each case, for the purpose of initiating or | |
| conducting, either for Yourself, Your affiliates, or a third party, any | |
| Commercial Program; | |
| (e) Use the Licensed Materials or Derivative Technology (including | |
| any AI Model trained on Licensed Materials), in each case, for the sale, | |
| offer for sale, or performance of commercial services; | |
| (f) engage in, or advise in the engaging of, any trading of | |
| securities using or based on the Licensed Materials or Derivative | |
| Technology; or | |
| (g) publish any article or other document, or deliver any | |
| presentation for monetary compensation that is based on Your Use of the | |
| Licensed Materials or Derivative Technology (for clarity, this sub-clause | |
| (g) will not prohibit You from publishing or presenting any article, | |
| document, or presentation that You author or present Yourself in any | |
| medium or format so long as You do not directly or indirectly receive any | |
| monetary compensation for such publication or presentation). | |
| 4. ATTRIBUTION REQUIREMENTS. | |
| You must include an attribution to Us in the applicable form set | |
| forth below when citing any Recursion Software constituting an AI Model: | |
| For any Recursion Software constituting an AI Model: "We used the Phenom- | |
| Beta AI model, available from Recursion Pharmaceuticals, with software | |
| documentation at www.rxrx.ai, and from NVIDIA Corporation at | |
| https://developer.nvidia.com/docs/bionemo-service/phenom- beta.html, | |
| pursuant to Recursion Pharmaceuticals' licensing terms at [insert | |
| hyperlink to this Agreement]. Under this license, Recursion | |
| Pharmaceuticals disclaims all representations and warranties with respect | |
| to such AI model." | |
| You should insert the information specified in brackets above, and delete | |
| such brackets, when including such attribution. | |
| In addition, You must indicate whether You modified the applicable | |
| Licensed Material, or otherwise used any Licensed Material to create any | |
| Derivative Technology, and if so, indicate that such Derivative | |
| Technology was created using such Licensed Material, and retain any | |
| indication of the foregoing previously made by other individuals or | |
| entities. | |
| If We request, You must remove any of the information required | |
| above to the extent reasonably practicable. Nothing in this Agreement | |
| constitutes or may be construed as permission to assert or imply that You | |
| are, or that Your Use of the Licensed Materials or Derivative Technology | |
| is, connected with, or sponsored, endorsed, or granted official status | |
| by, Us. | |
| 5. ACCEPTABLE USE TERMS | |
| You will not, and will not permit or encourage any other individual or | |
| entity to: | |
| (a) reverse engineer, disassemble, decompile, decode, adapt, or | |
| otherwise attempt to derive, recreate, or gain access to the source code | |
| of the Recursion Software, in whole or in part; | |
| (b) except as expressly permitted by Section 3 (License Grant), | |
| modify, adapt, or create derivative works or improvements of the Licensed | |
| Materials; | |
| (c) except as expressly permitted by Section 3 (License Grant), | |
| sell, lease, rent, lend, license, sublicense, assign, distribute, share, | |
| publish, transfer, or otherwise make available the Licensed Materials to | |
| any individual or entity; | |
| (d) Use the Licensed Materials in any manner or for any purpose | |
| that infringes, misappropriates, or otherwise violates any Intellectual | |
| Property Right of any individual or entity; | |
| (e) remove, delete, alter, or obscure any trademarks or any | |
| copyright, trademark, patent, or other Intellectual Property Right | |
| notices from the Licensed Materials, including any copy thereof; | |
| (f) Use the Licensed Materials to violate any national or | |
| international law, statute, decree, rule, or regulation; | |
| (g) attempt to interfere with the proper working of the Recursion | |
| Software, or remove, disable, circumvent, or otherwise create or | |
| implement any workaround to any security or technological measures for | |
| the Licensed Materials, including any measures that control access to the | |
| Licensed Materials; | |
| (h) disrupt or interfere with the Recursion Software or Our | |
| systems, servers, or networks, or fail to comply with any requirements, | |
| procedures, policies, or regulations of networks connected to the | |
| Recursion Software, or transmit any viruses, worms, defects, Trojan | |
| horses, spyware, malware, ransomware, or any items of a destructive | |
| nature through Your Use of the Recursion Software; or | |
| (i) Use the Licensed Materials in any abusive or illegal way, as | |
| determined in Our sole discretion. | |
| 6. INTELLECTUAL PROPERTY RIGHTS. | |
| You acknowledge and agree that the Licensed Materials are provided | |
| under license, and not sold, to You. You acknowledge and agree that the | |
| Licensed Intellectual Property Rights are proprietary to Us, and the | |
| Licensed Materials are protected under copyright and other Intellectual | |
| Property Rights owned or controlled by Us. We own and retain ownership of | |
| all Our Intellectual Property Rights, including all rights, title, and | |
| interests in and to the Licensed Materials (including any portion thereof | |
| that may be incorporated into any Derivative Technology). Under | |
| applicable law, Your separate contribution to any Derivative Technology | |
| may be subject to Intellectual Property Rights owned or controlled by You | |
| ("Arising Intellectual Property Rights"). | |
| All rights not expressly granted to You herein are reserved for | |
| Us. Except for the limited license granted to You herein, this Agreement | |
| does not grant You any ownership or other rights or interests in or to | |
| the Licensed Materials or Licensed Intellectual Property Rights, whether | |
| by implication, estoppel, or otherwise. | |
| 7. SHARING LICENSED MATERIALS. | |
| Every individual or entity with whom You share the Recursion | |
| Software (including any portion of the Recursion Software | |
| incorporatedinto any Derivative Technology) automatically receives an | |
| offer from Us to Use such Recursion Software or portion thereof, as | |
| applicable, underthe terms of this Agreement. | |
| If You share any Derivative Technology with any individual(s) or | |
| entity(ies), then the license You apply to Your Arising Intellectual | |
| Property Rights in such Derivative Technology must be essentially the | |
| equivalent of this Agreement,and forthe avoidance of doubt, must not | |
| permit any Use of such Derivative Technology in a manner that is | |
| inconsistent with the Permitted Purpose, including the restrictions set | |
| forth in Section 3 above. | |
| If You share any Recursion Software or Derivative Technology, You | |
| may not offer or impose on any recipient of the Recursion Software or | |
| Derivative Technology any additional or different terms or conditions, or | |
| apply any technological measures to, the recipient's use of the Recursion | |
| Software or Derivative Technology if doing so restricts such recipient | |
| from Using the Recursion Software or Derivative Technology to the same | |
| extent as is permitted under this Agreement. | |
| 8. UPDATES. | |
| We will have no obligation to provide upgrades or updates to the | |
| Licensed Materials. You acknowledge that You may be required on a | |
| periodic or as-needed basis to apply updates to or re- download and re- | |
| install the Recursion Software to address security, interoperability, or | |
| performance issues, or to incorporate new features. You will promptly | |
| apply such updates to, or download and install, as applicable, all such | |
| updates or upgrades, and acknowledge and agree that the Licensed | |
| Materials or portions thereof may not properly operate should You fail to | |
| do so. We may also modify or delete in their entirety certain features | |
| and functionality of the Licensed Materials, and You agree that We have | |
| no obligation to continue to provide the Licensed Materials or enable any | |
| particular features or functionality thereof. | |
| 9. THIRD-PARTY MATERIALS. | |
| The Licensed Materials may display, include, or make available | |
| third-party content and functionality (including data, information, | |
| applications, and other products, services, or materials), or provide | |
| links to third-party websites or services ("Third-Party Materials"). You | |
| acknowledge and agree that We are not responsible for Third-Party | |
| Materials, including their accuracy, completeness, timeliness, validity, | |
| copyright compliance, legality, decency, quality, or any other aspect | |
| thereof. We do not assume and will not have any liability or | |
| responsibility to You or any other individual or entity for any Third- | |
| Party Materials. Third-Party Materials and links thereto are provided | |
| solely as a convenience to You, and You will access and use them entirely | |
| at Your own risk and subject to such third party's terms and conditions. | |
| 10. PRIVACY POLICY. | |
| You acknowledge that when You Use any of the Licensed Materials, | |
| We may use automatic means (including, for example, cookies and | |
| webbeacons) to collect information about Your electronic device and about | |
| Your use of the Licensed Materials. You also may be required to provide | |
| certain information about Yourself as a condition to Using the Licensed | |
| Materials, or certain of their features or functionality. All information | |
| We collect through or in connection with the Licensed Materials is | |
| subject to Our Privacy Policy at https://www.recursion.com/privacy-notice | |
| (the "Privacy Policy"), which is incorporated herein by reference. By | |
| Using the Licensed Materials, You consent to all actions taken by Us with | |
| respect to Your information in compliance with the Privacy Policy. | |
| 11. TERM AND TERMINATION. | |
| The term of this Agreement ("Term") commences when You download | |
| the Recursion Software or otherwise Use any Licensed Materials, and | |
| continues for the term of the Licensed Intellectual Property Rights | |
| unless otherwise earlier terminated. | |
| Your rights under this Agreement terminate automatically if You | |
| fail to comply with this Agreement. Where Your right to Use the Licensed | |
| Materials has terminated as provided in the immediately preceding | |
| sentence, Your right reinstates (a) automatically as of the date the | |
| violation is cured, provided it is cured within 30 days of Your discovery | |
| of the violation, or (b) upon express reinstatement by Us. However, this | |
| paragraph does not affect any right that We may have to seek remedies for | |
| Your violation of this Agreement. | |
| For the avoidance of doubt, We may also offer the Licensed | |
| Material under separate terms or conditions, or stop distributing or | |
| making the Licensed Materials available at any time; however, doing so | |
| will not terminate this Agreement. | |
| Upon termination of this Agreement: (i) all licenses and other | |
| rights granted to You under this Agreement will terminate; (ii) You will | |
| immediately cease all use of the Licensed Materials, and will delete or | |
| otherwise destroy, at Your cost, all Licensed Materials (including, for | |
| clarity, all copies thereof), provided that You may continue practicing | |
| Your Arising Intellectual Property Rights in any Derivative Technology so | |
| long as You do not Use the Licensed Materials (including any portion | |
| thereof incorporated into the Derivative Technology); and (iii) the | |
| provisions of this Agreement which by their nature must survive | |
| termination of this Agreement will continue in force upon any | |
| termination, including, but not limited to, Your obligations relating to | |
| Intellectual Property Rights, disclaimer of warranties, limitation of | |
| liability, effects of termination, and the general provisions. | |
| 12. DISCLAIMER OF WARRANTIES. | |
| THE LICENSED MATERIALS, INCLUDING ANY THIRD-PARTY MATERIALS | |
| PROVIDED THEREIN, ARE BEING PROVIDED "AS IS," WITH ALL FAULTS AND | |
| DEFECTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE | |
| MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, ON OUR OWN BEHALF AND | |
| ON BEHALF OF OUR AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, | |
| OFFICERS, EMPLOYEES, PARTNERS, LICENSORS, AGENTS, SUCCESSORS, AND | |
| ASSIGNS, EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER | |
| EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED | |
| MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS | |
| FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES | |
| THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR | |
| TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO | |
| WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE | |
| LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED | |
| RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, | |
| SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE | |
| OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS | |
| CAN OR WILL BE CORRECTED. WE DO NOT ENDORSE OR REPRESENT OR GUARANTEE THE | |
| TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY LICENSED MATERIALS. YOU | |
| ACCEPT THE ENTIRE RISK OF THE ACCURACY, RELIABILITY, SECURITY, OR OTHER | |
| PERFORMANCE WITH RESPECT TO YOUR USE OF THE LICENSED MATERIALS OR OTHER | |
| EXERCISE OF YOUR RIGHTS UNDER THIS AGREEMENT, INCLUDING YOUR DEVELOPMENT | |
| OR USE OF ANY DERIVATIVE TECHNOLOGY. THIS DISCLAIMER OF WARRANTIES WILL | |
| BE INTERPRETED IN A MANNER THAT, TO THE FULLEST EXTENT PERMITTED BY | |
| APPLICABLE LAW, MOST CLOSELY APPROXIMATES AN ABSOLUTE DISCLAIMER OF | |
| WARRANTIES. | |
| 13. LIMITATION OF LIABILITY. | |
| TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT | |
| WILL WE OR ANY OF OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE | |
| DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, LICENSORS, AGENTS, SUCCESSORS, | |
| OR ASSIGNS,HAVE ANY LIABILITY FOR ANY DIRECT, SPECI AL, INDIRECT, | |
| INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER LOSSES, COSTS, | |
| EXPENSES, OR DAMAGES ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE | |
| LICENSED MATERIALS OR OTHER EXERCISE OF YOUR RIGHTS UNDER THIS AGREEMENT, | |
| INCLUDING YOUR DEVELOPMENT OF ANY DERIVATIVE TECHNOLOGY. THE FOREGOING | |
| LIMITATION WILL APPLY WHETHER SUCH LOSSES, COSTS, EXPENSES, OR DAMAGES | |
| ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR | |
| OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE | |
| WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF | |
| LIABILITY WILL BE INTERPRETED IN A | |
| MANNER THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MOST | |
| CLOSELY APPROXIMATES AN ABSOLUTE WAIVER OF ALL LIABILITY. | |
| 14. INDEMNIFICATION. | |
| You agree to indemnify, defend, and hold harmless Us, Our | |
| affiliates, and Our and their respective officers, directors, employees, | |
| partners, licensors, agents, successors, and assigns from and against any | |
| and all losses, damages, liabilities, deficiencies, claims, actions, | |
| judgments, settlements, interest, awards, penalties, fines, costs, or | |
| expenses of whatever kind, including reasonable attorneys' fees, arising | |
| from or relating to Your use of the Licensed Materials or other exercise | |
| of Your rights under this Agreement (including Your development of any | |
| Derivative Technology), Your access to or use of any Third-Party | |
| Material, Your breach of any term of this Agreement, or Your violation of | |
| any law or right of a third party (including any Intellectual Property | |
| Rights of a third party). | |
| 15. GENERAL PROVISIONS. | |
| US Government Rights. The Licensed Materials include commercial | |
| computersoftware, as such term is defined in 48 C.F.R. ß2.101. | |
| Accordingly, if You are an agency of the US Government or any contractor | |
| therefore, You receive only those rights with respectto the Licensed | |
| Materials as are granted to all other end users under license, in | |
| accordance with (a) 48 C.F.R. ß227.7201 through 48 C.F.R. | |
| ß227.7204, with respect to the Department of Defense and their | |
| contractors, or (b) 48 C.F.R. ß12.212, with respect to all other US | |
| Government licensees and their contractors. | |
| Export Regulation. The Licensed Material or Derivative Technology | |
| may be subject to US export control laws, including the Export Control | |
| Reform Act and its associated regulations. You will not, directly or | |
| indirectly, export, re-export, or release the Licensed Material or any | |
| Derivative Technology to, or make the Licensed Material or any Derivative | |
| Technology accessible from, any jurisdiction or country to which export, | |
| re-export, or release is prohibited by law, rule, or regulation. You will | |
| comply with all applicable federal laws, regulations, and rules, and | |
| complete all required undertakings (including obtaining any necessary | |
| export license or othergovernmental approval), prior to exporting, re - | |
| exporting, releasing, or otherwise making the Licensed Material or any | |
| Derivative Technology available outside the United States. | |
| Assignment. You may not assign this Agreement or any of your | |
| rights or obligations hereunder without Our prior written consent and any | |
| attempt to do so without such consent will cause this Agreement and any | |
| of Your rights hereunderto be null and void. We may assign this Agreement | |
| or any of Our rights or obligations hereunder without Your consent. | |
| Governing Law; Venue. This Agreement will be governed by and | |
| construed in accordance with the laws of the State of Utah, United | |
| States, without giving effect to any choice of law provision or rule | |
| thatwould cause the application of laws of any otherjurisdiction and | |
| without regard to the United Nations Convention on Contracts for the | |
| International Sale of Goods. You irrevocably agree that the state and | |
| federalcourts in the County of Salt Lake, Utah, United States, will have | |
| exclusive jurisdiction to settle any dispute or claim arising out of or | |
| in connection with this Agreement, submit to the jurisdiction of such | |
| courts, and consent to venue in such forum with respectto any action or | |
| proceeding that relates to this Agreement. If We are the prevailing party | |
| in any action to enforce this Agreement,then We will be entitled to | |
| recover Our reasonable costs and expenses in connection with such action, | |
| including reasonable attorneys' fees. | |
| Equitable Relief. You acknowledge and agree that the restrictions | |
| set forth in this Agreement are reasonable and necessary to protect Our | |
| legitimate interests, and that We would not have entered into this | |
| Agreement in the absence of such restrictions, and that any breach or | |
| threatened breach by You of any provision of this Agreement will result | |
| in irreparable injury to Us, for which there will be no adequate | |
| remedy at law. In the event of any breach or threatened breach by You of | |
| any provision of this Agreement, We will be authorized and entitled to | |
| obtain from any court of competent jurisdiction injunctive relief, | |
| whether preliminary or permanent, specific performance, and an equitable | |
| accounting of all earnings, profits, and otherbenefits arising from such | |
| breach, which rights will be cumulative and in addition to any | |
| otherrights or remedies to which We may be entitled at law orin equity. | |
| You waive any requirement that We post a bond or other security as a | |
| condition for obtaining any such relief, or show irreparable harm, | |
| balancing of harms, consideration of the publicinterest, or inadequacy of | |
| monetary damages as a remedy. | |
| Section Titles. The section titles and headers are for convenience | |
| or reference only and in no way define, limit, or affect the scope or | |
| substance of any section of this Agreement. | |
| Entire Agreement. Other than the Privacy Policy and any commercial | |
| agreement that You have executed with Us in relation to the Licensed | |
| Materials, this Agreement constitutes the entire agreement between You | |
| and Us with respect to the Licensed Materials. | |
| Severability. If any provision of this Agreement is held to be | |
| unenforceable for any reason, then such provision will be reformed only | |
| to the extent necessary to make it enforceable,and such holding will not | |
| impair the validity, legality, or enforceability of the remaining | |
| provisions. | |
| Waiver. No delay or omission by Us in exercising any right | |
| underthis Agreement will operate as a waiver of that or any otherright. A | |
| waiveror consent given by Us on any one occasion will be effective only | |
| in that instance and will not be construed as a bar or waiver of any | |
| right on any other occasion. | |
| English Language. This Agreement is in the English language only, | |
| which language will be controlling and any revision of this Agreement in | |
| any other language will not be binding. | |
| Questions, Comments, and Concerns. All requests for technical | |
| support, and other communications relating to the Licensed Materials or | |
| the subject matter of this Agreement, including questions, inquiries, and | |
| concerns, should be directed to info@rxrx.ai. | |