XENNEX FREE TRIAL SUBSCRIBER AGREEMENT

Your access to and use of GeneCards is subject to the terms of the agreement below ("Agreement"). To complete the registration and gain access to GeneCards, read the Agreement. By agreeing to the terms and conditions of the Agreement you represent that you are 18 years of age or older and that you have the authority to contract on behalf of the company which you represent (“Company”). You also represent that you are not a current GeneCards password holder nor are you employed by an entity that is a current GeneCards subscriber. Xennex, Inc. (“Xennex”) also reserves the right to cancel any GeneCards Free Trial password for any reason.

  1. License.

    a. Grant. You are granted a non-chargeable, non-exclusive, non-transferable, non-sublicensable, limited license to access GeneCards, which comprises a database of genetic information (such database, “the GeneCards Database”) and software permitting a user to search the GeneCards Database (“the GeneCards Display Software”), during the period and subject to the terms and conditions set out herein. You may use this data only in the regular course of your research and related work. You may also create printouts of any GeneCards material for internal use and for distribution to third parties if the third parties agree not to further disclose and/or distribute the printouts.

    You specifically acknowledge that you may not: (i) disassemble, decompile or reverse engineer GeneCards or any portion thereof, nor permit any third party to do so; (ii) copy GeneCards; (iii) modify, process, or create derivative works based upon GeneCards or any portion thereof; or (iv) sell, lease, rent, sublicence, redistribute or otherwise transfer to any third party in any form whatsoever GeneCards or any of your rights hereunder, in whole or in part.

    b. Intellectual Property Rights. By subscribing to this Agreement and using the GeneCards, you or your Company do not acquire any right of ownership or title in or to the GeneCards Database or the GeneCards Display Software or any portion thereof. Yeda Research and Development Company, Ltd. (“Yeda”) retains all right, title and interest in and to GeneCards (excluding Information in the GeneCards obtained from third parties) and the intellectual property rights relating thereto, save for the rights granted to Xennex.

  2. Disclaimer of Warranties.

    GENECARDS IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO GENECARDS AND/OR ANY INTELLECTUAL PROPERTY RIGHTS RELATING THERETO OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. XENNEX, YEDA AND/OR THE WEIZMANN INSTITUTE OF SCIENCE, AND THEIR RESPECTIVE EMPLOYEES, OFFICE HOLDERS AND DIRECTORS HAVE NO LIABILITY TO YOU FOR ANY CLAIMS, DEMANDS, COSTS, LOSSES, LIABILITIES, DAMAGES OR EXPENSES WHATSOEVER (COLLECTIVELY, "CLAIMS") RELATING TO THIS AGREEMENT OR ITS PERFORMANCE (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE USE OF GENECARDS AND/OR ANY PART THEREOF), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE. WITHOUT DEROGATING FROM THE GENERALITY OF THE AFOREGOING, IN NO EVENT WILL XENNEX, YEDA AND/OR THE WEIZMANN INSTITUTE OF SCIENCE BE LIABLE TO YOU FOR ANY CLAIMS RELATING TO YOUR INABILITY OR FAILURE TO PERFORM RESEARCH OR RELATED WORK OR YOUR FAILURE TO PERFORM RESEARCH OR OTHER WORK PROPERLY OR COMPLETELY EVEN IF ASSISTED BY XENNEX. XENNEX, YEDA AND THE WEIZMANN INSTITUTE OF SCIENCE ARE NOT LIABLE FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, EVEN IF YOU ARE ADVISED OF THE POSSIBILITY OF ANY DAMAGES.

    Use of GeneCards is at your sole and exclusive risk.

  3. Responsibility for Certain Matters.

    You are responsible for all access to GeneCards by your Company, by means of your equipment or the GeneCards password, even if you did not authorize the access and use.

  4. Reservation of Rights.

    Xennex may modify the terms and conditions of this Agreement including, the imposition of access and usage limitations. Any modifications will be effective immediately upon notice to you

  5. Information in the GeneCards Database and Links

    Information in the GeneCards Database may be proprietary information of third parties and no rights are granted in respect thereof under this Agreement.Linking to a third party site through the Xennex site may subject you to such third party’s terms of use, and use of data available through that site may require a third party licence agreement Before using any third party site, you should review the terms governing use of that site.

    A link may not take you directly to a page on a third party site that displays that site’s terms of use, and therefore you should always link to, and review, that site’s terms of use prior to using that site.

    None of Xennex, the Weizmann Institute of Science and Yeda endorses or is responsible for any data, software or other content available from such third party sites or resources or their privacy policies.

  6. Term and Termination.

    This Agreement will become effective upon your acceptance and will continue in force for sixty (60) days. Xennex may terminate this Agreement immediately if you breach this Agreement or if any information provided by you is found to be false or fraudulent or in the event that the GeneCards Package or any part thereof ceases to be available for reasons beyond Xennex’s control.

    On expiration or termination of this Agreement, the rights granted to you under this Agreement shall automatically terminate and you shall make no further use of the GeneCards Database.

  7. Notices.

    All notices are sent to Xennex at 51 Mill Street, Suite 11, Hanover, MA 02339 and to the address you provided in the registration.

  8. Governing Law and Venue.

    The laws of the Commonwealth of Massachusetts, USA govern this Agreement. You consent to exclusive jurisdiction and venue of the courts Massachusetts

  9. Other Provisions.

    This is the entire agreement between the parties with respect to your right to access and use GeneCards. It supersedes all prior agreements. Neither this Agreement nor any part may be assigned, sublicensed or otherwise transferred by you without Xennex's prior written consent. If any provision of this Agreement found to be void, invalid, unenforceable or illegal, the validity and enforceability of the other provisions will not be affected. Failure to enforce any provision of this Agreement is not a waiver of the provision or of the right to enforce the provision. The headings and captions contained are inserted for convenience only and do not constitute a part of the Agreement.