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QIAGEN Digital Insights User Agreement

IMPORTANT: PLEASE READ THIS USER AGREEMENT (“Agreement”) CAREFULLY. ACCESSING OR USING ANY COMPONENT OF LICENSED MATERIALS (DEFINED BELOW) OR CLICKING THE “ACCEPT” OR SIMILAR BUTTON, IF SUCH A BUTTON IS AVAILABLE, CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. THE TERMS AND CONDITIONS OF THIS USER AGREEMENT GOVERN YOUR RIGHTS TO THE LICENSED MATERIALS AND SERVICES TO BE SUPPLIED BY QIAGEN HEREUNDER.

YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS USER AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH QIAGEN AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS USER AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY OR INSTITUTION NAMED AS THE CUSTOMER ON THE ORDERING DOCUMENT (DEFINED BELOW), AND TO BIND THAT COMPANY OR INSTITUTION TO THIS USER AGREEMENT. THE TERM “CUSTOMER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE CUSTOMER ON THE ORDERING DOCUMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS USER AGREEMENT, YOU MAY NOT ACCESS OR USE ANY COMPONENT OF LICENSED MATERIALS.

THIS USER AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

PLEASE NOTE THAT THE TERMS OF THIS USER AGREEMENT ARE SUBJECT TO CHANGE BY QIAGEN IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, QIAGEN will make a new copy of the User Agreement available at the QIAGEN website or through the Hosted Offering. QIAGEN will also update the “Last Updated” date at the bottom of this User Agreement. QIAGEN will request that you assent to the updated terms, provided that if you do not assent to the updated terms, then you may decline and discontinue all use of and access to the Licensed Materials. Otherwise, your continued use of any component of the Licensed Materials constitutes your acceptance of such change(s).

IF CUSTOMER IS DEEMED TO HAVE ORDERED LICENSED MATERIALS OR OTHER SERVICES (AS RELEVANT), QIAGEN’S ACCEPTANCE IS EXPRESSLY CONDITIONAL ON ASSENT TO THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY THE CUSTOMER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OR ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF QIAGEN SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY.

NOTWITHSTANDING ANYTHING ELSE STATED HEREIN, IF CUSTOMER AND QIAGEN HAVE EXECUTED A WRITTEN AGREEMENT IN CONNECTION WITH CUSTOMER’S ACCESS TO THE LICENSED MATERIALS OR COMPONENT THEREOF AND SUCH AGREEMENT DOES NOT REFERENCE THIS AGREEMENT (“SIGNED AGREEMENT”), THEN THE TERMS OF THE SIGNED AGREEMENT SHALL GOVERN AND CONTROL WITH RESPECT TO THE SAME.

QIAGEN SUGGESTS THAT YOU PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR FUTURE REFERENCE.

1. Definitions

Add-on” means any additional software feature or executable not required for core function of, but enables additional functionality to, a Software or Hosted Offering.

API” means any published application programming interface or integration modules for the Software, Hosted Offering, or Content that is provided or otherwise made available to Customer by QIAGEN, if any.

Authorized Reseller” shall mean any authorized reseller of QIAGEN products who validly sells Customer rights to use Hosted Offering subject to the terms and conditions of this Agreement.

Authorized Service Provider” means a Customer of QIAGEN who uses the Hosted Offering on behalf of a third party or to whom QIAGEN has granted access rights to the Hosted Offering with the stated understanding that such Customer will be using the Hosted Offering to provide services to its Clients.

Case Variant Sample” means a Variant Sample for an affected individual, patient or proband.

Certified QIAGEN Digital Insights Partner Program” means the program that allows third-parties to integrate Content into their own offering making it accessible to end-customers.

Concurrent User” means any individual provided access to the Licensed Materials by QIAGEN in connection with a Concurrent User License or Limited Concurrent User License who meets the concurrent user requirements set forth in the applicable Ordering Documents.

Concurrent License Number” means the maximum number of Concurrent Users who may access the Licensed Materials in connection with a Concurrent User License at any one time, as set forth in the applicable Ordering Documents.

Content” means any information or content made available by QIAGEN directly or in connection with Customer’s access to or use of the API, Software or Hosted Offering, including without limitation, QIAGEN’s proprietary biological database, data, diagrams, graphs, analysis reports and any third party content made available to Customer directly or in connection with Customer’s access to, or use of, the Software, API or Hosted Offering.

Control Variant Sample” means a Variant Sample for an unaffected individual or for normal tissue from an affected individual, patient or proband.

Customer Biological Data” means all data that Customer or Customer Representative uploads to the Software, API or Hosted Offering or causes or requests that QIAGEN upload into the Software, API or Hosted Offering during the term of this Agreement, including without limitation any Variant Samples, gene lists, custom variant lists or other data.

Customer Representative” shall mean any employee, agent, officer or contractor of Customer who accesses Licensed Materials (or any component thereof) for use on behalf of Customer.

Designated Customer Group” shall mean the group of Customer Representatives designated by the Customer Representative that uses the Software, API or Hosted Offering that will have access to: (i) the Customer Biological Data used to generate Results and (ii) the Results of such use.

Documentation” means written, audio, visual, and/or other user materials related to the Hosted Offering, API, Software or Content provided to Customer including, without limitation, on-line help, and getting started and tutorial information made available through QIAGEN’s web-site.

Hosted Offering” means the QIAGEN online, hosted, or web-based application(s) that are associated with QIAGEN Digital Insights product lines QIAGEN Ingenuity Pathway Analysis (“IPA”), QIAGEN OmicSoft (“OmicSoft”), QIAGEN CLC (“CLC”), QIAGEN Clinical Insight (“QCI”), QIAGEN Ingenuity Variant Analysis (“IVA”) and other software, and databases including but not limited to HGMD, PGMD, GenomeTrax, and that are made accessible to Customer by QIAGEN either (i) via a user account accessing one or more designated websites or servers, or (ii) via installation or download of software, software components, databases etc. and all associated Documentation provided or accessible in connection with such offering, and any updates or upgrades of the same which are made available to Customer hereunder. For clarity, QIAGEN may add new features to, upgrade or modify the Hosted Offering at any time.

License” means the Standard End User License granted herein by QIAGEN to Customer as follows:

  1. Concurrent User License” (CL) means a license which, if granted to Customer pursuant to the terms set forth in this Agreement (as indicated in the applicable Ordering Documents), enables any Concurrent User to access and use the Licensed Materials in the manner identified in the license section for the period of time identified in the Ordering Document, provided that only the number of users designated in the Ordering Document may access the Licensed Materials at any one time and those users shall be limited to the geographies and organizational units identified in the Ordering Documents.
  2. Limited Concurrent User License” (LCL) means a license, which if granted to Customer pursuant to the terms set forth in this Agreement (as indicated in the applicable Ordering Documents), enables up to five (5) named individuals as users to access and use the Licensed Materials in the manner identified in the license section for the period of time identified in the Ordering Document, provided that only the number of users designated in the Ordering Document may access the Licensed Materials concurrently and such named users shall be limited to the geographies and organizational units identified in the Ordering Documents.
  3. Named User License” (NUL) means an IPA, HGMD or OmicSoft license that, if granted to Customer pursuant to the terms set forth in this Agreement (as indicated in the applicable Ordering Documents or as a participant in a trial), enables only the named individual to access and use the Licensed Materials in the manner identified in the license section through Customer’s user account for the period defined in the Ordering Documents.
  4. Pay Per Use License” means an IPA, IVA or QCI license as indicated in the applicable Ordering Documents as a Panel, Exome, Sample or metered use license, that when granted to Customer pursuant to the terms set forth in this Agreement enables the Customer to access and use the Licensed Materials in the manner identified in Section 2Rights of Access and Use (a) for a set period of time as identified in the Ordering Document and expires thereafter. The fees paid to QIAGEN for a Pay Per Use License are based on the number of data files or data sets uploaded or analyses executed as identified in the Ordering Document. To use a Pay Per Use License for IPA, Customer must also have a supporting Search and Explore license.
  5. Search and Explore License” (1-User) means an IPA license that, if granted to Customer pursuant to the terms set forth in this Agreement, enables a Named User or Concurrent User(s) (as indicated in the applicable Ordering Documents) to access and use the Licensed Materials in the manner identified in the license section for the period of time identified in the Ordering Documents but grants no rights to upload Customer Biological Data to Hosted Offering or to run any analysis on Customer Biological Data without a separate license that permits uploading of Customer Biological Data or running of related analyses (e.g. a Pay Per Use License).
  6. Server License” means an OmicSoft or CLC license that allows installation of server Software only on a single computer system, device, workstation, terminal, or other digital electronic or analogue device; and installation of licensed server Software on a second device solely for the purposes of testing software compatibility on new installation environments.
  7. Static License” means a CLC license that permits Customer to use only one copy of the Software on a single specific computer system, device, workstation, terminal, or other digital electronic or analogue device. )

Licensed Materials” means, collectively, the Hosted Offering, Software, Content, Documentation, QIAGEN Background Materials, API, data upload utilities and any updates or upgrades of any of the foregoing accessed, delivered, generated or made available by QIAGEN to Customer or Customer Representatives in connection with this Agreement, and each component thereof.

Maintenance” means a license issued in conjunction with and after a Perpetual license that grants access to Software updates issued during the period defined in the Ordering Documents.

Models” means Results obtained by machine learning based on Content and Customer Biological Data to derive a mathematical procedure for classification or prediction of data. Models may be generated by third party software and algorithms in addition to API, Software or Hosted Offering.

My Findings” means an IPA tool that requires additional licensing and is part of the Hosted Offering that enables users to import molecular relationships in a defined format.

My Findings Repository” means the IPA data storage provided by QIAGEN to Customer to store relationships imported using My Findings for the purpose of utilizing Customer Biological Data in the Hosted Offering for Customer specific analysis and Customer access only.

Named User” means the specific individual provided access to the Licensed Materials by QIAGEN in connection with a Named User License or a Search and Explore License.

Ordering Document(s)” shall mean (a) a QIAGEN invoice or other ordering document mutually approved and executed by the parties that includes certain commercial terms relating to the access to and use of the Licensed Materials, including pricing terms, geography, sharing of Results, any associated services purchased, and/or the period of access (as relevant) and limitations or restrictions related to Customer’s access or use of the Licensed Materials; or (b) if in connection with any free access granted for an early access, beta, evaluation, promotional or other program, then email or other correspondence from QIAGEN personnel describing the terms and duration of such early access, beta, evaluation, promotional or other program; or (c) an Authorized Reseller invoice or other ordering document agreed to between Customer and Authorized Reseller based on a valid QIAGEN quote to the Authorized Reseller, where the access and use rights are indirectly purchased from QIAGEN through the Authorized Reseller; or (d) an Ordering Document mutually approved by the parties that is attached hereto as an exhibit (if any). Multiple Ordering Documents may apply to this Agreement, provided that unless expressly stated otherwise in a mutually agreed upon Ordering Document, the terms specified in an Ordering Document shall be relevant only to the specific items listed on the relevant Ordering Document.

Perpetual” means a license that gives the customer access to the Licensed Materials available at time of purchase, without a term end date.

QIAGEN Background Materials” means any Content incorporated into or contained in any Results, and any proprietary formatting, “look and feel” or other proprietary materials, content or technology of QIAGEN incorporated into or contained in any Results.

Results” means the outputs generated by the API, Software or Hosted Offering based on analysis enabled by Licensed Materials, and/or Customer Biological Data. For clarity, Results will include QIAGEN Background Materials and may include Customer Biological Data, including without limitation the network lists and diagrams, and the functional analysis of Customer Biological Data such as networks, upstream regulators, and downstream effects. Results must be specific and limited to Customer Biological Data analyzed.

Report” means Results obtained by use of the Hosted Offering to execute a Variant Test.

Software” means executable code associated with QIAGEN Digital Insights product lines QIAGEN Ingenuity Pathway Analysis (“IPA”), QIAGEN OmicSoft (“OmicSoft”), QIAGEN CLC (“CLC”), QIAGEN Clinical Insight (“QCI”), QIAGEN Ingenuity Variant Analysis (“IVA”) and other software, and databases including but not limited to HGMD, PGMD, ANNOVAR or GenomeTrax that Customer can install on a computer system, device, workstation, terminal, cloud instance or other digital electronic device.

Variant Sample” means a single immutable set of called variants relative to a human reference genome sequence from one physical sample (e.g. a biopsy). A sample that includes variants from multiple people, or pooled samples from different tissues/time- points/disease states, or multiple independent called variant sets from the same individual or biological specimen will count as multiple Variant Samples. For example, sequencing and calling variants from two samples, one of healthy breast tissue and one of non- healthy breast tissue will be deemed two Variant Samples. A Variant Sample may be a Case Variant Sample or a Control Variant Sample.

Variant Test” means one or more analyses (as specified in the Documentation and/or applicable Ordering Document) run in the Hosted Offering or API on one Case Variant Sample and, optionally, one or more Control Variant Samples.

2. Rights of Access and Use

Customer’s use of and access to Licensed Materials depends on Customer’s license type. Multiple licenses may apply as indicated on the Ordering Documents:

The foregoing license to access the Hosted Offering and use the Licensed Materials is limited to access through the unique user account(s) provided to Customer.

Notwithstanding any of the forgoing, QIAGEN reserves the right to revoke Authorized Service Provider rights at any time.

If the Customer has obtained Named User Licenses, Limited Concurrent User Licenses or Concurrent User Licenses, the foregoing license to access the Hosted Offering and use the Licensed Materials is limited to access through the unique user account(s) provided to Customer. If Customer has obtained a Named User License, the individual who has the Named User License must be confirmed by the applicable Ordering Document that has been accepted by QIAGEN. If Customer has obtained a Concurrent User License, Customer’s license to access the Hosted Offering and use the Licensed Materials shall be limited to the Concurrent License Number. If limitations on geographical use are identified in the Ordering Documents or Agreement, then such limitation will apply to the Named User or Concurrent User as applicable.

3. Customer Restrictions, Obligations and Limitations

The restrictions above shall apply to any component of Licensed Materials that is relevant to the restriction. The Licensed Materials are trade secrets of QIAGEN and its licensors. No part of the Licensed Materials may be used or accessed by competitors of QIAGEN to develop, design or market, data or content or functionality similar to or competitive with the Licensed Materials.

If Customer has licensed IPA My Findings, QIAGEN may use otherwise publicly accessible information from the Customer Biological Data uploaded by Customer into the My Findings Repository such as identification numbers of PubMed content to check whether such otherwise publicly accessible Customer Biological Data are already part of the Hosted Offering to improve its products or to provide services or technologies. QIAGEN will not use any other information from the Customer Biological Data uploaded by Customer into on the My Findings Repository for any other than the aforementioned purpose.

4. Payment

In consideration for rights granted herein, Customer shall pay QIAGEN the fees set forth in the applicable Ordering Document(s) (if any), in accordance with the payment terms set forth therein, provided that, if no payment terms are specified, payments will be due within thirty (30) days of QIAGEN’s delivery of the applicable invoice. Additionally, if QIAGEN determines that Customer exceeded any applicable limitations or restrictions in connection with Customer’s use of the Licensed Materials, then QIAGEN reserves the right to charge the Customer the fees outlined in QIAGEN’s price list for such use. In addition, Customer shall pay or reimburse QIAGEN for all federal, state or local sales, use or other taxes, fees or duties arising out of this Agreement or the transactions contemplated by this Agreement, if any (other than taxes based on the net income of QIAGEN). QIAGEN will have the right, in addition to any of its other rights or remedies, to suspend access to uploaded Customer Biological Data and/or the Licensed Materials, without liability to Customer, if Customer fails to pay amounts owed in accordance with this Agreement or if QIAGEN determines it is necessary to protect the security of the Licensed Materials. Unless explicitly otherwise permitted in the Ordering Documents, all payments shall be made in US Dollars.

5. Intellectual Property

6. Support

If customer has purchased Software, nothing in this agreement shall obligate QIAGEN to provide any support for the Software. QIAGEN may, but shall be under no obligation to, correct any defects in the Software and/or provide updates to Customer of the Software. Customer shall make reasonable efforts to promptly report to QIAGEN any defects Customer finds in the Software, as an aid to creating improved revisions of the Software.

If Customer has purchased support services as identified in the relevant Ordering Document, then Customer shall be entitled to the QIAGEN support purchased for Licensed Materials during the relevant support hours of operation.

7. Confidentiality

QIAGEN and Customer each agree to retain in confidence all non-public information disclosed pursuant to this Agreement that is designated as proprietary and/or confidential (the “Confidential Information”). Notwithstanding the foregoing, all Licensed Materials and the results of any evaluations or testing of Licensed Materials by Customer and/or Customer Representatives shall constitute trade secrets and Confidential Information of QIAGEN without need for any marking or designation. All Customer Biological Data shall constitute Confidential Information of Customer without need for any marking or designation. Each party to this Agreement agrees to:

8. Warranty Disclaimer; Customer Acknowledgement

QIAGEN AND ITS SUPPLIERS PROVIDE THE LICENSED MATERIALS AND ANY SERVICESIN CONNECTION WITH THIS AGREEMENT ON AN “AS IS” BASIS, AND MAKE NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE, WITH RESPECT TO LICENSED MATERIALS, SERVICES DELIVERED HEREUNDER OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, AVAILABILITY, RELIABILITY, USEFULNESS, DATA ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER QIAGEN NOR ANY OF ITS SUPPLIERS WARRANTS THAT THE LICENSED MATERIALS OR ANY PART THEREOF OR SERVICES DELIVERED HEREUNDER WILL MEET CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, AVAILABLE, SECURE OR ERROR- FREE, OR THAT ANY ERRORS WILL BE CORRECTED.

CUSTOMER HEREBY ACKNOWLEDGES THAT SECURITY SAFEGUARDS, BY THEIR NATURE, ARE CAPABLE OF CIRCUMVENTION AND QIAGEN DOES NOT AND CANNOT GUARANTEE THAT CUSTOMER BIOLOGICAL DATA OR OTHER INFORMATION CANNOT BE ACCESSED BY UNAUTHORIZED PERSONS CAPABLE OF OVERCOMING SUCH SAFEGUARDS. IN PARTICULAR, THE LICENSED MATERIALS MAY BE USED TO ACCESS AND TRANSFER INFORMATION, INCLUDING CUSTOMER BIOLOGICAL DATA, OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT QIAGEN DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE THE LICENSED MATERIALS, RESULTS AND/OR CUSTOMER BIOLOGICAL DATA. QIAGEN SHALL NOT BE RESPONSIBLE OR LIABLE FOR SUCH ACTIVITIES. CUSTOMER IS SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF CUSTOMER’S INFORMATION AND SYSTEMS.

VARIANT CLASSIFICATIONS AND FILTERS ARE CUSTOMIZABLE AND ARE INTENDED FOR REFERENCE AND DECISION SUPPORT PURPOSES ONLY. THE LICENSED MATERIALS ARE NOT TO BE USED DIRECTLY FOR TREATMENT OR THERAPEUTIC DECISION-MAKING, AND UNDER NO CIRCUMSTANCES REPRESENT QIAGEN RECOMMENDATIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT CONTENT AND RESULTS ARE NOT INTENDED TO BE STATEMENTS OF FACT OR TRUTH. QIAGEN ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF UNDERLYING LITERATURE AND DATABASES NOR FOR THE OPINIONS AND RECOMMENDATIONS OF AUTHORS OF CURATED LITERATURE AND DATABASES.

CUSTOMER ACKNOWLEDGES THAT QIAGEN PROVIDES MULTIPLE, CONFIGURABLE OPTIONS FOR VARIANT FILTERING AND CLASSIFICATION, AND CUSTOMER ACCEPTS FULL RESPONSIBILITY FOR SPECIFYING AND/OR SELECTING THE APPROPRIATE VARIANT CLASSIFICATION AND/OR FILTERING OPTIONS, AS APPROPRIATE. CUSTOMER ALSO ACKNOWLEDGES AND AGREES THAT CONTENT AND RESULTS ARE NOT INTENDED TO BE MEDICAL ADVICE OR INSTRUCTIONS FOR MEDICAL DIAGNOSIS, TREATMENT OR CARE OF PERSONS OR ANIMALS, AND NO PHYSICIAN-PATIENT RELATIONSHIP IS, OR IS INTENDED TO BE, CREATED BY CONTENT PROVIDED THROUGH THE SERVICES. THE CONTENT IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, EXAMINATION, DIAGNOSIS OR TREATMENT AND SHOULD NOT BE USED TO DIAGNOSE, TREAT, CURE, OR PREVENT DISEASE WITHOUT SUPERVISION OF A DOCTOR OR QUALIFIED HEALTHCARE PROVIDER.

ALTHOUGH MOST CONTENT IS OBTAINED FROM SOURCES CONSIDERED BY QIAGEN TO BE RELIABLE, SOME CONTENT IS SOURCED FROM THE COMMUNITY OF USERS AND LABS WORLDWIDE. THE ACCURACY AND COMPLETENESS OF CONTENT IS NOT GUARANTEED AND NEITHER QIAGEN NOR ANY OF ITS THIRD-PARTY LICENSORS OR CONTENT PROVIDERS SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ERRORS, DELAYS, INTERRUPTIONS, OMISSIONS, OR MALFUNCTIONS WITH RESPECT TO CONTENT OR ITS DELIVERY, REGARDLESS OF THE CAUSE OR SOURCE THEREOF. QIAGEN ASSUMES NO RESPONSIBILITY FOR UNINTENDED, OBJECTIONABLE, INACCURATE, MISLEADING OR UNLAWFUL THIRD-PARTY CONTENT MADE AVAILABLE AS PART OF LICENSED MATERIALS. CONTENT PROVIDERS MAY REQUIRE SEPARATE CONTENT LICENSES DIRECTLY WITH CUSTOMER, AND QIAGEN MAY RESTRICT ACCESS TO ANY SUCH THIRD-PARTY CONTENT UNTIL THE CONTENT PROVIDER NOTIFIES QIAGEN THAT CUSTOMER MAY ACCESS SUCH THIRD-PARTY CONTENT. QIAGEN IS NOT RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY THIRD PARTY CONTENT OR ANY REPRESENTATIONS OR STATEMENTS MADE BY A CONTENT PROVIDER ABOUT ITS THIRD PARTY CONTENT AND ITS INTENDED USE, INCLUDING (BUT NOT LIMITED TO) ANY STATEMENTS THAT CONTRADICT THIS PARAGRAPH, AND CUSTOMER AGREES THAT IN NO EVENT WILL QIAGEN BE LIABLE TO CUSTOMER OR ANY CUSTOMER REPRESENTATIVE IN CONNECTION WITH ANY THIRD PARTY CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

QIAGEN IS NOT RESPONSIBLE FOR ANY LIABILITY OR DAMAGES ARISING FROM CUSTOMER UPLOADING BIOLOGICAL DATA, OPTING-IN FOR COMMUNITY FEATURES (INCLUDING, BUT NOT LIMITED TO, SHARING OF POOLED, ANONYMOUS ALLELE FREQUENCY INFORMATION), OR SHARING OR ACCESSING CONTENT OR RESULTS IN VIOLATION OF ANY AGREEMENT OR LAW OR POLICY OR ANY THIRD PARTY AGREEMENT OR RIGHTS; CUSTOMER IS SOLELY LIABLE AND RESPONSIBLE FOR THESE ACTIONS BY CUSTOMER AND CUSTOMER REPRESENTATIVES.

9. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE TO THE OTHER FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY OR SERVICES, LOSS OF PROFITS, THEFT, CORRUPTION, LOSS, OR DESTRUCTION, UNAUTHORIZED ACCESS TO, UNINTENTIONAL DISCLOSURE OR ALTERATION OF ANY DATA, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR UNDER THIS AGREEMENT OR FOR BREACH OF THIS AGREEMENT OR IN CONNECTION WITH THE PROVISION OF ACCESS TO ANY PRODUCTS OR ANY SERVICES HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AMOUNTS PAID TO QIAGEN BY CUSTOMER FOR THE SPECIFIC LICENSED MATERIALS OVER THE PRECEDING TWELVE (12) MONTH PERIOD (AND IN THE CASE OF CUSTOMER’S LIABILITY ANY AMOUNTS PAID OR DUE FOR THE SPECIFIC LICENSED MATERIALS OVER THE PRECEDING TWELVE (12) MONTH PERIOD) IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO ANY FEES DUE TO QIAGEN HEREUNDER OR ANY BREACH OF SECTION 2 RIGHTS OF ACCESS AND USE, SECTION 3 CUSTOMER RESTRICTIONS, OBLIGATIONS AND LIMITATIONS OR SECTION 7 CONFIDENTIALITY, OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

IN NO EVENT WILL QIAGEN BE RESPONSIBLE FOR THE PROVISION, FUNCTIONALITY, COSTS OR PERFORMANCE OF ANY SOFTWARE, HARDWARE OR SYSTEM PROVIDED BY A THIRD PARTY, INCLUDING BUT NOT LIMITED TO THE AMAZON WEB SERVICES, CLC GENOMICS CLOUD ENGINE OR OTHER CLOUD-BASED SERVICES (“CLOUD SERVICES”). THE SOFTWARE INCLUDING THE CLOUD SERVICES INFRASTRUCTURE LEVERAGES AND SATISFIES THE CURRENT SECURITY REQUIREMENTS AND STANDARDS INHERENT TO THE CLOUD SERVICES IT IS DEPLOYED AND RUN ON. HOWEVER, IT IS THE CUSTOMERS SOLE RESPONSIBILITY TO CHECK AND ENSURE THAT THE SOFTWARE INSTALLATION AND CONFIGURATION ON CUSTOMER’S AMAZON WEB SERVICES ACCOUNT ADHERES TO ITS STANDARDS AND LEVEL OF SECURITY DESIRED BY CUSTOMER.

10. Indemnification

THE FOREGOING STATES THE ENTIRE OBLIGATION OF QIAGEN AND ITS SUPPLIERS WITH RESPECT TO CLAIMS OUTLINED ABOVE, INCLUDING INFRINGEMENT OF PROPRIETARY RIGHTS, INCLUDING BUT NOT LIMITED TO PATENTS AND COPYRIGHTS.

11. Term and Termination

This Agreement commences when Customer first accepts the terms herein or accesses the any component of the Licensed Materials. It continues until terminated by either party in accordance with the terms herein (“Term”). For clarity, for so long as any license remains valid, this Agreement will continue, and if access rights are renewed based on a new license, this agreement will apply to the new license for as long as the user account is still valid and not terminated. Customer may terminate this Agreement for convenience at any time upon notice to QIAGEN without any right of refund and any fees payable for the full Term or other outstanding amounts under this Agreement shall be immediately due and payable. QIAGEN may terminate this Agreement for convenience at any time upon notice to Customer provided that QIAGEN refund prorated fees paid, if any, associated with remaining license term, unexpired Samples or Variant Tests. QIAGEN has the right to terminate this Agreement at any time if the terms of this Agreement are breached by Customer and/or any Customer Representative and such breaching party fails to remedy such breach within ten (10) days after written notice thereof. Upon termination, Customer must cease all use of Licensed Materials (excluding any QIAGEN Background Materials included in Results) and must destroy all copies of the Licensed Materials (excluding any QIAGEN Background Materials included in Results) in Customer possession or control, including Models derived from Licensed Materials. At QIAGEN’s request customer shall certify in writing to QIAGEN, within 90 days, that such actions have occurred in a form reasonably acceptable to QIAGEN. If such certification is not provided within 90 days, termination by Customer is void and QIAGEN is entitled to invoice customer for continued access to Licensed Materials. Except as otherwise expressly provided herein, the rights and obligations of QIAGEN and Customer in Sections 1 Definitions, 3 Customer Restrictions, Obligations and Limitations, 4 Payment, 5 Intellectual Property, 7 Confidentiality, 8 Warranty Disclaimer; Customer Acknowledgement, 9 Limitation of Liability, 10 Indemnification, 11 Term and Termination and 12 General shall survive termination or expiration of this Agreement. Nothing contained herein shall limit any other remedies that either party may have for the default of the other party under this Agreement nor relieve the other party of any of its obligations incurred prior to such termination.

12. General

Last updated: October 19, 2020