BeeNet

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                                 HONEYCOMB BIOTECHNOLOGIES, INC.

                                  End User License Agreement

PLEASE CAREFULLY REVIEW ALL OF THE TERMS SET FORTH IN THIS LICENSE 
AGREEMENT BEFORE CLICKING "I AGREE", SIGNING OR OTHERWISE INSTALLING, 
USING, OR ACCESSING THE HONEYCOMB SOFTWARE, AS BY DOING SO, YOU 
("LICENSEE") ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THIS 
LICENSE AGREEMENT AND ARE AGREEING TO BE BOUND BY ALL OF ITS TERMS.  

1.	Definitions

1.1.	"Honeycomb Product(s)" means any product sold by Honeycomb to Licensee, including the 
HIVE(tm) device for single-cell collection, storage, and analysis, any Honeycomb Instrument 
and/or Honeycomb Consumable.

1.2.	"Honeycomb Instrument" means a Honeycomb-branded instrument sold by Honeycomb or an 
authorized distributor and/or reseller.

1.3.	"Honeycomb Consumables" means Honeycomb-branded kits, reagents, consumables, and other 
goods intended by Honeycomb for use with Honeycomb Instruments, including the HIVE(tm) 
scRNAseq Capture Kit, the HIVE(tm) scRNAseq Processing Kit.

1.4.	"Licensed Software" means the software made available by Honeycomb for download by 
Licensee, in conjunction with Licensee's use of a Honeycomb Product, in object code or 
executable form only, including the BeeNet(tm) software.

1.5.	"Documentation" means the user documentation accompanying, or provided by Honeycomb, 
whether physically, electronically, as available download, or by any other means, regarding or 
for use in connection with the Licensed Software, which may be modified by Honeycomb from 
time to time in its sole discretion.  Documentation includes the BeeNet(tm) Software Guide.

2.	License

2.1.	Limited License Grant. Subject to the terms, conditions and restrictions set forth herein, 
Honeycomb hereby grants to Licensee a limited, non-exclusive, non-transferable, non-
sublicensable license to use the Licensed Software and Documentation solely in connection with 
Licensee's use of Honeycomb Products. 

2.2.	No other license or authorization is granted hereunder whether by implication, estoppel or 
otherwise, and Honeycomb expressly reserves all rights not expressly granted hereunder. For 
example, and without limiting any of the foregoing, no right or license is granted or implied, and 
Licensee is not authorize, to use the Licensed Software in combination with any product or 
method not provided, licensed or specifically recommended in writing by Honeycomb for such 
use.  

2.3.	Title. Licensee acknowledges and agrees that the Licensed Software and Documentation are 
licensed and not sold by Honeycomb, and that Honeycomb retains all title to the Licensed 
Software and Documentation and each copy thereof provided to or generated by Licensee, which 
copies are licensed to Licensee hereunder for use in accordance with this Agreement.

2.4.	Copies. Licensee may make a single machine-readable copy of the Licensed Software solely for 
backup or archival purposes. Licensee may make a reasonable number of copies of the 
Documentation solely for use in support of its use of the Licensed Software pursuant to this 
Agreement. Except as expressly provided in the foregoing sentence, Licensee is not authorized 
to make any copies of the Licensed Software or Documentation.

2.5.	No Source Code. Licensee is granted no rights with respect to the Licensed Software source 
code, which shall be considered the confidential information of Honeycomb. Licensee is granted 
no rights to, and Licensee agrees that it will not, and will not authorize or permit any third party 
to decompile, disassemble, or reverse engineer, or attempt to derive the source code for the 
Licensed Software, in whole or in part.

2.6.	General Restrictions. Licensee shall not share with any third party the link or credentials 
required to download and install the licensed Software, all of which shall be considered the 
confidential information of Honeycomb.  Licensee shall not, and shall not authorize or permit 
any third party, to: (a) sell, lease, license, sublicense, or otherwise transfer the Licensed Software 
or the Documentation; (b) provide, disclose, or make the Licensed Software or Documentation 
available to any third party, or permit access to or use of the Licensed Software or 
Documentation by any person other than Licensee's employees, agents, or contractors who are, 
by agreement, bound by the terms of this Agreement to the same extent as Licensee; (c) merge or 
combine the Licensed Software with other software, or modify the Licensed Software, or create 
any derivative software or any other software based upon, or any derivative work of, the 
Licensed Software or Documentation; or (d) modify or efface any titles, trademark symbols, 
copyright symbols, notices or legends, or any other proprietary markings on or in the Licensed 
Software or Documentation.  Licensee shall not make excessive use of external download 
functionality (e.g., index files) beyond that which is required for the normal operation of the 
Licensed Software.

2.7.	Open Source Software. This Agreement does not apply to any software components identified in 
the Documentation as subject to an open-source license (collectively the "Open Software"). 
Open Software may be supplied in the same electronic file transmission as the Licensed 
Software but are separate and distinct programs.  If Open Software is provided, the license terms 
for such Open Software shall additionally apply and prevail. 

2.8.	Research Use Only. Licensee acknowledges that the Licensed Software does not have United 
States Food and Drug Administration ("FDA") or equivalent non-U.S. regulatory agency 
approval ("Approval"). Accordingly, Licensee acknowledges that the Licensed Software is 
intended FOR RESEARCH USE ONLY and NOT FOR USE IN DIAGNOSTIC 
PROCEDURES. Unless otherwise expressly stated by Honeycomb in writing, no claim or 
representation is made or intended by Honeycomb (i) as to any diagnostic or other clinical use of 
the Licensed Software; (ii) that any Licensed Software has any Approval for use in any 
diagnostic or other clinical procedure, or for any other use requiring compliance with any law, 
regulation or governmental policy concerning medical devices, laboratory tests or the like 
(collectively, "Regulatory Laws"); (iii) that any Licensed Software will satisfy the requirements 
of the FDA or any other regulatory agency; or (iv) that any Licensed Software or its performance 
is suitable or has been validated for clinical or diagnostic use, for safety and effectiveness, for 
any specific use or application, or for importation into Licensee's jurisdiction. Licensee agrees 
that if it elects to use the Licensed Software for a purpose that would subject Licensee, its 
customers or any Honeycomb Product to the application of Regulatory Laws or any other law, 
regulation or governmental policy, Licensee shall be solely responsible for obtaining any 
required Approvals and otherwise ensuring that the importation of the Honeycomb Products into 
Licensee's jurisdiction and Licensee's use of Honeycomb Products complies with all such laws, 
regulations and policies. 

3.	Improvements and Upgrades.

3.1.	Improvements.  To the extent that Licensee makes any improvements to the Licensed Software 
("User Improvements"), Licensee hereby grants to Honeycomb a fully paid up, royalty free, 
worldwide, perpetual, transferable, non-exclusive right and license under any and all intellectual 
property rights associated with such User Improvements, to reproduce, perform, display, 
distribute, modify and prepare derivative works of, make, use, sell, offer to sell, import and 
export products, including software products, based upon such User Improvements.

3.2.	Upgrades.  From time to time, Honeycomb may modify or upgrade the Licensed Software 
through issuance of a new version.  If Licensee is in full compliance with the terms of this 
Agreement, Licensee may install the new version pursuant to Honeycomb's notification and 
instruction.  Software labeled as an upgrade replaces or supplements (and may disable) the 
Licensed Software that Licensee is currently using.  Licensee may use the resulting upgraded 
version only in accordance with the terms of this Agreement. When upgrades involve a change 
of data format, some of the Licensee's data may have to be converted to the format used by the 
new version of the software. It is the Licensee's responsibility to follow the instructions given by 
Honeycomb, including backing up of data before the data conversion. Honeycomb is not 
responsible for any loss or corruption of data during a data conversion process. Honeycomb is 
not responsible for any other inconveniences that the change of data format might have, 
including any changes in the data-interfaces of the Licensee's other applications, that the 
Licensee may choose to implement as a consequence of the change of data format.

4.	Support

4.1.	Honeycomb may offer troubleshooting support in the use of the Licensed Software to Licensees.  
Honeycomb shall be under no obligation to provide any specific level or frequency of support.  
Licensee shall make reasonable efforts to notify Honeycomb of any perceived defects in the 
Licensed Software.  Honeycomb may, but shall be under no obligation to, correct any defects in 
the Licensed Software or provide updates. 

5.	Disclaimer of Warranty and Limitation of Liability  

5.1.	No Standalone Warranty for Licensed Software. Honeycomb makes no standalone warranty with 
regard to the Licensed Software. THE LICENSED SOFTWARE IS PROVIDED BY 
HONEYCOMB "AS-IS" WITHOUT (AND HONEYCOMB HEREBY DISCLAIMS) ANY 
WARRANTY, STATUTORY, EXPRESS OR IMPLIED. Honeycomb may, at Licensee's 
request, furnish technical assistance, advice and information with respect to the Licensed 
Software and it is expressly agreed that there is no obligation to provide such assistance, advice 
or information, which are provided "AS IS," without additional charge, and at Licensee's sole 
risk.

5.2.	Disclaimer; No Other Warranties. HONEYCOMB HEREBY DISCLAIMS ALL REMEDIES 
AND WARRANTIES, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, 
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, 
SATISFACTORY QUALITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR 
PURPOSE, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF THE 
LICENSED SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF 
INACCURATE, INVALID OR INCOMPLETE RESULTS), OR THAT THE LICENSED 
SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR BE UNINTERRUPTED, 
TIMELY, AVAILABLE, SECURE OR ERROR-FREE, IN EACH CASE HOWEVER 
ARISING, INCLUDING WITHOUT LIMITATION FROM A COURSE OF PERFORMANCE, 
DEALING OR USAGE OF TRADE, OR OTHERWISE. IN NO EVENT SHALL 
HONEYCOMB BE LIABLE FOR COSTS OF SUBSTITUTE GOODS OR SERVICES, OR 
FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT 
DAMAGES FOR BREACH OF WARRANTY.

5.3.	Limitation of Liability. EXCEPT AS OTHERWISE EXPRESSLY AGREED BY 
HONEYCOMB IN WRITING, HONEYCOMB'S LIABILITY ARISING OUT OF OR IN 
CONNECTION WITH THIS AGREEMENT AND/OR THE LICENSED SOFTWARE SHALL 
BE LIMITED TO THE AMOUNT PAID (IF ANY) BY THE LICENSEE FOR THE 
LICENSED SOFTWARE GIVING RISE TO THE LIABILITY, OR ONE HUNDRED 
UNITED STATES DOLLARS (US$100.00), WHICHEVER IS GREATER.  In no event will 
Honeycomb or its suppliers be liable to Licensee or to any third party UNDER ANY THEORY 
OF LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY, PURSUANT TO ANY 
STATUTE, OR ON ANY OTHER BASIS, for costs of substitute goods or services, any lost 
profits, lost data, interruption of business, or other special, indirect, incidental or consequential 
damages of any kind arising out of the use or inability to use the Licensed Software, even if 
Honeycomb has been advised of the possibility of such loss or damages and whether or not such 
loss or damages are foreseeable, including, WITHOUT LIMITATION, DAMAGES ARISING 
FROM OR RELATED TO LOSS OF USE, LOSS OF DATA, OR DOWNTIME, OR FOR 
LOSS OF REVENUE OR PROFITS. THESE LIMITATIONS SHALL APPLY 
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED 
REMEDY.

5.4.	Indemnification of Honeycomb. Licensee agrees to defend, indemnify and hold harmless 
Honeycomb against any third party claim, proceeding or action ("Claim") that arises in 
connection with Licensee's use of the Licensed Software (a) for any clinical purpose or 
application, (b) in violation of any applicable law or regulation, (c) in the provision of services 
under any 'fee for service' agreement or other arrangement; or (d) in a manner or for a purpose 
that is not described in the Documentation. Licensee will pay all damages awarded, and 
settlements approved by Licensee, in connection therewith, provided that (i) Honeycomb 
provides to Licensee written notice of the Claim within sixty (60) days of receipt by Honeycomb 
of such Claim, (ii) Honeycomb allows Licensee to control the defense and settlement of the 
Claim, and (iii) Honeycomb provides to Licensee reasonable assistance in connection therewith, 
at no charge to Licensee. Honeycomb may employ counsel at its own expense to assist it with 
respect to any such Claim, provided that this shall not obligate Licensee or its counsel to consult 
with or advise such Honeycomb counsel, nor affect Licensee's control of the defense and 
settlement of the Claim.

6.	Termination of License

6.1.	Honeycomb shall have the right to immediately terminate this Agreement upon breach of its 
terms by Licensee.  Upon receipt of notice of termination, Licensee shall immediately cease use 
of the Licensed Software and Documentation and certify to Honeycomb that it has deleted all 
copies made pursuant to Section 2.4.

7.	Miscellaneous

7.1.	Notices. All notices and other communications required or permitted hereunder shall be in 
writing and shall be directed to the parties as follows: 

7.1.1.	Notices to Honeycomb shall be mailed by first class mail (registered or certified if 
available; air mail if overseas), postage prepaid, or otherwise delivered by hand, 
commercial courier service or messenger, to Honeycomb at the address set forth in the 
Documentation or at such other address furnished with a notice in the manner set forth 
herein.

7.1.2.	Notices to Licensee shall be sent by email at the email address provided by Licensee when 
downloading the Licensed Software from Honeycomb's download portal. 

7.2.	All notices shall be deemed to have been effective when delivered or, if delivery is not 
accomplished by reason of some fault or refusal of the addressee, when tendered (which tender, 
in the case of mail, shall be deemed to have occurred upon posting, and in the case of email, 
shall be deemed to have occurred upon transmission). All notices shall be in English.

7.3.	Confidentiality.  Licensee shall use commercially reasonable efforts to safeguard the confidential 
information of Honeycomb, which shall include without limitation, the Licensed Software and 
underlying source code, the Documentation, and the link and credentials for downloading the 
Licensed Software.  Licensee shall not disclose Honeycomb's confidential information to any 
third party without Honeycomb's prior written consent.  

7.4.	Governing Law and Venue. All matters arising out of or relating to this Agreement are governed 
by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, 
without giving effect to any choice or conflict of law provisions thereof. The parties expressly 
agree to waive application of the United Nations Convention on Contracts for the International 
Sale of Goods.  Any claim or dispute between the parties, or any successor, or assign of the 
other, related to this Agreement, including any dispute as to the validity or applicability of this 
arbitration clause, shall be resolved by binding arbitration administered by the American 
Arbitration Association under its Commercial Arbitration Rules, except as where those rules are 
intentionally varied by the parties herein or pursuant to mutual agreement.  The parties expressly 
agree that the arbitration shall be conducted in Boston, MA, in the English language.  The 
prevailing party shall be entitled to a reimbursement of all of its reasonable attorney fees and 
arbitration costs by the other party.  The arbitration award shall be final.

7.5.	Export Controls. Licensee agrees that it will not export or transfer the Licensed Software or 
Documentation for re-export in violation of any United States laws or the laws of any other 
jurisdiction, or to any denied or prohibited person, entity, or embargoed country in violation of 
such laws.

7.6.	Waiver. No waiver by either party of any of the provisions of this Agreement is effective unless 
explicitly set forth in writing and signed by such party.

7.7.	Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to 
have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing 
any term of this Agreement (except for any obligations to make payments to the other party 
hereunder) when and to the extent such failure or delay is caused by or results from acts or 
circumstances beyond the reasonable control of the impacted party, including, without 
limitation: acts or omissions of the other party; acts of God, including flood, fire, earthquake, or 
explosion; mandatory or voluntary compliance with governmental regulations, requests, or 
actions; war, invasion or hostilities (whether war is declared or not); terrorist threats or acts, riot, 
or other civil unrest; national emergency; revolution or insurrection; epidemic; lockouts, strikes 
or other labor disputes (whether or not relating to either party's workforce); restraints or delays 
affecting carriers; inability or delay in obtaining raw materials or supplies of adequate or suitable 
quality; or telecommunication breakdown or power outage.

7.8.	Assignment. Licensee shall not assign any of its rights or delegate any of its obligations under 
this Agreement without the prior written consent of Honeycomb. Any purported assignment or 
delegation in violation of this Section is null and void. No assignment or delegation relieves 
Licensee of any of its obligations under this Agreement.

7.9.	No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and 
their respective successors and permitted assigns and nothing herein, express or implied, is 
intended to or shall confer upon any other person or entity any legal or equitable right, benefit or 
remedy of any nature whatsoever.

7.10.	Severability; Amendment and Modification. If any term or provision of this Agreement is 
invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability 
shall not affect any other term or provision of this Agreement or invalidate or render 
unenforceable such term or provision in any other jurisdiction. Honeycomb reserves the right to 
modify the terms and conditions of this Agreement at any time, in its sole discretion, upon 
written or email notice to Licensee.  Otherwise, this Agreement may only be amended or 
modified in a writing stating specifically that it amends the Agreement and is signed by an 
authorized representative of each party.

Document ID: 01-MSC-XX-XX
Honeycomb Software EULA 2021