Compute Addendum

Version 1 Effective 14 May 2025

1. About this Addendum.

This Seqera Compute Addendum (the “Addendum”), together with any and all applicable Master Terms, forms a binding contract between Seqera and the Customer (the “Agreement”) and governs Customer’s use of the Compute service (hereinafter, “Compute”).

To the extent applicable as set out in the Master Terms, Compute will form part of the “Services” as defined therein, subject to the limitations set out in this Addendum and provided that Customer acknowledges and agrees prior to any use of Compute that Compute is currently provided on a “Preview” basis, as defined below, and is provided to Customer on such Preview basis expressly subject to the limitations set out in this Addendum.

USE OF COMPUTE AND/OR ACCEPTING AN INVITATION TO ACCESS COMPUTE IN PREVIEW WILL CONSTITUTE ACCEPTANCE OF THIS ADDENDUM AND THE AGREEMENT, and Customer thereby accepts and enters into the Agreement with Seqera, as modified by this Addendum. Customer acknowledges that Customer may use Compute only if Customer accepts this Addendum and the Agreement.

2. Definitions.

Capitalised terms used but not defined in this Addendum bear the meanings prescribed to them in the Master Terms.

“Agreement” refers to the Master Terms, the DPA and the Addendum.

“Customer” refers to the legal person or entity entering into this Agreement with Seqera, as may be further defined in the Master Terms or the applicable Order. References to Customer shall be construed as references to Customer’s respective organisation and any duly authorised users thereof. Customer represents and warrants that Customer is duly authorised to represent and bind any such Customer organisations, legal entities or users, and further, that any such Customer organisations, legal entities or users are accessing the Services in full compliance with the Master Terms and any then-in-effect Orders issued thereunder, which are all fully paid up and valid as at the date of access to Compute.

“Data Processing Addendum” or “DPA” refers to the applicable data processing addendum entered into by Customer and Seqera.

“Master Terms” refers to the master agreement and/or master terms governing Customer and Seqera’s relationship and Customer’s use of Seqera’s Services. This may be the relevant Software Subscription License and Support Agreement by and between Customer and Seqera, a master services agreement by and between Customer and Seqera, the proof-of-concept or POC agreement between Customer and Seqera, or the terms of use set out on Seqera’s website https://seqera.io/legal/, as will typically be set out in the relevant Order. If you are unsure as to which master terms govern your contractual relationship with Seqera, please reach out to Seqera’s legal team on legal@seqera.io.

“Compute” refers to the Compute service as described in clause 3 of these Terms. For the avoidance of doubt, Compute is currently being provided by Seqera in Preview only, as set out in this Addendum.

“Credits” refers to the units of value used by Seqera to measure and calculate Customer’s Usage of Compute. Each Credit represents US$1 (one United States dollar) unless stated otherwise. Depending on the amount of Credits purchased by the Customer or otherwise set out in the applicable Order, Seqera will apply Credits equivalent to the nominal amount set out in any Order to Customer’s account.

“Customer Data” has the meaning prescribed in the Master Terms, and expressly excludes Prohibited Data including any personal data, personally identifiable data or equivalent as defined in the Data Protection Laws (“Personal Data”). In the absence of an explicit definition in the Master Terms, Customer Terms shall have the meaning prescribed within the terms of use on Seqera’s website https://seqera.io/legal/.

“Data Protection Laws” refers to existing international data protection laws and regulations applicable to Seqera or the Customer, as the context may require, including but not limited to, the GDPR, UK GDPR and CCPA.

“Order” refers to any quote, purchase order, statement of work or equivalent entered into by Seqera and the Customer, as defined in the Master Terms.

“Preview” has the meaning prescribed in clause 3 of this Addendum, which supplements the definitions set out in the applicable Master Terms.

“Services” refers to all Seqera’s Services to which Customer has access as set out in the relevant Agreement and any Order(s) between the parties, excluding Compute.

“Service Term” refers to the term specified in the relevant Order.

“TPS” or “Third Party System” has the meaning set out in clause 6 of this Addendum.

“Usage” refers to Customer’s usage of Compute subject to any limitations set out in the applicable Order.

3. Compute Preview Access, Functionality & Limitations.

3.1 Preview.

“Preview” refers to a Seqera product, solution or service in the beta, pilot, pre-release or trial stage released for non-commercial and non-production use, explicitly for the purposes of evaluation and user testing. By accepting and entering into this Addendum, Customer acknowledges and confirms that Compute has been provided on an invitation-only, Preview basis as defined in this clause and is subject to the limitations set out in this Addendum and within the Master Terms. References to the “Compute Preview”, “Compute”, “in Preview” or equivalent shall be construed as references to the Compute service being provided by Seqera in Preview.

3.2 Preview Limitations.

(i) Preview Provided AS-IS. Seqera is providing Compute as part of the Services on an as-is basis without warranty of any kind, on a strictly confidential basis. For the avoidance of doubt, Compute, in Preview or otherwise, shall at all times constitute Seqera’s proprietary and confidential information within the meaning of the Master Terms.

(ii) Access at Customer’s own Risk. Customer’s use of Compute, or reliance thereon, is at Customer’s own risk. The determination of whether Customer shall remain in compliance with any applicable laws and Data Protection Laws by participating in the Compute Preview shall remain solely the responsibility of the Customer at all times.

(iii) Access to Customer TPS Accounts at Customer’s own Risk. In the event Customer provides Seqera with any credentials, logins or equivalent to Customer’s any TPS accounts in connection with the Compute Preview, Customer acknowledges and agrees that Customer does so at Customer’s own risk and responsibility for compliance with any TPS terms shall remain at all times with the Customer, as further set out in this Addendum and any additional terms entered into by Seqera and Customer in relation to any such Customer TPS access. To the extent applicable, Seqera will retain access to any Customer TPS credentials and login information as provided by Customer in accordance with any applicable laws and Data Protection Laws.

(iv) SLA Exclusion. Compute is provided without support although Seqera may provide support in its discretion as part of Compute Preview. In the event Seqera provides support to Customer as part of the Compute Preview, in no event will downtime within the meaning of any applicable service level agreement with Seqera be calculated by reference to the Compute Preview. Compute Preview is at all times excluded from any uptime or service availability within the meaning of any applicable service level agreements. As part of the Compute Preview, Seqera may carry out maintenance, hotfixes, resolve problems and outages of its own Services or Compute or any related TPS’s without notice to Customer.

(v) Current Certification Exclusion. Customer acknowledges, understands and agrees that whilst Seqera has complied with best practice and market standard technical and organisational safeguards and measures, Compute in Preview has not been included within the scope of Seqera’s existing information security and compliance certifications as further set out within Seqera’s Trust Centre at https://trust.seqera.io/.

(vi) Nature of Preview Release. Customer acknowledges and understands that Compute is still under development and has been released on an invitation only basis for the purposes of evaluation and further development, and as such may be feature incomplete, may contain bugs or errors, may materially change prior to a full commercial launch, or may never be released commercially by Seqera, and that any such decision shall solely be made by Seqera in Seqera’s sole discretion.

(vii) Disclaimer of Warranties. Seqera does not make, and hereby disclaims, any and all express and/or implied warranties, including but not limited to, warranties of fitness for a particular purposes, merchantability, non-infringement and title, and any warranties arising from a course of dealing, usage or trade practice. Seqera makes no representation or warranty with respect to, and specifically disclaims any warranty against infringement with respect to Compute as may be delivered both in Preview and in any future commercial releases of Compute, in connection herewith.

(viii) Acceptable Use Policy. Compute is at all times subject to Seqera’s Acceptable Use Policy as set out within the terms of use on Seqera’s website https://seqera.io/legal/ (the “AUP”). For the avoidance of doubt, Seqera reserves the right to suspend or terminate Customer’s account and use of Compute for any suspect, potential or actual non-compliance with the AUP, as determined by Seqera in its sole discretion, including but not limited to Customer’s Usage of Compute for non-scientific purposes or use-cases, use-cases or purposes deemed inappropriate or not fit-for-purpose by Seqera in its sole discretion, production use in breach of this Addendum or the AUP, or otherwise. Customer shall not attempt to reverse engineer, decompile, disassemble or reverse translate Compute, any confidential or proprietary information provided as part of Compute or in relation thereto, or attempt to discover the source code or composition of or trade secrets in relation to any of the foregoing, or otherwise circumvent any technological measure that control access to the foregoing.

(ix) Liability Exclusions. Compute is provided subject to the liability limitations set out in the Master Terms, which are explicitly capped at $500 (five hundred United States dollars). For the avoidance of doubt, any indemnity provided by Seqera in relation to third party intellectual property infringement shall not apply for the purposes of the Compute Preview. In particular, Seqera accepts no liability or responsibility for Customer’s failure to follow appropriate or market standard security practices, having regard to the nature of Seqera’s Services and the Compute Preview, Customer’s failure to adhere to any required configurations, use supported platforms, TPS terms of use or Customer’s failure to follow any policies for acceptable use, including the AUP, or Customer’s use of Compute in a manner inconsistent with any documentation provided by Seqera as part of the Compute Preview or any applicable TPS terms of use.

(x) Optional Commercial Release. Should Seqera choose to conclude the Compute Preview and release Compute on a commercial basis, Seqera will provide you with notice thereof in accordance with the Master Terms or this Addendum, as applicable and notify you that the Compute Preview has concluded.

3.3 Compute Preview License.

For the purposes of participating in the Compute Preview, Seqera grants Customer a limited, non-exclusive, non-transferable, terminable license in the territories set out in any applicable Order, to download, install and use Compute (in object code form only) and any related documentation provided by Seqera, for the purposes of evaluation for Customer’s internal business purposes only and subject at all times to the Usage Capacity. Compute in Preview mode may only be used in non-production environments and for non-commercial purposes. Unless earlier terminated by Seqera, this limited Preview license shall expire upon the conclusion of the applicable Service Term.

4. Pricing, Charges & Credits.

(i) Pricing Subject to Change. Seqera reserves the right to make changes to Compute Preview pricing at any time, including but not limited to the value of Credits, mechanisms for payment, mechanisms for Customer account top-ups, or otherwise.

(ii) Credit Purchase & Pre-Payment. Customer can purchase Credits by entering into an Order with Seqera. Customer acknowledges that Credits must be fully paid upfront following entry into the applicable Order and/or prior to use of Compute. Customer may also request additional Credits by submitting a form here.

(iii) Credits & Usage. Depending on Customer’s Usage of Compute, Customer’s Credit balance will decrease accordingly based on Seqera Compute pricing. Seqera may provide Customers with an appropriate medium to check their account Credit balance and Usage. Seqera may also in its sole discretion provide Credits free-of-charge as part of the Compute Preview.

(iv) Credit Expiry. Credits will expire at the end of the Service Term set out in the applicable Order.

(v) No Roll Over. Credits may not be rolled over from the initial Service Term to a subsequent Service Term.

(vi) Positive Credit Balance. Customer acknowledges that Customer’s access to and use of Compute is subject to Customer maintaining a positive Credit balance at all times. Seqera reserves the right to suspend or terminate Customer’s use of Compute and prevent any and all access to Compute, any associated Customer Data and the Services should Customer not maintain a positive Credit balance.

(vii) Usage Exceeding Credits. Usage in Compute Preview is subject to certain capacity limits prescribed by Seqera. Seqera reserves the right to suspend or terminate Customer’s use of Compute and prevent any and all access to Compute, any associated Customer Data and the Services in the event any such capacity limits are exceeded by Customer’s Usage.

5. Compute Preview Feedback.

Customer may choose to give Seqera comments, feedback, suggestions or equivalent regarding Compute and any upgrades, enhancements, improvements or otherwise (the “Feedback”). In providing Feedback, Customer acknowledges and agrees that Seqera has the full right and title to any such Feedback, regardless of whether any such Feedback is or was provided in relation to Compute in its current Preview release or within the context of any potential commercially available use in future. Customer further acknowledges and agrees that Seqera has the full right to use, incorporate, develop upon and otherwise exploit any Feedback Customer provides to Seqera in connection with Compute and the Services generally, without reference to Customer.

6. Third Party Services.

As part of Compute and Seqera’s provision of Compute to Customer, Seqera may provide Customer with access to certain third-party platforms and integrations (the “TPS(s)”) to allow Customer to benefit from certain functionality or to transfer any applicable Customer data. Customer agrees that Seqera bears no responsibility or liability in relation to any such TPS, including any unavailability or down-time of a related TPS or any damages, losses, mistakes or other liability arising out of Customer’s use of a TPS, regardless of the circumstances. By using any TPS, Customer represents and warrants that Customer has all appropriate authority or consent that may be necessary under applicable laws including any Data Protection Laws, to transfer any such data between Compute as part of Seqera’s Services to or through the relevant TPS. Customer further acknowledges and agrees that Customer’s use of any such TPS’s shall remain at all times subject to the terms and conditions of the relevant TPS.

7. Data Privacy.

(i) DPA. Seqera will store any Customer Data in accordance with the Master Terms and any applicable laws and Data Protection Laws. Where required, depending on Customer’s use of Compute, Seqera and Customer will enter into a DPA, which shall be incorporated herein. In the event of any conflict between this Addendum and the DPA, the DPA shall control. Customer acknowledges and agrees that the DPA will apply to Customer’s use of Compute in the event Customer uploads Personal Data as defined within the Data Protection Laws into Compute.

(ii) Customer Data Transfers. Subject to 3.2 (iii) and 7(i), as part of the Compute Preview, Seqera may transfer Customer Data within Seqera’s infrastructure and platform, and any authorised TPS platforms to the extent applicable to the Services provided to Customer.

(iii) Compliance with Data Protection Laws. Seqera agrees that it will comply with any Data Protection Laws when providing Compute. Nevertheless, each party is solely responsible for its compliance with Data Protection Laws and for fulfilling all of its related obligations to third parties, including TPS’s, data subjects and supervisory authorities. Customer warrants and agrees that Customer will comply with Data Protection Laws applicable to Customer’s use of Compute including but not limited to Customer’s use of any TPS’s, and that Customer’s provision of its secure credentials to Seqera as part of Compute does not absolve Customer of any such responsibility.

8. Miscellaneous: Applicable Master Terms.

(i) For the avoidance of doubt, terms regarding confidential information, governing law and dispute resolution of the Master Terms apply to this Addendum.

(ii) This Addendum shall remain in force until the expiry of any applicable Service Term.