DNAnexus Platform Application Agreement (DPAA): For app developers who wish to license their app on the DNAnexus Platform
Please read this DNAnexus Platform Application Agreement. You need to agree to this DNAnexus Platform Application Agreement to publicly share your tool on the DNAnexus Platform. If you plan to make your app public, the DPAA grants DNAnexus permission to use your marketing assets (e.g., your app name and logo) throughout DNAnexus’ website and platform to promote your integration.
Thank you for your interest in DNAnexus, Inc. ("DNAnexus") and the DNAnexus platform, which allows you to build integrations and data links (“Your Integrations”) with and between your own branded applications and APIs (“Your Apps”) to facilitate the DNAnexus services (the “Services”). The DNAnexus platform includes DNAnexus’ documentation and templates ("Documentation"), script libraries ("Libraries"), sample code available at
This DPAA governs the use and distribution of Your App on the DNAnexus Platform by you. If you are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to DNAnexus that you have the authority to bind such Entity to this Agreement, in which case the term “you” shall refer to such Entity. By installing, or otherwise accessing or using the DNAnexus Platform, or distributing or offering Your App in connection with the DNAnexus Platform, you agree that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you may not use your App in public form on the DNAnexus Platform.
By using or accessing any portion of the DNAnexus Platform, You and DNAnexus acknowledge and agree as follows:
1. Limited License. Subject to your complete and ongoing compliance with all the terms and conditions set forth in this Agreement, including without limitation all license limitations, restrictions and permissions set forth herein, DNAnexus grants you the following limited, non-exclusive, non-transferable, non-sublicensable, revocable licenses to:
- copy, use, and (where applicable) authorize your employees to use, the Documentation internally solely in connection with developing Your Integrations and Your Apps;
- copy and modify Sample Code strictly for the purpose of developing Your Integrations and Your Apps; and
- incorporate unmodified Libraries and modified or unmodified Sample Code into Your Integrations and Your Apps and redistribute such Libraries and Sample Code as part of Your Integrations and your Apps solely through the Services.
Notwithstanding anything herein, the foregoing license rights are limited to the development and distribution of Your Integrations and Your Apps solely for the purpose of accessing or interfacing with the Services, as permitted in the Documentation, and in accordance with DNAnexus’ Acceptable Use Policy (See Appendix B of this document) (capitalized terms used therein will have the meanings set forth in this Agreement).
2. Restrictions. By accessing or using the DNAnexus Platform, you represent, warrant and covenant that you are engaged in the development of software applications (i.e., Your Apps) that desires to integrate Your Apps with the Services. You will not (and will not authorize any third party to), directly or indirectly: (i) redistribute, sell, lease, license, copy, publicly perform or display, transmit, publish, edit, adapt, create derivative works of, modify or otherwise use or exploit in any manner any portion of the DNAnexus Platform or any related non-public information, except as expressly provided herein, (ii) distribute, deploy, or otherwise utilize Your Integrations for any purpose other than to facilitate the integration of Your Apps with the Services, (iii) use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable Documentation, (iv) fail to maintain the confidentiality of the non-public aspects of the DNAnexus Platform or fail to use at least the same measures to protect the non-public aspects of the DNAnexus Platform as you use for your own confidential information (and in any case no less than reasonable care), (v) decompile, reverse engineer, or otherwise access or attempt to access the source code for the DNAnexus Platform not made available to you in source code form, (vi) remove, obscure, interfere with or circumvent any feature of the DNAnexus Platform, including without limitation any copyright or other intellectual property notices, security, or access control mechanism, (vii) take any action that would subject any portion of the DNAnexus Platform to any third party terms, including without limitation any “open source” software license terms, (viii) copy, frame or display any elements of the Services through Your Apps or Your Integrations, except as expressly authorized by DNAnexus in writing, (ix) access the DNAnexus Platform for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the DNAnexus Platform or Services; (x) suggest any affiliation with DNAnexus, including any suggestion that DNAnexus sponsors, endorses or guarantees Your Integrations or Your Apps, except for the DNAnexus Platform integration relationship expressly contemplated in this Agreement, or make any representations, warranties or commitments regarding DNAnexus or on behalf of DNAnexus (including in relation to the Services or DNAnexus Platform) or (xi) use the DNAnexus Platform for any purpose other than in a manner for which the DNAnexus Platform is expressly designed. If you are prohibited under applicable law from using the DNAnexus Platform, you may not use it, and you will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with your use of the DNAnexus Platform. ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED, AND UNLICENSED.
3. Reservation of Rights. The DNAnexus Platform is owned by DNAnexus and licensed, not sold, to you. The DNAnexus Platform, including all documentation, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, services and other elements of the DNAnexus Platform, are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between you and DNAnexus, all components of the DNAnexus Platform, including all intellectual property rights therein and thereto, are the sole and exclusive property of DNAnexus or its affiliates and/or licensors. DNAnexus reserves all rights not expressly granted in this Agreement. You do not acquire any right, title or interest to the DNAnexus Platform, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement. From time to time, DNAnexus may place limits on access to the DNAnexus Platform (e.g., limits on numbers of calls or requests). Further, DNAnexus may monitor your usage of the DNAnexus Platform and limit the number of calls or requests you may make if DNAnexus believes that your usage is in breach of this Agreement or may negatively affect the DNAnexus Platform (or otherwise impose liability on DNAnexus).
4. Trademarks. To the extent Your Integrations and Your Apps are approved by DNAnexus and thus activated and made publicly available through the Service, each party (the “Grantor”) hereby grants to the other party (the “Grantee”) a non-exclusive, non-transferable (except as set forth in Section 18), non-sublicensable right and license to use Grantor’s trademarks, trade names, service marks, logotypes or brand identifiers, whether registered or unregistered (collectively, “Trademarks”), solely for the purpose of (a) in the case of you as the Grantor, marketing and publicizing the Services and the functionality of Your Integrations and Your Apps that are approved and activated or (b) in the case of DNAnexus as the Grantor, indicating that Your Integrations and Your Apps that are approved and activated are available and operable on the Services. Each party reserves all rights to its Trademarks not expressly granted under this Section 4. Any rights (including goodwill) that Grantee acquires by use of the Grantor’s Trademarks shall inure solely to the benefit of Grantor. Grantee shall not use any other mark confusingly similar to the Grantor’s Trademarks. Grantee shall use the Trademarks in accordance with Grantor’s guidelines as may be provided by Grantor from time to time and Grantor shall have the right to review Grantee’s use of the Grantor’s Trademarks from time to time. Grantee shall remedy any deficiencies in its use of the Grantor’s Trademarks, as determined by Grantor in its sole discretion, upon notification by Grantor and in the manner requested by Grantor.
5. Standards for Your Integrations/Apps. As a condition of Your Integrations and Your Apps being activated and made publicly available through the Service, DNAnexus in its discretion must approve Your Integrations and Your Apps and, without limiting the foregoing, you agree to meet the following standards with respect to Your Integrations and Your Apps:
- Maintenance. You will take reasonable measures to maintain Your Integrations and Your Apps, taking into account feedback from DNAnexus users and any related changes you make to your APIs.
- Development/Brand Guidelines. You will comply with DNAnexus’ style guide at https://github.com/dnanexus/file-apps/blob/master/docs/Third-Party-App-Style-Guide.md and checklists:
6. Your Other Responsibilities.
- DNAnexus Terms of Service. You will not facilitate or encourage any end user to violate the DNAnexus Terms of Service or interfere with any end user’s review or acceptance of the DNAnexus Terms of Service. For the avoidance of doubt, your use of the DNAnexus Platform is subject to this Agreement, not the DNAnexus Terms of Service. If you use Services as an end user, that use remains subject to the DNAnexus Terms of Service.
- Your Representations and Warranties. You represent and warrant that (a) you have full power and authority to enter into and perform this Agreement and to exploit Your Integrations and Your Apps without violating any other agreement; (b) Your Integrations and Your Apps and their use will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any applicable laws or regulations; (c) all information you provide to DNAnexus is and will be true, accurate, and complete and (d) you will not interfere with DNAnexus’ business practices, including in relation to the Services or DNAnexus Platform.
7. DNAnexus’ Rights with respect to Your Integrations. You hereby grant to DNAnexus a non-exclusive, perpetual, irrevocable, non-transferable (except as set forth in Section 22), sublicensable right and license to copy, modify, use and distribute Your Integrations and Your Apps in connection with the Service, provided that DNAnexus will not intentionally remove any functionality from Your Integrations or Your Apps unless such removal is to bring Your Integrations into compliance with this Agreement (including Sections 5 and 6) or to fix errors, bugs or other similar issues. DNAnexus may exercise the foregoing rights through contractors providing services to DNAnexus, solely in their capacities as service providers to DNAnexus. You agree to provide DNAnexus with the source code for Your Integrations upon request.
8. Registration. You agree to follow the registration or credentialing requirements (if any) established by DNAnexus for access to the DNAnexus Platform. All DNAnexus Platform access keys or credentials are DNAnexus’ Confidential Information and may not be shared with third parties. Your personnel developing and providing Your Apps must be registered and billable users of the DNAnexus Platform. A designated registered user of Your Apps must add at least one DNAnexus user (e.g. DNAnexus Sponsor) as a developer of Your App. This allows:
- DNAnexus to enable PUBLIC (all DNAnexus users) to use Your App.
- DNAnexus access to the tool scripting source code and software binaries in case there are later questions about Your Apps’ data integrity, bugs, etc.
- DNAnexus to remove Your App from the Service for reasons of fixing Your App (i.e. suspending access) or off-boarding Your App (removing access).
9. Feedback; Independent Development. If you provide DNAnexus with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested by you regarding the DNAnexus Platform or the Services ("Feedback"), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and DNAnexus shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the DNAnexus Platform or Services. You hereby grant DNAnexus a perpetual, irrevocable, transferable, sublicensable (through multiple tiers), non-exclusive license to so incorporate, use and otherwise exploit your Feedback (including any ideas, concepts, methods, know-how or techniques embodied in such Feedback) for any purpose, including to make and sell products and services, without any restriction or obligation to you. In addition, you agree that nothing restricts DNAnexus’ ability to independently create software, tools or other technology that are similar to Your Integrations or Your Apps.
10. Third Party Software and Open Source Software
. The DNAnexus Platform may be provided in conjunction with other components, including certain third party software ("Third Party Software"), that are provided by their authors under separate license terms (the "Third Party Terms") and certain sample code available at
that is separately licensed under an open source license (“Open Sourced Sample Code”), as described in more detail in the Documentation. Your use of the Third Party Software and Open Sourced Sample Code in conjunction with the DNAnexus Platform is subject to the Third-Party Terms or terms of the open source license governing such Open Sourced Sample Code, as applicable, and not this Agreement.
11. Data Processing Addendum.
("DPA"), are hereby incorporated by reference, shall apply and the parties agree to comply with such terms. For the purposes of the Standard Contractual Clauses attached to the DPA, when you are the data exporter, your agreeing to this Agreement shall be treated as signing of the DPA, including, without limitation, the Standard Contractual Clauses and their Appendices.
12. Term and Termination. This Agreement will remain in effect until terminated. This Agreement, and your rights and licenses hereunder, will terminate immediately upon your breach of this Agreement. You may terminate the Agreement by written notice to DNAnexus and ceasing all use of the DNAnexus Platform. DNAnexus may terminate this Agreement at any time for any reason, including without limitation any actual or suspected misuse or abuse by you of the DNAnexus Platform or any violation of this Agreement. Following any termination of this Agreement, you must immediately cease use of the DNAnexus Platform, and destroy all copies of any components of the DNAnexus Platform in your possession. Sections 7 through 22. In addition, following termination, you acknowledge that you may no longer have access to any content, data or information submitted to DNAnexus relating to the DNAnexus Platform. DNAnexus will have no obligation or liability resulting from termination of this Agreement as permitted above.
13. Disclaimers. THE DNANEXUS PLATFORM (INCLUDING ALL ASSOCIATED DOCUMENTATION, LIBRARIES AND SAMPLE CODE) ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DNANEXUS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. DNANEXUS EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE DNANEXUS PLATFORM, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE DNANEXUS PLATFORM, OR THE QUALITY OR CONSISTENCY OF THE DNANEXUS PLATFORM OR RESULTS OBTAINED THROUGH ITS USE. DNANEXUS HAS NO OBLIGATION TO PROVIDE ANY MAINTENANCE OR SUPPORT FOR THE DNANEXUS PLATFORM (OR TO END USERS OF YOUR INTEGRATIONS OR YOUR APPS) OR TO FIX ANY ERRORS OR DEFECTS. DNANEXUS MAY CHANGE THE DNANEXUS PLATFORM OR SERVICES (AND FUTURE VERSIONS MAY NOT BE COMPATIBLE WITH YOUR INTEGRATIONS OR YOUR APPS DEVELOPED USING PREVIOUS VERSIONS); DNANEXUS WILL HAVE NO LIABILITY RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, DNANEXUS MAKES AND ASSUMES NO REPRESENTATIONS, WARRANTIES OR INDEMNIFICATION OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO YOUR INTEGRATIONS OR YOUR APPS OR THEIR COMBINATION, INTERACTION OR USE WITH ANY THIRD-PARTY APPS, THE SERVICES OR THE DNANEXUS PLATFORM. WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE HEREIN, YOU AGREE THAT DNANEXUS IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY APPS OR ANY ACTS OR OMISSIONS OF PROVIDERS OF THIRD PARTY APPS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.
14. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL DNANEXUS OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING LOST PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE DNANEXUS PLATFORM, EVEN IF DNANEXUS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL DNANEXUS’ AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TERMS HEREOF EXCEED THE GREATER OF AMOUNTS PAID BY YOU FOR THE DNANEXUS PLATFORM, IF ANY, OR FIFTY DOLLARS (US$50). SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
15. Indemnity. You agree to indemnify, defend (at DNAnexus’ request) and hold DNAnexus and its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of Your Integrations or Your Apps (except to the extent arising solely out of modifications to Your Integrations made by DNAnexus), your relationships or interactions with any end users or other third parties with respect to Your Integrations or Your Apps, your use or misuse of the DNAnexus Platform, or your violation of this Agreement, or any applicable law or regulation. DNAnexus may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without DNAnexus’ prior written consent (not to be unreasonably withheld).
16. Documentation. You are responsible for creating and maintaining the documentation for Your Integrations and Your Apps, including the “bill of material” of all software, software dependencies, versions, descriptions (e.g. Readme.md), instructions for use and a contact for additional information. For example, if you pull Docker-style containers into the worker, you must document the repository and the Change Controls over this container repository.
If Your Integration or Your App makes API calls outside the DNAnexus Platform (e.g. to a API server outside of DNAnexus control), these calls and a description of the non-DNAnexus API server must be documented and available to the user. For example, calls may include connections to your license server or pushing VCF files to your server and returning analysis – this must be documented as “expected behavior.” In the event data leaves the DNAnexus Platform and is processed on your systems, you need to document the Confidentiality, Integrity and Availability (CIA) of this data.
17. Security. You are responsible for developing Your Integrations and Your Apps following a defined Software Development Lifecycle (SDLC) with industry standard security processes (e.g. OWASP). You shall retain copies of the source code for all versions of Your Integrations and Your Apps.
18. Privacy. You are responsible for documenting the privacy and data transfer of any data involved with Your Integrations and Your Apps. For example, if Your App moves data considered individually identifiable or personal health information, you must document the relevant controls for keeping this data private. If Your App involves moving the data outside the country of origin (e.g. copying a VCF file from the DNAnexus Cloud in China or the EU), you must document this data transfer.
19. Governing Law. Any claim or dispute relating to this Agreement, or the DNAnexus Platform or Services shall be governed by the laws of California, without regard to conflict of laws provisions, and shall be resolved, and subject to the sole and exclusive jurisdiction of the state and federal courts located in the Northern District of California.
20. Support. You are responsible for front-line support of Your Integrations and Your Apps. Your contact information must be provided as part of your documentation.
21. Changes to this Agreement. DNAnexus may modify this Agreement from time to time, including any referenced standards, guidelines or other documents. DNAnexus will use reasonable efforts to notify you of modifications at least thirty (30) days before they go into effect (which notice may be by email to the email address associated with your DNAnexus Platform account). You may be required to click through the modified Agreement to show your acceptance and in any event your continued use of any portion of the DNAnexus Platform (including any related code, documentation or other materials) after the modification constitutes your acceptance to the modifications. If you do not agree to the modified Agreement, your sole remedy is to terminate your use of the DNAnexus Platform.
22. Miscellaneous. This Agreement is the entire agreement between you and DNAnexus, and supersedes any and all prior agreements, negotiations, or other communications between you and DNAnexus, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties. In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (i) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (ii) the validity and enforceability of all of the other provisions hereof shall in no way be affected or impaired thereby. You may not assign this Agreement without the prior written consent of DNAnexus, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. DNAnexus may assign this Agreement without restriction and without any notice to you. Subject to the foregoing, this Agreement shall be binding on the parties and their respective successors and permitted assigns. Without limiting the other disclaimers set forth herein, you acknowledge and understand that if DNAnexus is unable to provide the DNAnexus Platform as a result of a force majeure event, DNAnexus will not be in breach of this Agreement. A force majeure event means any event beyond the control of DNAnexus. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law shall not constitute a waiver of that right, power or remedy. DNAnexus’ waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of the Agreement. Notices must be in writing and will be deemed given when delivered. DNAnexus may provide notice to the email or physical address associated with your DNAnexus Platform account. Your notices to DNAnexus must be sent by first class mail or pre-paid post to DNAnexus, Inc., 1975 W El Camino Real, Suite #204, Mountain View, CA 94040; Attn: Legal. The parties are independent contractors and this Agreement does not create any agency, partnership, or joint venture. The DNAnexus Platform is a "Commercial Item" as that term is defined at 48 C.F.R. § 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation." If and to the extent the DNAnexus Platform is supplied to or purchased by or on behalf of a United States government entity or an entity licensing the DNAnexus Platform for or on behalf of a United States government entity, the DNAnexus Platform is licensed (i) only as a Commercial Item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.