PHITECH G&M TERMS AND CONDITIONS

Last Updated: May 25, 2026

The following Terms and Conditions (the “Terms”) govern the access to and use of the Genomics & More (G&M) platform, including all associated bioinformatics software, artificial intelligence functionalities, databases, pipelines, reports, visualization tools, APIs, support services, and related services (collectively, the “Platform” or the “Services”) provided by PHITECH INC, a corporation organized under the laws of the State of Delaware (“PHITECH”, “Company”, “we”, “our”, or “us”).

The Services include cloud-based and software-as-a-service (SaaS) solutions for the analysis, interpretation, visualization, prioritization, and management of genomic, transcriptomic, and multi-omics data for research and clinical decision support purposes.

These Terms apply to any individual or legal entity that accesses, purchases, subscribes to, registers for, or otherwise uses the Services, including the Customer and its Authorized Users (collectively, “Customer”, “you”, or “your”).

By accessing or using the Services, executing an Order, creating an account, clicking an acceptance button, or otherwise indicating acceptance of these Terms, Customer agrees to be legally bound by these Terms and all applicable Orders, policies, and incorporated documents referenced herein.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MUST NOT ACCESS, PURCHASE, REGISTER FOR, OR USE THE SERVICES. CUSTOMER’S ACCESS TO OR USE OF THE SERVICES CONSTITUTES CUSTOMER’S ACKNOWLEDGMENT THAT CUSTOMER HAS READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS.

1. DEFINITIONS

For purposes of these Terms, the following capitalized terms shall have the meanings set forth below:

“Affiliate”

means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting interests or equivalent governing authority of such entity.

“Analysis”

means any computational workflow, pipeline execution, interpretation process, report generation, artificial intelligence-assisted analysis, or other processing activity initiated through the Platform.

“Authorized User”

means any employee, contractor, consultant, healthcare professional, researcher, or representative authorized by Customer to access and use the Services under Customer’s account or subscription.

“Company”

means PHITECH INC, including its Affiliates where applicable.

“Confidential Information”

means any non-public, proprietary, confidential, technical, business, scientific, financial, commercial, or operational information disclosed by one Party to the other Party in connection with the Services, whether disclosed orally, electronically, visually, or in writing, and whether or not marked as confidential.

“Credits”

means prepaid usage units purchased or otherwise allocated to Customer and consumed upon initiation of Analyses or other designated Services or Platform functionalities.

“Customer”

means the legal entity or individual that purchases, subscribes to, registers for, accesses, or otherwise uses the Services pursuant to an Order.

“Customer Data”

means any data, genomic data, transcriptomic data, files, metadata, phenotype information, annotations, reports, documents, images, or other materials uploaded, submitted, stored, transmitted, or otherwise made available by or on behalf of Customer through the Services.

“Order”

means any order form, quotation, subscription agreement, online purchase flow, invoice, statement of work, proposal, or other commercial document accepted by Customer and Company describing the Services, pricing, Credits, subscription terms, or usage rights.

“Platform”

means the Genomics & More (G&M) platform, including all associated software, databases, pipelines, APIs, algorithms, artificial intelligence functionalities, reports, interfaces, visualization tools, documentation, and related Services provided by Company.

“Platform Outputs”

means any reports, visualizations, annotations, prioritizations, interpretations, summaries, analyses, or other outputs generated through the Platform or Services, including without limitation Gene Tables, Variant Tables, Enrichment Tables, Gene Prioritization outputs, Disease Prioritization outputs, Splice Junction Anomaly outputs, Expression Anomaly outputs, and any variant- or gene-specific supplementary data derived from integrated reference databases.

“Services”

means all products, software, SaaS functionalities, support services, APIs, analytical tools, workflows, professional services, artificial intelligence functionalities, reporting functionalities, and related services made available by Company through or in connection with the Platform.

“Third-Party Components”

means any third-party software, databases, algorithms, libraries, APIs, datasets, open-source software, or other materials integrated into or used in connection with the Services.

“User Credentials”

means usernames, passwords, authentication tokens, API keys, multi-factor authentication methods, or other credentials used to access the Services.

2. SERVICES AND PLATFORM ACCESS

2.1 Provision of Services

Subject to Customer’s compliance with these Terms and any applicable Order, Company shall provide Customer access to the Services during the applicable subscription term or service period specified in the relevant Order.

The Services may include cloud-based software-as-a-service (SaaS) functionalities, genomic and transcriptomic analysis tools, artificial intelligence-assisted interpretation functionalities, reporting tools, visualization modules, APIs, storage functionalities, technical support, professional services, and other related services made available by Company from time to time.

The Services are provided remotely through the Platform unless otherwise specified in an applicable Order.

As of the Effective Date, the Platform is provided as a cloud-based solution accessed via supported web browsers and requires no local software installation by Customer. However, Company reserves the right to develop and offer access to the Services via downloadable desktop or mobile client applications in the future, the use of which may be subject to additional supplemental terms.

2.2 Orders

The type, scope, duration, pricing, usage limitations, Credits, and other commercial terms applicable to the Services shall be specified in one or more Orders entered into between Customer and Company.

Each Order is incorporated into and governed by these Terms. Company shall use commercially reasonable efforts to deliver Platform Outputs within 30 (thirty) days after successful data upload and Analysis initiation.

In the event of a conflict between these Terms and an applicable Order, the Order shall control solely with respect to the specific Services covered by that Order unless expressly stated otherwise.

2.3 Authorized Use

Subject to these Terms and any applicable Order, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for its Authorized Users to access and use the Services solely for Customer’s internal research, clinical decision support, laboratory, or business purposes.

Customer shall remain fully responsible for all acts and omissions of its Authorized Users and for all access to and use of the Services under Customer’s accounts or User Credentials.

2.4 Service Modifications

Company may modify, update, improve, replace, suspend, discontinue, or otherwise change any portion of the Services, Platform functionalities, workflows, algorithms, interfaces, or technical features from time to time.

Company shall use commercially reasonable efforts to avoid material degradation of core Service functionalities during an active subscription term.

2.5 Beta Features and Evaluation Services

Company may from time to time provide beta functionalities, evaluation features, preview modules, research-use-only functionalities, or experimental features.

Unless otherwise expressly stated by Company, such functionalities are provided “AS IS” without warranties of any kind and may be modified, suspended, or discontinued at any time.

2.6 Trial

Company may, at its sole discretion, offer trial, evaluation, or complimentary Credits to Customer for initial Platform testing purposes (”Trial Credits”). Trial Credits and any Services accessed through Trial Credits are subject to these Terms in all respects, except that (i) Trial Credits carry no monetary value, are non-transferable, and are non-refundable; (ii) Platform Outputs generated through Trial Credits are provided for evaluation purposes only and shall not be relied upon for clinical, diagnostic, or patient-care decisions; (iii) Company may suspend, reduce, or terminate Trial Credits at any time without notice and without liability; and (iv) the limitations of liability and warranty disclaimers set forth in Sections 10 and 11 apply fully to all Services accessed through Trial Credits, including that Company’s aggregate liability for Services provided through Trial Credits shall be zero. Unless converted to a paid subscription through a mutually executed Order, Trial Credits and all associated access shall expire upon the earlier of: (a) the date specified by Company; or (b) completion of the designated trial period.

3. UTHORIZED USERS AND ACCOUNTS

3.1 Authorized Users

Customer may permit only Authorized Users to access and use the Services in accordance with these Terms and any applicable Order.

Customer shall ensure that all Authorized Users comply with these Terms and shall remain fully responsible for all activities conducted through Customer’s accounts, User Credentials, or Authorized Users.

Company may impose reasonable limitations on the number of Authorized Users, concurrent sessions, analyses, storage capacity, or other usage metrics as specified in an applicable Order or through the Services.

3.2 Account Registration

Customer and its Authorized Users shall provide accurate, complete, and current registration and account information and shall promptly update such information if it changes.

Customer shall not:

create false identities;
impersonate another person or entity;
provide misleading account information; or
permit unauthorized individuals to access the Services.

3.3 User Credentials and Security

Customer is solely responsible for:

maintaining the confidentiality and security of User Credentials;
implementing appropriate internal access controls;
ensuring Authorized Users use secure authentication methods; and
preventing unauthorized access to the Services.

User Credentials may not be shared among multiple individuals unless expressly authorized by Company in writing.

Customer shall immediately notify Company upon becoming aware of:

unauthorized access,
credential compromise,
suspected security incidents,
misuse of the Services, or
unauthorized disclosure of Customer Data.

3.4 Responsibility for Activities

Customer acknowledges and agrees that Customer is solely responsible for all:

activities,
analyses,
submissions,
uploads,
downloads,
reports,
interpretations, and
other actions

performed through Customer’s accounts or by Authorized Users.

Any action performed through Customer’s account shall be deemed performed by Customer.

4. FEES, CREDITS, PAYMENT, AND BILLING

4.1 Fees and Orders

Customer agrees to pay all fees, charges, subscription amounts, Credit purchases, usage fees, and other amounts specified in the applicable Order or otherwise made available through the Services (collectively, the “Fees”).

Unless otherwise specified in an applicable Order:

all Fees are stated in U.S. Dollars;
all Fees are exclusive of taxes, duties, levies, and governmental charges; and
Customer is responsible for all applicable taxes excluding taxes based solely on Company’s net income.

4.2 Credits

Certain Services may operate on a prepaid credit-based usage model.

Credits represent prepaid usage units that may be consumed upon initiation of Analyses or other designated Services or Platform functionalities.

The amount of Credits required for a particular Analysis or functionality may vary depending on:

workflow type,
data volume,
computational resources,
storage usage,
artificial intelligence functionalities,
sequencing type,
or other operational parameters.

Company may update Credit consumption rates from time to time.

4.3 Credit Consumption and Analysis Initiation

Applicable Credit consumption shall be displayed to Customer before initiation of an Analysis or applicable workflow where commercially reasonable.

Credits shall be deducted at the time an Analysis or workflow is initiated through the Platform, regardless of whether:

the Analysis is completed,
interrupted,
cancelled by Customer,
partially processed,
or later deleted.

An Analysis shall be deemed initiated once Customer clicks the applicable submission, execution, processing, or equivalent confirmation action within the Platform.

4.4 Insufficient Credits

If Customer does not maintain sufficient Credits or otherwise fails to satisfy applicable payment obligations, Company may:

suspend Analyses,
restrict access to certain Services,
prevent initiation of additional workflows,
or suspend access to the Platform until the applicable balance deficiency is resolved.

4.5 Payment Terms

Unless otherwise specified in an applicable Order:

Fees are due in advance; and
invoices are payable within thirty (30) days from invoice date; and

Customer authorizes Company and its payment processors to charge Customer using the designated payment method for all applicable Fees.

4.6 Late Payments

Company may charge interest on overdue amounts at the lesser of:

one percent (1%) per month; or
the maximum rate permitted under applicable law.

Customer shall reimburse Company for reasonable collection costs, legal fees, and enforcement expenses incurred in collecting overdue amounts.

4.7 No Refunds

Except where required by applicable law or expressly stated otherwise in an applicable Order:

Credits are non-refundable;
unused Credits do not carry cash value;
partially used subscription periods are non-refundable; and
Company shall have no obligation to provide refunds for unused Services, unused Credits, interrupted analyses, or Customer inactivity.

4.8 Changes to Pricing

Company may modify pricing, subscription structures, Credit models, or Fees upon renewal of a subscription term or Service Period by providing reasonable prior notice where required by applicable law.

4.9 Usage Verification

Company may track and verify Customer’s usage of the Services, including:

analyses initiated,
computational usage,
storage consumption,
API usage,
and Credit utilization

for billing, operational, security, audit, and compliance purposes.

5. CUSTOMER DATA, BIOLOGICAL DATA, AND DATA PROCESSING

5.1 Customer Data

Customer Data remains the property of Customer or its applicable licensors.

Subject to these Terms, Customer grants Company a worldwide, non-exclusive, royalty-free right to host, store, process, analyze, transmit, reproduce, and otherwise use Customer Data solely:

to provide the Services;
to operate, maintain, secure, and improve the Platform;
to generate Platform Outputs;
to perform technical support;
to comply with applicable law;
and as otherwise permitted under these Terms or applicable agreements between the Parties.

5.2 Customer Responsibility for Data

Customer is solely responsible for:

the legality,
accuracy,
integrity,
quality,
authorization,
and lawful collection and transfer

of all Customer Data uploaded to or processed through the Services.

Customer represents and warrants that:

Customer possesses all necessary rights, authorizations, consents, approvals, and legal bases required to upload and process Customer Data through the Services;
all biological samples and associated data have been collected and processed in compliance with applicable laws and ethical requirements; and
Customer has obtained all necessary patient consents and regulatory approvals where applicable.

5.3 Biological Data and Analysis Quality

Customer remains solely responsible for sequencing and data generation prior to Platform upload. Company is not responsible for sequencing quality, library preparation, or pre-upload data integrity.

Customer acknowledges that the quality, integrity, sequencing methodology, formatting, and completeness of uploaded biological data may materially affect the accuracy, quality, and reliability of Platform Outputs.

Company does not guarantee:

successful analysis of all uploaded data;
compatibility with all sequencing outputs or formats;
uninterrupted workflow execution;
or clinical validity of Platform Outputs.

Company may reject, suspend, or fail to process data that:

does not meet technical requirements;
is corrupted or incomplete;
contains incompatible formats;
or creates operational or security risks.

5.4 Data Processing and Platform Outputs

Customer acknowledges that:

Platform Outputs are generated through automated computational and artificial intelligence-assisted workflows;
Platform Outputs are intended solely as research or clinical decision support tools;
The Platform: displays medical information for HCP review and supports but does not replace independent HCP judgment;
Platform Outputs do not constitute medical advice, diagnosis, treatment recommendations, or clinical determinations by Company; and
all clinical interpretation, validation, diagnosis, and medical decision-making remain solely under Customer’s responsibility.

Customer shall independently review and validate all Platform Outputs before any clinical, diagnostic, therapeutic, or research use. Platform Outputs do not constitute medical devices and are not intended to independently diagnose, treat, cure, mitigate, or prevent disease.

5.5 Anonymized and Aggregated Data

Company may generate and use anonymized, de-identified (as defined under HIPAA 45 CFR § 164.514 Safe Harbor or Expert Determination methods where applicable), aggregated, statistical, or derived information generated from Customer Data and Platform usage for:

platform improvement,
algorithm training,
benchmarking,
quality assurance,
security,
analytics,
research,
product development,
and operational optimization purposes.

Such information shall not identify Customer, Authorized Users, or individual data subjects.

For clarity, Company shall not sell identifiable Customer Data to third parties.

5.6 Data Retention and Deletion

Company may establish and modify reasonable data retention policies for uploaded data, analyses, reports, backups, logs, and Platform Outputs. For Customers subject to HIPAA, Company shall retain Customer Data for the term specified in the applicable BAA, and shall securely delete or return such data upon termination unless legally required to retain.

Unless otherwise specified in an applicable Order or retention policy:

uploaded but unsubmitted biological data may be automatically deleted after a designated period;
Company is not obligated to indefinitely retain Customer Data or Platform Outputs after termination or expiration of the Services; and
Customer remains responsible for exporting and retaining any necessary copies of Customer Data and Platform Outputs.

5.7 Data Hosting and Processing Locations

Customer acknowledges and agrees that Customer Data may be hosted and processed within the jurisdiction or region designated by Company or specified in an applicable Order.

Company shall use commercially reasonable efforts to process and store Customer Data in accordance with applicable data residency commitments communicated to Customer.

6. ACCEPTABLE USE AND USAGE RESTRICTIONS

6.1 Permitted Use

Customer may access and use the Services solely:

in accordance with these Terms and any applicable Order;
for Customer’s internal research, laboratory, clinical decision support, or business purposes; and
in compliance with applicable laws, regulations, and professional obligations.

Customer shall not use the Services for unlawful, fraudulent, harmful, or unauthorized purposes.

6.2 Restricted Activities

Except as expressly authorized by Company in writing, Customer and its Authorized Users shall not, directly or indirectly:

(a) copy, reproduce, distribute, modify, adapt, translate, create derivative works from, or otherwise exploit the Services, Platform, or Platform Outputs beyond the rights expressly granted under these Terms;

(b) reverse engineer, decompile, disassemble, decode, attempt to derive source code, underlying models, algorithms, workflows, or non-public functionalities of the Services;

develop competing products or services;
benchmark the Platform for competitive purposes;
train external machine learning or artificial intelligence systems;
or replicate the functionality of the Services;

(d) interfere with, disrupt, overload, damage, impair, or compromise the integrity, security, stability, or performance of the Platform or related infrastructure;

(e) circumvent authentication systems, access restrictions, usage limitations, security controls, or technical protections implemented by Company;

(f) upload, transmit, store, or distribute:

malicious code,
ransomware,
viruses,
worms,
Trojan horses,
harmful scripts,
or other malicious technologies;

(g) use automated tools, scraping technologies, bots, spiders, crawlers, or similar technologies to extract data, reports, algorithms, workflows, or Platform information except where expressly authorized through Company-supported APIs;

(h) use the Services in violation of:

patient privacy rights,
healthcare regulations,
export control laws,
sanctions laws,
intellectual property rights,
or applicable data protection laws;

(i) share User Credentials with unauthorized individuals or permit unauthorized third parties to access the Services;

(j) remove, obscure, alter, or falsify proprietary notices, authorship information, trademarks, copyright notices, or attribution information contained within the Services or Platform Outputs;

(k) use the Platform as a general-purpose file storage system, backup repository, or data dump, or upload, store, or process any data, files, or materials that are not reasonably related to the intended genomic, transcriptomic, multi-omics, or clinical analysis purposes of the Services;

(l) upload, transmit, or store any content that is illegal, defamatory, obscene, or otherwise prohibited by law, or any personal data or sensitive information for which Customer has not obtained all necessary consents, authorizations, and lawful bases required to permit Company’s processing of such data under these Terms.

6.3 Platform Outputs and Attribution

Customer may internally use and share Platform Outputs generated through authorized use of the Services. If Customer shares Platform Outputs externally, including in publications, scientific presentations, conferences, reports, or collaborations, Customer shall explicitly acknowledge that the data analysis and interpretation were performed using the PHITECH Genomics & More (G&M) Platform, and shall not remove any Company attribution, proprietary notices, or authorship references included in such Platform Outputs.

6.4 Monitoring and Enforcement

Company may monitor usage of the Services for purposes of:

security,
operational integrity,
compliance verification,
fraud prevention,
system optimization,
and enforcement of these Terms.

Company may investigate suspected violations of this Section and may suspend or terminate access to the Services if Company reasonably determines that Customer or any Authorized User violated these Terms.

6.5 Third-Party Components

The Services may incorporate Third-Party Components subject to separate license terms, attribution requirements, or usage restrictions.

Customer agrees to comply with any applicable third-party license terms made available by Company.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Company Ownership

The Services, Platform, and all related technology, software, algorithms, workflows, pipelines, artificial intelligence functionalities, databases, interfaces, APIs, visualizations, documentation, reports, trademarks, logos, trade names, designs, know-how, and other materials provided by Company, including all modifications, improvements, updates, enhancements, derivative works, and related intellectual property rights (collectively, the “Company Technology”), are and shall remain the exclusive property of Company and its licensors.

Except for the limited rights expressly granted under these Terms, no ownership rights or licenses are granted to Customer by implication, estoppel, or otherwise.

7.2 Limited License

Subject to Customer’s compliance with these Terms and any applicable Order, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Services solely for Customer’s internal authorized purposes.

Customer shall not acquire any ownership interest in the Services or Company Technology through use of the Services.

7.3 Customer Data Ownership

As between the Parties, Customer retains ownership rights in Customer Data, subject to the rights and licenses granted to Company under these Terms.

Customer acknowledges that Company may generate:

aggregated data,
anonymized data,
operational metrics,
usage statistics,
algorithmic improvements,
and derived analytical insights

through operation of the Services, and such materials shall not constitute Customer Data.

7.4 Platform Outputs

Subject to Customer’s compliance with these Terms and payment obligations, Customer may use Platform Outputs generated through authorized use of the Services for Customer’s internal research, laboratory, clinical decision support, or business purposes.

Customer acknowledges that:

Platform Outputs may incorporate Company proprietary methodologies, annotations, algorithms, visualizations, and formatting;
Company retains ownership of all underlying Company Technology incorporated into the Platform Outputs; and
Customer shall not remove Company proprietary notices or attribution information where included.

7.5 Feedback

If Customer or any Authorized User provides:

feedback,
suggestions,
enhancement requests,
recommendations,
corrections,
ideas,
or comments

regarding the Services (“Feedback”), Company may freely use, incorporate, modify, commercialize, and exploit such Feedback without restriction or compensation to Customer.

7.6 Reservation of Rights

All rights not expressly granted under these Terms are reserved by Company and its licensors.

7.7 Trademark Rights

“PHITECH”, “Genomics & More (G&M)”, and related names, logos, marks, and branding elements are trademarks or proprietary identifiers of Company.

Except as expressly permitted by Company in writing, Customer shall not use Company trademarks, branding, or logos in any manner that may imply endorsement, affiliation, partnership, or sponsorship.

8. CONFIDENTIALITY

8.1 Confidential Information

Each Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”) Confidential Information in connection with the Services and these Terms.

Confidential Information includes any non-public:

technical,
scientific,
clinical,
operational,
financial,
commercial,
research,
business,
product,
security,
or strategic information,

whether disclosed orally, electronically, visually, or in writing, that reasonably should be understood to be confidential under the circumstances of disclosure.

Company Confidential Information includes, without limitation, Customer Data and non-public business or research information disclosed by Customer, Company Technology, Platform architecture, workflows, algorithms, APIs, security information, pricing, product roadmaps, non-public Platform functionalities, and the design, structure, arrangement, formatting, presentation layer, user interface, visual layout, report templates, table structures, charting logic, and other non-public front-end or output-display features of the Platform.

8.2 Confidentiality Obligations

The Receiving Party shall:

protect Confidential Information using at least reasonable care;
use Confidential Information solely for purposes of performing or exercising rights under these Terms;
and not disclose Confidential Information to any third party except as expressly permitted under these Terms.

The Receiving Party may disclose Confidential Information solely to:

employees,
contractors,
Affiliates,
professional advisors,
auditors,
subprocessors,
or service providers

who have a legitimate need to know such information and who are bound by confidentiality obligations no less protective than those contained herein.

8.3 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

(a)

was lawfully known to the Receiving Party without confidentiality obligations before disclosure;

(b)

becomes publicly available through no breach of these Terms;

(c)

was lawfully obtained from a third party without restriction; or

(d)

was independently developed without use of or reference to the Disclosing Party’s Confidential Information.

8.4 Required Disclosure

The Receiving Party may disclose Confidential Information if required by:

law,
regulation,
court order,
governmental request,
or legal process,

provided that, where legally permitted, the Receiving Party:

promptly notifies the Disclosing Party; and
reasonably cooperates with efforts to limit or protect such disclosure.

8.5 Publications and External Communications

Customer may use Platform Outputs in:

scientific publications,
conferences,
presentations,
research collaborations,
and internal or external reports,

provided that Customer does not disclose Company Confidential Information beyond the Platform Outputs themselves.

Where Company attribution or proprietary notices are technically included within Platform Outputs, Customer shall not intentionally remove such notices.

Except as otherwise agreed in writing, neither Party shall publicly announce a commercial relationship between the Parties using the other Party’s name, logo, or trademarks without prior written consent.

8.6 Duration of Confidentiality Obligations

The confidentiality obligations under these Terms shall survive termination or expiration of the Services for a period of five (5) years, except for trade secrets or protected health information, which shall remain protected for so long as applicable law requires or such information remains protected under applicable law.

9. PRIVACY, SECURITY, AND COMPLIANCE

9.1 Security Measures

Company shall implement and maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, loss, or destruction.

Such safeguards may include:

access controls,
authentication measures,
encryption mechanisms,
audit logging,
infrastructure monitoring,
backup procedures,
and security review processes.

Customer acknowledges that no cloud-based or internet-based service can be guaranteed completely secure.

9.2 Customer Compliance Responsibilities

Customer is solely responsible for:

ensuring that its use of the Services complies with applicable laws, regulations, ethical obligations, and institutional requirements;
obtaining all required patient consents, authorizations, approvals, and legal bases for data processing;
validating Platform Outputs before any clinical or research use;
and ensuring that Authorized Users are appropriately qualified and authorized.

Customer acknowledges that Company does not provide medical advice or clinical decision-making services.

Customer represents that its use of the Services complies with U.S. export control laws, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR), and that Customer is not located in, or a national of, any country subject to U.S. embargo or trade restrictions.

9.3 Clinical and Research Use Disclaimer

The Services, Platform Outputs, and related functionalities are intended solely for:

research support,
analytical support,
and clinical decision support purposes.

Unless expressly stated otherwise in an applicable Order or regulatory documentation, the Services are not intended to independently diagnose, prevent, cure, monitor, or treat diseases or medical conditions.

Customer remains solely responsible for:

clinical interpretation,
validation,
diagnosis,
treatment decisions,
and patient care activities.

9.4 Privacy and Data Protection

Company processes Customer Data in accordance with:

applicable data protection laws;
Company privacy documentation;
and any applicable data processing agreements executed between the Parties.

Where applicable, the Parties may separately enter into:

data processing agreements (DPA),
business associate agreements (BAA),
or jurisdiction-specific privacy addenda.

Where applicable, Company shall process Customer Data in compliance with state privacy laws including but not limited to the California Consumer Privacy Act (CCPA/CPRA), Virginia Consumer Data Protection Act (CDPA), and other applicable state data protection statutes.

9.5 Security Incidents

Company shall use commercially reasonable efforts to investigate and respond to confirmed security incidents affecting Customer Data within Company’s control.

Where required by applicable law, Company shall provide notifications regarding qualifying security incidents within commercially reasonable timeframes.

9.6 Third-Party Infrastructure and Service Providers

Company may utilize third-party infrastructure providers, cloud providers, subprocessors, software providers, and service providers in connection with the operation of the Services.

Company shall use commercially reasonable efforts to engage reputable providers appropriate for the nature of the Services.

9.7 Regulatory and Export Compliance

Customer represents and warrants that neither Customer nor its Authorized Users are:

subject to applicable trade sanctions,
prohibited export restrictions,
or governmental restrictions that would prohibit use of the Services.

Customer shall not use the Services in violation of applicable:

export control laws,
sanctions laws,
healthcare regulations,
or data protection laws.

Customer represents that its collection and use of genetic information complies with the Genetic Information Nondiscrimination Act of 2008 (GINA), 42 U.S.C. § 2000ff, and Customer shall not use Platform Outputs for employment decisions or health insurance underwriting purposes prohibited by GINA.

9.8 Audit and Operational Monitoring

Company may maintain:

audit logs,
system logs,
security records,
usage metrics,
and operational monitoring systems

for purposes of:

security,
compliance,
operational integrity,
fraud prevention,
billing verification,
and service improvement.

9.9. HIPAA Business Associate Agreement

If Customer is a HIPAA Covered Entity or Business Associate, and if Customer Data includes Protected Health Information (PHI) as defined under HIPAA, the Parties shall separately execute a Business Associate Agreement (BAA) compliant with 45 CFR §§ 164.502(e) and 164.504(e).

Customer represents and warrants that:

(i) Customer has determined whether it is subject to HIPAA obligations; and

(ii) Customer shall not upload PHI to the Platform until a BAA is fully executed between the Parties.

Company shall not be liable for any HIPAA violations resulting from Customer’s failure to request or execute a BAA when required.

10. WARRANTIES DISCLAIMER

10.1 Services Provided “AS IS”

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AN APPLICABLE ORDER, THE SERVICES, PLATFORM, PLATFORM OUTPUTS, COMPANY TECHNOLOGY, AND ALL RELATED FUNCTIONALITIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF:

MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT,
TITLE,
ACCURACY,
RELIABILITY,
AVAILABILITY,
OR UNINTERRUPTED OPERATION.

10.2 No Diagnostic or Medical Warranty

In accordance with the criteria for non-device Clinical Decision Support software set forth in FDA’s January 2026 Clinical Decision Support Software Guidance (issued pursuant to Section 520(o)(1)(E) of the Federal Food, Drug, and Cosmetic Act), the Platform is designed to be transparent, evidence-based, and HCP-reviewable, such that all recommendations, prioritizations, and analytical outputs display the basis of each result and enable independent review and override by a qualified healthcare professional. Platform Outputs are generated using scientifically validated bioinformatics pipelines and are intended to assist—not replace—HCP clinical judgment. Company does not warrant clinical outcomes but represents that Platform workflows are consistent with industry-standard genomic analysis practices.

NOTWITHSTANDING THE FOREGOING, COMPANY DOES NOT WARRANT THE CLINICAL VALIDITY, DIAGNOSTIC ACCURACY, MEDICAL EFFECTIVENESS, OR REGULATORY ACCEPTABILITY OF THE SERVICES OR PLATFORM OUTPUTS. ALL CLINICAL INTERPRETATION, VALIDATION, DIAGNOSIS, AND PATIENT-CARE DECISIONS REMAIN SOLELY UNDER CUSTOMER’S RESPONSIBILITY.

CUSTOMER ACKNOWLEDGES THAT:

THE SERVICES ARE COMPUTATIONAL AND ANALYTICAL TOOLS;
PLATFORM OUTPUTS MAY CONTAIN LIMITATIONS, INACCURACIES, FALSE POSITIVES, FALSE NEGATIVES, OR INCOMPLETE INFORMATION;
AND THE SERVICES DO NOT CONSTITUTE MEDICAL ADVICE, CLINICAL JUDGMENT, OR DIAGNOSTIC DETERMINATIONS BY COMPANY.

10.3 No Warranty Regarding Customer Data

COMPANY DOES NOT WARRANT THAT:

CUSTOMER DATA WILL BE ERROR-FREE,
SEQUENCING DATA WILL BE COMPATIBLE,
ANALYSES WILL ALWAYS COMPLETE SUCCESSFULLY,
OR PLATFORM OUTPUTS WILL ACHIEVE CUSTOMER’S EXPECTED RESULTS.

CUSTOMER ACKNOWLEDGES THAT ANALYSIS QUALITY DEPENDS ON MULTIPLE FACTORS INCLUDING:

SAMPLE QUALITY,
SEQUENCING QUALITY,
DATA FORMATTING,
THIRD-PARTY TOOLS,
REFERENCE DATABASES,
AND COMPUTATIONAL LIMITATIONS.

10.4 No Uninterrupted Availability

COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE:

UNINTERRUPTED,
ERROR-FREE,
SECURE,
OR AVAILABLE AT ALL TIMES.

THE SERVICES MAY BE SUBJECT TO:

MAINTENANCE,
SYSTEM FAILURES,
THIRD-PARTY OUTAGES,
INTERNET INTERRUPTIONS,
CYBERSECURITY EVENTS,
OR OTHER OPERATIONAL LIMITATIONS.

10.5 Third-Party Components

THE SERVICES MAY INCORPORATE THIRD-PARTY COMPONENTS, DATABASES, SOFTWARE, OR SERVICES.

COMPANY MAKES NO WARRANTIES REGARDING THIRD-PARTY COMPONENTS AND SHALL NOT BE RESPONSIBLE FOR FAILURES, INACCURACIES, AVAILABILITY ISSUES, OR SECURITY EVENTS ARISING FROM THIRD-PARTY COMPONENTS.

10.6 Beta and Experimental Features

BETA FEATURES, PREVIEW FUNCTIONALITIES, RESEARCH-USE-ONLY FEATURES, EXPERIMENTAL WORKFLOWS, AND EVALUATION SERVICES MAY CONTAIN ERRORS OR LIMITATIONS AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND.

10.7 Artificial Intelligence Disclaimer

CUSTOMER ACKNOWLEDGES THAT THE PLATFORM UTILIZES MACHINE LEARNING AND ARTIFICIAL INTELLIGENCE FUNCTIONALITIES (“AI FEATURES”) TO GENERATE CERTAIN PLATFORM OUTPUTS. DUE TO THE PROBABILISTIC NATURE OF MACHINE LEARNING, AI FEATURES MAY GENERATE OUTPUTS THAT ARE INACCURATE, INCOMPLETE, OR INCONSISTENT WITH CLINICAL OR SCIENTIFIC REALITY (OFTEN REFERRED TO AS “HALLUCINATIONS”). COMPANY DOES NOT WARRANT THE ACCURACY, RELIABILITY, OR CLINICAL VALIDITY OF ANY SPECIFIC AI-GENERATED OUTPUT. CUSTOMER AND ITS AUTHORIZED USERS ARE STRICTLY PROHIBITED FROM RELYING SOLELY ON AI-GENERATED OUTPUTS FOR DIAGNOSIS, TREATMENT, OR ANY PATIENT-CARE DECISIONS. CUSTOMER AGREES TO INDEPENDENTLY REVIEW, VERIFY, AND CLINICALLY VALIDATE ALL AI-GENERATED PLATFORM OUTPUTS USING QUALIFIED HEALTHCARE PROFESSIONALS BEFORE ANY USE IN A CLINICAL, RESEARCH, OR COMMERCIAL SETTING.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, SUBPROCESSORS, OR REPRESENTATIVES BE LIABLE FOR ANY:

INDIRECT,
INCIDENTAL,
SPECIAL,
EXEMPLARY,
CONSEQUENTIAL,
PUNITIVE,
OR ENHANCED DAMAGES,

OR FOR ANY:

LOSS OF PROFITS,
LOSS OF REVENUE,
LOSS OF BUSINESS,
LOSS OF GOODWILL,
LOSS OF DATA,
LOSS OF RESEARCH OPPORTUNITIES,
BUSINESS INTERRUPTION,
COST OF SUBSTITUTE SERVICES,
OR LOSS OF ANTICIPATED SAVINGS,

ARISING OUT OF OR RELATING TO:

THE SERVICES,
PLATFORM OUTPUTS,
CUSTOMER DATA,
THESE TERMS,
OR CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES,

WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY APPLICABLE ORDER SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF THE CLAIM RELATES TO SERVICES PROVIDED WITHOUT CHARGE OR DURING AN EVALUATION OR TRIAL PERIOD, COMPANY SHALL HAVE NO LIABILITY WHATSOEVER.

11.3 Clinical Responsibility

CUSTOMER ACKNOWLEDGES THAT COMPANY SHALL NOT BE LIABLE FOR:

CLINICAL DECISIONS,
MEDICAL INTERPRETATIONS,
TREATMENT DECISIONS,
PATIENT MANAGEMENT,
OR ANY HEALTHCARE OUTCOMES

ARISING FROM CUSTOMER’S USE OF THE SERVICES OR PLATFORM OUTPUTS.

CUSTOMER REMAINS SOLELY RESPONSIBLE FOR:

VALIDATION,
CLINICAL REVIEW,
DIAGNOSIS,
AND ALL PATIENT-CARE ACTIVITIES.

11.4 Data and Infrastructure Risks

COMPANY SHALL NOT BE LIABLE FOR:

DATA LOSS,
DATA CORRUPTION,
ANALYSIS FAILURES,
WORKFLOW INTERRUPTIONS,
SECURITY INCIDENTS,
OR SERVICE UNAVAILABILITY

RESULTING FROM:

CUSTOMER ACTIONS,
THIRD-PARTY SYSTEMS,
INTERNET FAILURES,
CLOUD PROVIDER FAILURES,
FORCE MAJEURE EVENTS,
OR CUSTOMER DATA QUALITY ISSUES.

11.5 Basis of Bargain

CUSTOMER ACKNOWLEDGES THAT:

THE DISCLAIMERS AND LIABILITY LIMITATIONS SET FORTH IN THESE TERMS ARE MATERIAL ELEMENTS OF THE AGREEMENT BETWEEN THE PARTIES; AND
COMPANY WOULD NOT PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS.

12. INDEMNIFICATION

12.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Company, its Affiliates, licensors, service providers, officers, directors, employees, contractors, and representatives from and against any and all:

claims,
actions,
proceedings,
liabilities,
damages,
judgments,
settlements,
penalties,
fines,
costs,
and expenses (including reasonable attorneys’ fees)

arising out of or relating to:

(a) Customer’s or any Authorized User’s use of the Services;

(b) Customer Data, including allegations that Customer Data:

infringes intellectual property rights,
violates privacy rights,
violates applicable laws,
or was processed without required authorization or consent;

these Terms,
applicable laws,
healthcare regulations,
export regulations,
or data protection laws;

(d) clinical interpretation, diagnosis, treatment decisions, patient-care activities, or medical use of Platform Outputs by Customer or Authorized Users;

(e) gross negligence, willful misconduct, fraud, or unlawful acts of Customer or Authorized Users.

12.2 Company Intellectual Property Indemnification

Company shall defend Customer against third-party claims alleging that the authorized use of the Services infringes a valid third-party intellectual property right, and Company shall pay damages finally awarded by a court or agreed in settlement by Company, provided that Customer:

(a) promptly notifies Company in writing of the claim;

(b) grants Company sole control over the defense and settlement of the claim; and

12.3 Exclusions

Company shall have no indemnification obligation for claims arising from:

(a) Customer Data;

(b) modifications not made by Company;

(d) unauthorized use of the Services;

(e) continued use after Company provides a replacement, modification, or workaround;

(f) beta, preview, experimental, or research-use-only functionalities.

12.4 Mitigation Rights

If Company reasonably believes the Services may become subject to an infringement claim, Company may, at its option:

modify the affected Services;
obtain rights for continued use;
replace the affected functionality;
or terminate the affected Services and provide a prorated refund for prepaid unused Fees solely for the terminated portion.

13. TERM, SUSPENSION, AND TERMINATION

13.1 Term

These Terms shall become effective upon the earliest of:

Customer’s acceptance of these Terms;
execution of an applicable Order;
creation of an account;
or Customer’s access to or use of the Services,

and shall remain in effect until terminated in accordance with these Terms.

The subscription term, Service Period, renewal structure, and duration of specific Services shall be defined in the applicable Order.

13.2 Suspension Rights

Company may suspend or restrict access to all or part of the Services immediately, with or without notice where reasonably necessary, if:

(a) Customer or any Authorized User breaches these Terms or an applicable Order;

(b) payment obligations are overdue or Customer fails to satisfy applicable Fee obligations;

(d) Company reasonably suspects:

unauthorized access or credential misuse,
fraud misuse, or abuse of the Services,
security risks or active security incidents,
unlawful activity,
or regulatory violations by Customer or any Authorized User;

(e) suspension is necessary to:

protect the Platform,
maintain operational integrity,
comply with applicable law or regulatory requirements,
respond to governmental requests,
or prevent harm to Company, Customers, or third parties.

Where commercially reasonable, Company shall use reasonable efforts to restore access after resolution of the applicable issue. Suspension of access shall not relieve Customer of payment obligations incurred prior to or during the suspension period

13.3 Termination for Cause

Either Party may terminate an applicable Order or these Terms upon written notice if the other Party:

(a) materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice;

(b) becomes insolvent;

enters bankruptcy,
liquidation,
receivership,
or similar proceedings;

Company may terminate immediately if Customer:

repeatedly violates usage restrictions;
engages in unlawful activity;
infringes Company intellectual property;
or creates material security or regulatory risks.

13.4 Effect of Termination

Upon expiration or termination:

Customer’s access rights to the Services immediately terminate;
Customer shall cease use of the Services;
unpaid Fees become immediately due;
and Company may disable access to Customer accounts and Platform functionalities.

Unless otherwise required by applicable law or expressly agreed in writing:

Company shall have no obligation to retain Customer Data indefinitely after termination;
unused Credits expire upon termination or expiration;
and Company may delete Customer Data following commercially reasonable retention periods.

13.5 Survival

The following provisions shall survive termination or expiration of these Terms:

payment obligations,
confidentiality obligations,
intellectual property rights,
disclaimers,
limitation of liability,
indemnification,
dispute resolution,
and any provisions that by their nature are intended to survive.

13.6 No Refund Upon Termination

Except where expressly stated otherwise in these Terms or required by applicable law:

termination shall not relieve Customer of payment obligations incurred prior to termination; and
prepaid Fees and Credits are non-refundable.

14. FORCE MAJEURE

14.1 Force Majeure Events

Company shall not be liable for any delay, interruption, failure, or inability to perform any obligations under these Terms to the extent caused by events beyond Company’s reasonable control, including:

acts of God;
natural disasters;
earthquakes;
floods;
fires;
pandemics;
epidemics;
war;
terrorism;
civil unrest;
labor disputes;
governmental actions;
sanctions;
embargoes;
export restrictions;
power outages;
internet service disruptions;
telecommunications failures;
cloud infrastructure failures;
denial-of-service attacks;
cyberattacks;
failures of third-party service providers;
or other similar events beyond Company’s reasonable control
(each, a “Force Majeure Event”).

14.2 Suspension of Obligations

During a Force Majeure Event, Company’s affected obligations shall be suspended for the duration of the applicable Force Majeure Event.

Company shall use commercially reasonable efforts to:

mitigate operational disruption;
restore affected Services;
and resume performance as reasonably practicable.

14.3 No Liability

Company shall not be responsible for:

Service interruptions,
analysis delays,
data-access limitations,
workflow failures,
or loss resulting from Force Majeure Events.

14.4 Extended Force Majeure

If a Force Majeure Event substantially prevents performance of the Services for more than sixty (60) consecutive days, either Party may terminate the affected Services upon written notice.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law

These Terms and any disputes arising out of or relating to the Services, Platform, or these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

15.2 Informal Resolution

Before initiating formal legal proceedings, the Parties shall use commercially reasonable efforts to resolve disputes through good-faith discussions for at least thirty (30) days following written notice of the dispute.

15.3 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or the relationship between the Parties that cannot be resolved informally shall be finally resolved by binding arbitration.

The arbitration shall:

be conducted in English;
be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules;
and be conducted by a single arbitrator experienced in technology or commercial matters.

The seat of arbitration shall be Wilmington, Delaware, unless otherwise agreed by the Parties.

Judgment upon the arbitration award may be entered in any court of competent jurisdiction.

15.4 Injunctive Relief

Nothing in these Terms shall prevent either Party from seeking temporary, preliminary, or injunctive relief in the state or federal courts located in Wilmington, Delaware, for:

intellectual property infringement,
unauthorized access,
confidentiality violations,
or misuse of the Services.

15.5 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

15.6 Limitation Period

Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the cause of action arose, except where prohibited by applicable law.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms, together with any applicable Orders, policies, data processing agreements, business associate agreements, privacy notices, or other documents expressly incorporated by reference, constitute the entire agreement between the Parties regarding the Services and supersede all prior or contemporaneous:

discussions,
understandings,
negotiations,
proposals,
representations,
or agreements,

whether oral or written, relating to the subject matter hereof.

Any terms contained in Customer purchase orders or similar documents that conflict with or supplement these Terms shall be void unless expressly accepted by Company in writing.

16.2 Amendments

Company may modify these Terms from time to time.

Updated versions shall become effective upon:

posting through the Platform,
publication on Company’s website,
or other reasonable notice provided to Customer.

Customer’s continued use of the Services after the effective date of updated Terms constitutes acceptance of the modified Terms.

For material adverse changes during an active subscription term, Company shall use commercially reasonable efforts to provide advance notice.

16.3 Assignment

Customer may not assign, transfer, delegate, or sublicense any rights or obligations under these Terms without Company’s prior written consent.

Company may assign or transfer these Terms:

to an Affiliate;
in connection with a merger, acquisition, corporate restructuring, or sale of assets;
or as otherwise reasonably necessary for business operations.

Any prohibited assignment by Customer shall be null and void.

16.4 Relationship of the Parties

The Parties are independent contractors.

Nothing in these Terms creates:

a partnership,
joint venture,
agency,
fiduciary,
employment,
or franchise relationship

between the Parties.

16.5 Notices

Legal notices under these Terms shall be provided:

by email,
through the Platform,
or by recognized courier service

to the contact information designated by the applicable Party.

Customer is responsible for maintaining accurate contact information.

Electronic notices shall be deemed received upon transmission unless otherwise required by applicable law.

16.6 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be interpreted to most closely reflect the original intent to the maximum extent permitted by applicable law.

16.7 Waiver

Failure by either Party to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that or any other provision.

Any waiver must be in writing and signed by the waiving Party.

16.8 Electronic Acceptance

Customer acknowledges and agrees that:

electronic acceptance,
click-through acceptance,
electronic signatures,
online registrations,
and electronic Orders

shall be legally binding and enforceable to the same extent as physical signatures.

16.9 No Third-Party Beneficiaries

Except as expressly stated in these Terms, these Terms do not create any third-party beneficiary rights.

16.10 Order of Precedence

In the event of a conflict between:

these Terms,
an applicable Order,
or a separately executed agreement between the Parties,

the following order of precedence shall apply unless expressly stated otherwise:

separately executed agreement;
applicable Order;
these Terms.