Seeq

Seeq End User Licence Agreement

Effective September 12, 2016

We want you to understand your rights and our rights, so we prepared this Seeq End User License Agreement and our Seeq Privacy Policy, which is incorporated into the Seeq End User License Agreement (together, the "Agreement"). This Agreement constitutes a binding legal contract between You, (the "User" or "You" or "Your"), and the New York Genome Center ("We", "Us", "Our") regarding Your use of the mobile application known as Seeq (the "Application").

This Agreement covers Your use of any upgrade or new version of the Application provided by Us, unless and until that upgrade or new version is accompanied by a separate license agreement, in which case the terms of that separate license agreement will govern.

We may revise or supplement the terms of this Agreement at any time by providing written notice of such revisions to you, including by notifications within the Application, and your continued use of the Application after receiving notice of such new terms will be deemed your acceptance thereof and such new terms will be incorporated in this Agreement.

Please review this Agreement carefully before using the Application. By installing or using the Application, You represent to Us that (i) You are at least 18 years of age, (ii) You have read, understood and agree to this Agreement, now and as amended by Us, and (iii) You are a resident of the United States.

Scope of Licence

The Application is intended for individual use by persons who are interested in the science of genomics and may want to contribute to our understanding of how genes influence human health and behavior. Subject to Your acceptance of and compliance with the terms and conditions of this Agreement, You are granted a limited, revocable, non-exclusive, non-transferable, non-assignable license (without the right to sublicense), to download, access and use the Application solely for Your personal, non-commercial use, subject to the conditions and within the limits described in the Agreement.

Unless expressly permitted in writing by Us, You shall not (i) further sublicense, lease, rent, loan, or otherwise transfer access to the Application to any third party; (ii) copy, modify, adapt, translate into any language, distribute, broadcast, stream or create derivative works based on the Application; or (iii) impersonate anyone else in Your use of the Application. Any such forbidden use will immediately terminate your license to the Application.

Your usage of the Application is subject to and governed by any usage requirements established from time to time by Us and any usage rules set forth in any applicable app store. You agree to use the Application in a manner that complies with all applicable laws in the jurisdictions in which You use the Application, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

Installation/Uninstallation

The Application shall be available respectively on the Apple iTunes App Store and Google Play stores and is solely compatible with certain Apple iPhone and Android devices. The installation and uninstallation of the Application on Apple and Android devices is performed according to the processes defined by the respective operator. When uninstalling the Application the data may be deleted automatically from Your mobile devices.

Registration and Access Controls

You may be required to register to use the Application in which case You will be invited to choose a password. You will be solely responsible for ensuring that Your password is kept confidential and are not used by any person who is not authorized by You. We reserve the right to suspend Your registration at any time for any reason.

Intellectual Property

The Application and all intellectual property rights associated therewith, such as author's rights, copyrights, patents, trademarks, sui generis rights relating to databases, designs, logos, know-how and all other intellectual property rights (whether registered or not) contained in this Application are protected by the current laws on intellectual property and, as between You and Us are owned by Us. You shall not remove, alter or obscure any intellectual property notices (including copyright notices) on any authorized copy of the Application.

The Application is licensed, and not sold, to You under this Agreement and all rights not expressly granted in this Agreement are reserved to Us. You have no ownership rights in the Application. All right, title, and interest in and to the Application, including all copies, translations, compilations, derivative works, modifications, changes or corrections thereto remain with Us or Our licensors, as the case may be. Apart from the license granted to You in this Agreement, to the extent permitted by applicable law, the Application and intellectual property rights associated therewith cannot be reproduced, used or transferred without Our prior written consent, or, if the rights over the said elements are held by third-parties, the consent of their respective owners.

User Content

The Application may provide functionality through which You are able to create, generate or upload information (such as data, text and images) in connection with Your use of the Application (collectively, "Content"). Please refer to our Consent Form to understand what You are consenting to when you order a kit from Seeq and how we collect, use and share information collected during the course of the research study conducted through the Application. Please refer to Our Seeq Privacy Policy to understand Our information practices and, in particular, how we collect, use and share personal information that is collected through the Application and is not collected as part of the research study.

You agree that You are solely responsible for all of Your Content. We are not required to host, display, or distribute any Content, and may remove at any time or refuse any Content for any reason. We are not responsible for any loss, theft or damage of any kind to any Content. You represent and warrant that: (a) You own all rights in Your Content or, alternatively, You have acquired all necessary rights in Your Content to enable You to grant to us all of the rights described herein; and (b) Your Content does not infringe the intellectual property rights, privacy, or any other legal or moral rights of any third party.

You must not post Content or otherwise use the Application to transmit any unlawful, threatening, libelous, defamatory, obscene, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or would otherwise violate the law or a copyright, trademark or other intellectual property right of another. We will cooperate with any law enforcement authorities or court order requesting or directing Us to disclose the identity of anyone posting information or materials. We may, from time to time, monitor, review, block or remove any discussions, chats, postings, transmissions, bulletin boards and the like that appear in the Application; however, We are under no obligation to do so and assume no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy contained in any Content.

Updates and Changes

We may choose to modify or provide updates to the Application from time to time in Our sole discretion. In addition, Our distribution of the Application via third party services, such as the iTunes App Store and Google Play Store, may require users to download new or updated versions of the Application on a periodic basis. To the extent that You choose to download or use any such updates to the Application, You acknowledge that You will be bound by the version of this Agreement that is applicable as of the time You download and use any such update to the Application. We do not represent or warrant that any future updates to the Application will provide the same functionality that is provided by the current version of the Application.

We have no obligation to provide, and may change the form or nature of, the Application. We reserve the right to modify, suspend or discontinue Your access to the Application for any reason without notice, in Our sole discretion.

Links

The Application may contain links to other of Our web sites or internet resources. You acknowledge that while such web sites or internet resources are owned by Us, they may have different terms of use and different privacy policies. You are responsible for reviewing and complying with such terms and policies.

The Application may also contain links to third party web sites or internet resources ("Third Party Sites"). Third Party Sites are not under Our control and we are not responsible for the availability, contents, or performance of any Third Party Site. We are providing these links to You only as a convenience, and the inclusion of any link does not imply Our endorsement of such Third Party Site, its contents or any products or services available through such Third Party Site or any association with its operators. You are responsible for complying with any privacy statements or terms of use of the Third Party Sites. You should direct any concerns regarding these Third Party Sites to those sites' administrators. YOU AGREE THAT WE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, SOFTWARE, OR MATERIALS FOUND AT ANY THIRD PARTY SITE.

Disclaimer

We have no control over, and makes no representations or warranties, express or implied, regarding Your use of the Application or the use or interpretation of any content or information presented by, stored on, generated by or received through the Application.

The Application may contain general information relating to genomics. Users of the Application should not rely on information provided by the Application for treatment, diagnosis, or advice related to their own health problems. Questions should be addressed to Your physician or other health care provider. Patients should not use the information contained herein for diagnosing a health or fitness problem or disease. Use of the App or Services does not create an express or implied physician-patient relationship. You are hereby advised to consult with a physician or other professional health care provider prior to making any decisions, or undertaking any actions or not undertaking any actions related to any health care problem or issue You might have at any time, now or in the future.

In using the Application, You agree that neither We nor any other party is or will be liable or otherwise responsible for any decision made or any action taken or any action not taken due to Your use of any information presented through the Application.

No Warranty

The Application is provided on an "as is" and "as available" basis without any express warranties of any kind.

WE DISCLAIM AND EXCLUDE ALL LIABILITY AND WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR CONTRACT RELATED TO, WITHOUT LIMITATION, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF APPLICATION CHARACTER. WE DO NOT WARRANT THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS IN ANY RESPECT OR BE AVAILABLE AT ALL TIMES, OR THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS IN THE APPLICATION OR NONCONFORMITY TO ITS OR THEIR DOCUMENTATION CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT AND CONSIDERATION TO US TO GRANT THE LICENSES CONTAINED IN THIS AGREEMENT AND TO PROVIDE YOU WITH ACCESS TO THE APPICATION.

We do not guarantee that the Application is free of viruses or other elements that could damage your mobile device, or that it is compatible with any hardware or software versions or applications, including any specific versions of your device or its operating system.

Indemnification

You agree to indemnify, defend and hold Us and Our affiliates, subsidiaries, directors, officers, employees, agents, suppliers, licensors and third party partners harmless from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation by You of this Agreement, to the fullest extent allowed by law.

End User Terms Required by Apple if the Application is Downloaded from Apple's iTunes App Store

In addition to the other terms set forth herein, you further acknowledge and agree that: (i) these Terms are concluded between you and Us, and not Apple, Inc. ("Apple"); (ii) We, and not Apple, are solely responsible for the Application; (iii) Apple has no responsibility whatsoever to furnish any maintenance or support services with respect to the Application; (iv) in the event of any failure of the Application to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price for the Application, as applicable; (v) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application; (vi) Apple is not responsible for any claims that you have or any third party has arising out of your possession and/or use of the Application, including, but not limited to, product liability claims, any claim that the Application fail to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection or similar legislation; (vii) Apple will have no responsibility whatsoever for the investigation, defense, settlement or discharge of any third party claim that the Application infringes that third party's intellectual property rights; and (viii) Apple and its subsidiaries are third party beneficiaries of this Agreement and, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Conflict of Terms

In the event of any conflict between the terms of this Agreement and the Consent Form, the terms of the Consent Form will control. In the event of any conflict between the terms of this Agreement and those of any other agreement, the terms of this Agreement shall prevail as between You and Us.

Termination

This Agreement is effective until terminated by You or Us. This Agreement and Your rights hereunder can be terminated at any time. Your rights under this license will terminate automatically without notice from Us if You fail to comply with any term(s) of this Agreement. In the case of termination, You must cease all use of the Application and destroy all copies of the Application in Your possession or under Your control. We may immediately revoke Your access to the Application. Our failure to insist upon or enforce Your strict compliance with this Agreement will not constitute a waiver of any of its rights.

Contact Information

If You have any questions or concerns regarding the Application, please contact us at: support@seeq.io.

Survival of Terms

The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission; namely, obligations relating to intellectual property, limitation of liability, warranties, and disclaimer of warranties.

Choice of Law

This Agreement shall be governed by the laws of the State of New York, without reference to its choice of law principles.