GeneMetrics Terms and Conditions
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‍These GeneMetrics Terms and Conditions together with the corresponding Services Order Form(collectively, the “Agreement”) is between GeneMetrics and Client.Capitalized terms used in these Terms and Conditions and not otherwise defined herein shall have the same meaning as set forth in the Services Order Form. GENEMETRICS IS WILLING TO PROVIDE THE SERVICES, INCLUDING LICENSING THE PLATFORM, TO CLIENT ONLY UPON THE CONDITION THAT CLIENT ACCEPTS ALL OF THESE TERMS AND CONDITIONS. BEFORE SIGNING THE SERVICES ORDER FORM, CAREFULLY READ THESE TERMS AND CONDITIONS, BY SIGNING, CLIENT IS CONSENTING TO BE BOUND BY AND ARE BECOMING APARTY TO THIS AGREEMENT. CLIENT’S USE OF THE SERVICES INDICATES CLIENT’S ASSENT TO BE BOUND BY THESE TERMS AND CONDITIONS.
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‍1. Definitions.
1.1.  “AggregatedData” means data and information related to Client’s use of theServices that is used by GeneMetrics in an aggregate and/or anonymized manner, including to compile statistical and performance information related to theServices and including deidentified genetic information derived from theTesting Kits.
‍1.2. “GeneMetrics IP” means the Services, the Documentation, and any and all intellectual property provided to Client or any Authorized User in connection with the foregoing. For the avoidance of doubt, GeneMetrics IP includesAggregated Data and any information, data, algorithms, or other content derived from GeneMetrics’s monitoring of Client’s access to or use of the Services, but does not include Client Data.
‍1.3.  “AuthorizedUser” means Client’s employees, consultants, contractors, and agents (i)who are authorized by Client to access and use the Platform under the rights granted to Client pursuant to this Agreement and (ii) for whom access to thePlatform has been purchased hereunder.
‍1.4.  “ClientData” means, other than Aggregated Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client or an Authorized User through theServices.
‍1.5.  “ClientReport” means a report showing lifestyle or other based genetic probabilities for End-Users based on data from the completed Testing Kits, which report is generated by or through the Platform.
‍1.6. “Documentation”means GeneMetrics’s user manuals and guides relating to the Services provided by GeneMetrics to Client either electronically or in hard copy form.
‍1.7.  “End-Users” meansClient’s Clients who are end-users of the Services.
‍1.8.  “LaboratoryServices” means the genetic processing services offering described in ExhibitA.
‍1.9.  “Platform”means the software-as-a-service offering described in the Services Order Form.
‍1.10.  “Services” means, collectively, the Platform and the Laboratory Services.
‍1.11.  “TestingKits” means genetic testing kits that are distributed by GeneMetrics to Client for use by End-Users in connection with the Services.

 2. Access and Use.
2.1.  Provision of Access. Subject to and conditioned on Client’s payment ofFees and compliance with all other terms and conditions of this Agreement, Gene Metrics hereby grants Client a non-exclusive, non-transferable (except in compliance with Section 15.4) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein.Such use is limited to Client’s internal use. Client’s use will not exceed the parameters of the PlatformPlan, Credit Plan and Order Kit Plan set forth in the Services Order Form, including, without limitation, the total number of Authorized Users and ClientReports referenced therein[DL2] ,except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.2.2.  DocumentationLicense. Subject to the terms and conditions contained in thisAgreement, GeneMetrics hereby grants to Client a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15.4)license to use the Documentation during the Term solely for Client’s internal business purposes in connection with its use of the Services.
‍2.3.  Use Restrictions. Client shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Client shall not at anytime, directly or indirectly, and shall not permit any Authorized Users to: (i)copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services orDocumentation; (iii) reverse engineer, disassemble, decompile, decode, adapt,or otherwise attempt to derive or gain access to any software component of thePlatform, in whole or in part; (iv) remove any proprietary notices from theServices or Documentation; or (v) use the Services or Documentation in anymanner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
‍2.4.  Reservationof Rights. GeneMetrics reserves all rights not expressly granted toClient in this Agreement. Except for the limited rights and licenses expresslygranted under this Agreement, nothing in this Agreement grants, by implication,waiver, estoppel, or otherwise, to Client or any third party any intellectualproperty rights or other right, title, or interest in or to the GeneMetrics IP.
‍2.5.  Suspension. Notwithstandinganything to the contrary in this Agreement, GeneMetrics may temporarily suspendClient’s and any Authorized User’s access to any portion or all of the Servicesif: (i) GeneMetrics reasonably determines that (A) there is a threat or attackon any of the GeneMetrics IP; (B) Client’s or any Authorized User’s use of the GeneMetricsIP disrupts or poses a security risk to the GeneMetrics IP or to any otherClient or vendor of GeneMetrics; (C) Client, or any Authorized User, is usingthe GeneMetrics IP for fraudulent or illegal activities; (D) subject toapplicable law, Client has ceased to continue its business in the ordinarycourse, made an assignment for the benefit of creditors or similar dispositionof its assets, or become the subject of any bankruptcy, reorganization,liquidation, dissolution, or similar proceeding; or (E) GeneMetrics’s provisionof the Services to Client or any Authorized User is prohibited by applicablelaw; (ii) any vendor of GeneMetrics has suspended or terminated GeneMetrics’saccess to or use of any third-party services or products required to enableClient to access the Services; or (iii) in accordance with Section 6.1 (anysuch suspension described in subclause (i), (ii), or (iii), a “ServiceSuspension”). GeneMetrics shall use commercially reasonable efforts toprovide written notice of any Service Suspension to Client and to provideupdates regarding resumption of access to the Services following any ServiceSuspension. GeneMetrics shall use commercially reasonable efforts to resumeproviding access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. GeneMetrics will have noliability for any damage, liabilities, losses (including any loss of data orprofits), or any other consequences that Client or any Authorized User may incur as a result of a Service Suspension.
‍2.6.  AggregatedData. Notwithstanding anything to the contrary in thisAgreement, GeneMetrics may monitor Client’s use of the Services and collect and compile Aggregated Data. As between GeneMetrics and Client, all right, title,and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by GeneMetrics. Client acknowledges that GeneMetrics may compile Aggregated Data based on Client Data. Client agrees that GeneMetrics may (i) make Aggregated Data publicly available in compliance with applicablelaw, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law.
‍2.7.  BrandedPlatform. GeneMetrics hereby agrees to brand the Platform with Client’s name and logo as reasonably requested by Client and as further detailed in the Services Order Form. 
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‍3. Testing Kits andLaboratory Services.
3.1  GeneMetrics will sell to Client the Testing Kits specified in the Services Order Form in connection with GeneMetrics’s performance of the Laboratory Services. AnyTesting Kits will be delivered FOB at Client’s place of business as identified above or otherwise specified in writing at the placement of the order of additional kits. Client will bear all costs of shipment of Testing Kits.
‍3.2.  GeneMetrics agrees to maintain at least generally accepted laboratory practices accepted in the industry as well as any required procedures, methods or requirements under any laboratory certification programs, where applicable, in the provision of Laboratory Services and to maintain a quality management system at least to the standard generally accepted in the industry. GeneMetrics will apply quality no less than what it offers to other Clients purchasing the same or similar services. GeneMetrics will comply with all laws, rules and regulations applicable to it and its business.
‍3.3.  Samples fromTesting Kits will be retained for a period of time detailed in Exhibit A. 
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‍4.  Client Responsibilities.
4.1.  General. Client is responsible and liable for all uses of the Services and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users, and any act or omission by an AuthorizedUser that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall causeAuthorized Users to comply with such provisions. 

‍5.  Support. The rights granted hereunder entitle Client to the support services as described in the Services Order Form. 

‍6.  Fees andPayment.
6.1.  Fees. Client shall pay GeneMetrics the fees (“Fees”) as set forth in the ServicesOrder Form A without offset or deduction. Client shall make all payments hereunder in US dollars on or before the due date set forth in theServices Order Form. If Client fails to make any payment when due, without limiting GeneMetrics’s other rights and remedies: (i) GeneMetrics may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Client shall reimburse GeneMetrics for all costs incurred by GeneMetrics in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, GeneMetrics may suspendClient’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
‍6.2.  Taxes. AllFees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on GeneMetrics’s income. 

‍7.  Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as “confidential”(collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c)rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s ConfidentialInformation to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under thisAgreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such ConfidentialInformation has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 

‍8.  IntellectualProperty Ownership; Feedback.
8.1.  GeneMetricsIP. Client acknowledges that, as between Client and GeneMetrics,GeneMetrics owns all right, title, and interest, including all intellectual property rights, in and to the GeneMetrics IP.
‍8.2.  Client Data. GeneMetrics acknowledges that, as between GeneMetrics and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client Data. Client hereby grants to GeneMetrics a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for GeneMetrics to provide the Services to Client, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Client Data incorporated within the Aggregated Data.
‍8.3.  Feedback. If Client or any of its employees or contractors sends or transmits any communications or materials to GeneMetrics by mail, email, telephone, or otherwise, suggesting or recommending changes to the GeneMetrics IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), GeneMetrics is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to GeneMetrics on Client’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and GeneMetrics is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although GeneMetrics is not required to use anyFeedback. 

‍9.  Not a Substitute for Medical Advice. Client acknowledges and agrees that the Services do not provide or constitute the provision of any medical advice, healthcare advice or guidance, or diagnostic or medical services to Client or End-Users. The Service is not a substitute for professional medical advice, diagnosis or treatment. Without limiting the foregoing, the Services, and the output generated thereby, are merely supplemental tools provided for use by appropriately qualified and skilled professionals affiliated with Client or the End-User, and the making of any health care decision is subject to the independent professional judgment, investigation and responsibility of End-Users and their health care professionals.  Client shall indemnify, defend and hold GeneMetrics, and its affiliates, officers, directors, employees, agents and representatives harmless from and against and all lawsuits, claims damages, losses, costs and expenses that any of them suffers or experiences in connection with any matter relating to any action taken or not taken in rendering or not rendering medical or healthcare related services to End-Users relating to or based upon the use of the Testing Kits or the Services, or the output generated thereby. Client agrees that the Services shall not be used or marketed as a substitute for the exercise of appropriate professional skill, investigation and judgment. 

‍10.  Personal
10.1.  As used in this Section 10, the terms “Controller”, “Data Subject”, “PersonalData”, “Personal Data Breach”, “Process”, “Processor” and “Subcontractor” shall have the same meanings as in the EU General Data Protection Regulation 2016/679(“GDPR”), and their cognate terms shall be construed accordingly.
‍10.2.  GeneMetrics shall process Personal Data of End-Users solely on behalf of Client for the purpose of providing the Services and as expressly authorized under thisAgreement, and not for any other purpose or in any other manner, unless specifically instructed by Client in writing to do so, or as required by applicable law. When GeneMetrics Processes Personal Data for or on behalf ofClient, GeneMetrics agrees:
‍10.2.1.  Not to disclose or transfer Personal Data to any third Party without Client’s prior express written consent, except where such disclosure or transfer is: (A) to a subcontractor that, prior to such disclosure, has (1) agreed by written contract to be bound by obligations no less onerous than the obligations set out in this Agreement, and (2) undergone a thorough assessment for compliance with these obligations conducted by GeneMetrics and agreed to be assessed periodically by GeneMetrics; or (B) to an affiliate, in which case GeneMetrics will require the affiliate to provide at least the same level of protection for the Personal Data as is required by GeneMetrics under this Section; or (C)required by applicable law.
‍10.2.2.  To notify Client without undue delay following GeneMetrics’s receipt of requests from individuals exercising rights under the GDPR or other data protection laws applicable to Client (such as rights to rectify, erase or block Personal Data)relating to Personal Data that GeneMetrics Processes for or on behalf ofClient. By appropriate technical and organizational measures, insofar as this is possible, taking into account the nature of the Processing, GeneMetrics agrees to assist Client in fulfilling its obligations to respond to such communications and comply with applicable law.
‍10.2.3. To take appropriate technical and organizational security measures to adequately protect Client’s and its Personal Data of End-Users against misuse and loss in accordance with this Agreement and applicable law.
‍10.2.4.  To regularly train personnel responsible for processing Personal Data of End-Users about the obligations set forth in this Agreement, to provide an appropriate level of supervision and guidance to such personnel (including background checks where permitted by law), and to enforce disciplinary policies for personnel who fail to comply with those obligations;
‍10.3. Client represents and warrants to GeneMetrics that it has obtained or established, or shall have obtained or established prior to any Processing ofPersonal Data under this Agreement, all rights or lawful basis reasonably required to Process, and to authorize GeneMetrics to Process on Client’s behalf, Personal Data of End-Users as contemplated by this Agreement.
‍10.4.  GeneMetrics shall, without undue delay, inform Client in the event of any actual or reasonably suspected Personal Data Breach that may involve Personal Data of End-Users.
‍10.5.  GeneMetrics shall maintain and update at least annually a Personal Data Breach incident response plan that complies in all respects with applicable laws and industry best practices for companies Processing the types of Personal Data that GeneMetrics will Process in connection with the applicable Order.
‍10.6.  Retention and Return of Personal Data. Upon termination or expiration of this Agreement, GeneMetrics shall, consistent with Client’s directions, return, delete or destroy allPersonal Data that GeneMetrics obtains in connection with this Agreement, including all originals and copies of such Personal Data in any medium, and any materials derived from or incorporating such Personal Data, except that this requirement shall not apply to the extent GeneMetrics is required by applicable law to retain some or all of the Personal Data, or to Personal Data it has archived on back-up systems, which Personal Data GeneMetrics shall securely protect from any further processing and eventually delete in accordance with GeneMetrics’s deletion policies, except to the extent required by applicable law. 

‍11.  Limited Warranty and Warranty Disclaimer. THE GENEMETRICS IP IS PROVIDED “AS IS” AND GENEMETRICS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. GENEMETRICS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. GENEMETRICS MAKES NO WARRANTY OF ANY KIND THAT THE GENEMETRICS IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 

‍12. Indemnification.
12.1.  GeneMetricsIndemnification.
12.1.1.  GeneMetrics shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”)incurred by Client resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of theServices in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, provided that Client promptly notifies GeneMetrics in writing of the claim, cooperates with GeneMetrics, and allows GeneMetrics sole authority to control the defense and settlement of such claim.
‍12.1.2.  If such a claim is made or appears possible, Client agrees to permit GeneMetrics, at GeneMetrics’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client to continue use. If GeneMetrics determines that neither alternative is reasonably available, GeneMetrics may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Client.
‍12.1.3.  ThisSection 12.1 will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by GeneMetrics or authorized by GeneMetrics in writing; (B) modifications to the Services not made by GeneMetrics; or (C)Client Data.
‍12.2.  Client Indemnification. Client shall indemnify, hold harmless, and, at GeneMetrics’s option, defend GeneMetrics from and against any Losses resulting from any Third-Party Claim that the Client Data, or any use of the Client Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights and any Third-Party Claims based on Client’s or any Authorized User’s (i)negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by GeneMetrics or authorized by GeneMetrics in writing; or (iv) modifications to the Services not made by GeneMetrics, provided that Client may not settle any Third-PartyClaim against GeneMetrics unless GeneMetrics consents to such settlement, and further provided that GeneMetrics will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
‍12.3.  Sole Remedy. THIS SECTION 12 SETS FORTH CLIENT’S SOLE REMEDIES AND GENEMETRICS’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL GENEMETRICS’S LIABILITY UNDER THIS SECTION12 EXCEED THE LIMITATION OF LIABILITY AS SET FORTH IN SECTION 13 BELOW. 

‍13.  Limitations ofLiability. IN NO EVENT WILL GENEMETRICS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER GENEMETRICS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL GENEMETRICS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO GENEMETRICS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

‍14.  Term andTermination.
14.1.  Term. TheTerm of this Agreement is as set forth in the Services Order Form.
‍14.2.  Termination. 
‍14.2.2.  EitherParty may terminate this Agreement, effective on written notice to the otherParty, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30)days after the non-breaching Party provides the breaching Party with written notice of such breach;
‍14.2.3.  EitherParty may terminate this Agreement without cause upon thirty (30) days prior written notice to the other Party (subject to the Early Termination Fee referenced in Section 14.3 below); or
‍14.2.4. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
‍14.3  Effect of Expiration or Termination.
14.3.1. Except as permitted in Section 14.3.2 below, upon expiration or earlier termination of this Agreement, Client shall immediately discontinue use of the GeneMetricsIP and, without limiting Client’s obligations under Section 7, Client shall delete, destroy, or return all copies of the GeneMetrics IP and certify in writing to the GeneMetrics that the GeneMetrics IP has been deleted or destroyed.
‍14.3.2. Provided this Agreement is not terminated by GeneMetrics for cause, upon expiration or earlier termination of this Agreement, GeneMetrics will provideClient with access to the Platform for fifteen (15) calendar days (the “SunsetPeriod”) following the date of termination or expiration, solely for Client to export its Client Data. Client shall not submit any new Testing Kits, generate any new Client Reports, or otherwise use the Platform in any other way during the Sunset Period.
‍14.3.3.  No expiration or termination will affect Client’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Client to any refund.
‍14.3.4.  IfClient terminates this Agreement without cause pursuant to Section 14.2.3,Client shall pay the Early Termination Fee to GeneMetrics upon termination. The“Early Termination Fee” means all Fees that would have been payable to GeneMetrics for the remainder of the then-current Term.
‍14.4.  Survival. ThisSection 14.4 and Sections 1, 5-13, 14.3 and 15 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement. 

‍15.  Miscellaneous.
15.1.  Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Services Order Forms andExhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
‍15.2.  Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in. accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid),facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid).Except as otherwise provided in this Agreement, a Notice is effective only: (i)upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
‍15.3.  Force Majeure. In no event shall GeneMetrics be liable to Client, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond GeneMetrics’s reasonable control, including but not limited to acts ofGod, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
‍15.4.  Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver byany Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
‍15.5.  Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify thisAgreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
‍15.6.  GoverningLaw; Submission to Jurisdiction. ThisAgreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Austin and County of Travis, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
‍15.7.  Assignment. Client may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of GeneMetrics. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
‍15.8.  Export Regulation. Client shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Client Data outside the US.
‍15.9.  Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the case of Client, Section 2.3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that maybe available at law, in equity, or otherwise. 

‍Exhibit A
Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement. 
1. Laboratory Services
‍GeneMetrics will provide a genetic processing service for Client to include the following:Receipt of Client’s saliva samples from Testing Kits, extracting DNA samples, genetic analysis using GeneMetrics’s custom array, accessioning, data processing, and data storage. Client will use a custom array developed for GeneMetrics by Illumina.
‍Accordingly, GeneMetrics will provide Client with the following detailed services as part of the Laboratory Services:
1.  Accessioning
‍a.Client or End-User will send saliva samples to GeneMetrics. These samples will have been de-identified and assigned a unique contact barcode prior to shipment.
b.Samples received by GeneMetrics will be inspected and accessioned within one business day of receiving.
‍2.  Genetic Extraction & Analysis
‍a. DNA will be extracted from the saliva samples and quantified for double stranded DNA (dsDNA) and normalized to the array manufacturer’s (Illumina) recommended concentration before proceeding to the analysis.
b.DNA will then be analyzed using GeneMetrics’s custom array. 
c. Samples are processed and analyzed following both Illumina’s recommended protocols/procedures and in accordance with GeneMetrics’s optimized workflows and SOP’s.
d. GeneMetrics provides a control for each batch of samples as a quality assurance measure.
e. If the run fails for a sample or samples for any reason (“Failed Analysis”), GeneMetrics will deliver a notification of Failed Analysis via Email/API. GeneMetrics will automatically rerun the Failed Analysis sample(s) per Client’s request with the next processed batch. Failed Analysis will be investigated on a case by case basis. If the cause of failure cannot be determined to be attributed to GeneMetrics or Illumina’s actions, Client will bear the cost of the repeat Methylation/Sequencing.
i. Failed Analysis costs covered by GeneMetrics are defined as human error and equipment malfunctions not covered by Illumina’s service agreements.
ii. Failed Analysis costs covered by Illumina are defined as defects in reagents and arrays, equipment malfunction under service agreements maintained by Illumina.
iii. Failed Analysis costs covered by GeneMetrics are defined as samples that passDNA Quality Control, that move into the analysis workflow, that fail Analysis metrics alongside an otherwise successful batch which cannot be contributed to GeneMetrics’s processing, Illumina’s reagents and arrays, or equipment malfunctions.
‍3.  Data Generation and Delivery
‍a. Client will receive the data via the GeneMetrics Platform for the purpose of report generation.
i. GeneMetricsdoesnot guarantee that data from all desired markers will be reported for allsamples. Performance of markers on arrays depend on the markers of interest andthat is not GeneMetrics’s responsibility. If the sample passes Illumina QCstandards, it is considered passed.
‍4.  Sample and Data Storage
‍a. The saliva collection device in the Testing Kits will be discarded after successful DNA extraction. Only the DNA sample itself will be stored.
b. The DNA sample and any residual sample will be stored until final data files are accepted/approved by Client or samples have been stored for 6 months (whichever happens last), at which point the sample collection device and any residual saliva sample will be discarded at the Lab. Client has up to 60 days from receipt of data to accept/reject, otherwise the sample will be automatically considered accepted.
c. DNA Storage
i. DNA samples will be stored 6 months after final genetic data files are accepted/approved by Client, at which point the DNA will be discarded. 
‍2. Turnaround Time
‍GeneMetrics shall process samples completely (from receipt of sample through the upload of final data files) within a period of 14 business days. Time is of the essence. 
‍3. Client Responsibilities
‍Client will be responsible for maintaining certain business practices, systems, applications, and providing GeneMetrics the following information:
‍1.  Sample Forecast
2.  Point of Contact
‍a. Client and GeneMetrics will each provide a designated point of contact as a liaison for all GeneMetrics-associated work before the start of work.
‍3.  Date Delivery System Maintenance
‍a. GeneMetrics will not be responsible for delays in reporting or data delivery due to malfunctions or errors of systems and applications maintained by Client.
b. Client will inform GeneMetrics via email or phone, of any and all issues occurring to systems and applications maintained by Client that may affect the exchange of information, reporting, or data delivery between Client and GeneMetrics.