TERMS OF USE

PLEASE READ CAREFULLY: By clicking “Accept”, You hereby agree to be bound by this Tute Service Agreement ("Agreement") which shall serve as the sole and controlling document between you and Tute Genomic, Inc. (“Company”). This Agreement between you and the Company shall commence immediately on the date when you click “Accept”. By signifying your consent to the terms of this agreement through your act of clicking “Accept”, you hereby represent and guarantee that you are fully, and legally capacitated and authorized to enter into this Agreement, either as a principal, or on behalf of the Entity whom you represent, who shall likewise be equally bound by your representation in this agreement. If you disagree in any way with any of the terms posited in this agreement and henceforth, the Company hereby advises you not to sign or click “Accept”, and not to use this software altogether. However, by clicking “Accept” and using our software, you hereby signify your intention to be bound by these Terms and Conditions.

This Agreement shall be the sole controlling document which shall govern your relationship with the Company, and your use of the Company’s online Tute Genomics Interpretation Platform (“Tute”) which is made available by the company through its website www.tutegenomics.com, and including app.tutegenomics.com, and/or, if applicable, through related sites or mobile applications (collectively, the “Site”). The Agreement will set forth your obligations as a user, and the particular rules and terms which you should follow, including your particular rights regarding your user data. At its sole discretion, the Company may modify and amend your access to Tute for any reason. You hereby hold the Company free from any liability for its exercise of this discretion. At anytime, the Company may also modify and amend this document. However, the Company may notify you of such amendments through the medium which it deems fit.

1. Tute

A. Access and Use: Access and Use: Subject to your compliance with these Terms and Conditions, You are hereby given access by the Company to use Tute, during your particular Service Term, solely for the purpose of analyzing your User Data (as defined below). You hereby agree that only the specific individual signing up for a Tute account in accordance with this Agreement (the “Authorized User) can use Tute hereunder. You hereby agree that you can only use Tute on your behalf, or on behalf of the entity you disclosed as you are representing to the Company.

B. Usage Restrictions and Limitations: Usage Restrictions and Limitations: Your right to access and use Tute is nonexclusive, nontransferable, non-sublicenseable, and fully revocable by the Company, in its sole discretion. You shall have no right to, and shall not, reverse engineer, decompile, copy, modify, spider, crawl, or create derivative works of or based on, sell, resell, display, distribute, disseminate, rent or lease Tute or the Site or any part thereof.

Notwithstanding the foregoing, You may copy, print and use reports generated by Tute analyzing User Data in accordance with the standard functionality of Tute. You shall not: (i) enter, store or transmit any infringing, libelous or otherwise unlawful or tortious information or material or transmit information or material in violation of third party privacy or other rights, in all such cases within, through, to or using Tute or the Site, (ii) enter, store or transmit viruses, worms or other malicious code within, through, or to Tute or the Site, (iii) remove, alter or conceal any copyright or trademark or other proprietary rights notices incorporated in or accompanying the Site or Tute, (iv) interfere with or disrupt the integrity or performance of Tute or the Site, or (v) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Tute or collect information for any unauthorized purpose.

Access to and use of Tute is subject to the applicable terms and conditions of any agreement between Company and any third party regarding software or data from such third party that is contained within Tute. You shall immediately notify Company of any violation or attempt to violate any of the restrictions or limitations on use or access to Tute specified in this Agreement upon first becoming aware of such violation or attempted violation. Failure to comply with any of these shall merit an automatic termination of your user rights.

C. Attribution: You are hereby permitted to reference the Intellectual Property Rights of the Company which may include, but are not limited to its Trademark, Trade name, text content, graphics, images, and any content whatsoever on its website, provided however that you include an appropriate, readily discernible reference to Tute Genomics and Tute within any articles, presentations, posters, web postings or other publications resulting from your use of Tute.

D. Reservation of Rights: Subject to the rights expressly granted hereunder, Company and its licensors retain all right, title and interest in and to Tute and the Site (including all information, content, software and other materials therein, excluding User Data) and in and to all of Company’s other intellectual property rights. You agree that no intellectual property or other rights or licenses are granted to you or otherwise provided by Company under this Agreement, by implication, estoppel or otherwise, beyond those expressly provided for herein. You shall not make copies of the Company’s software, or sell, transfer, or distribute the same. You expressly agree that your use is absolutely limited to the restricted right and access given to you by the Company to use Tute.

E. User Accounts: By signing up, registering, or subscribing with the Company for the use of Tute, you hereby warrant and guarantee to supply true, accurate, and complete information. Moreover, you shall have the duty to update such information whenever relevant. You shall hold the Company harmless from any liability, for any of its use of the User Data which you provide. Apart from this, you agree that you shall be responsible for the maintenance and confidentiality of your account information, the security of your usage and the particular terminals which you use. You shall notify the Company if you suspect that your account or confidential information has been compromised.

2. FEES AND PAYMENT TERMS

A. Service and Usage Fees: Many of the features within Tute are free to use. Other features have free credits associated with them. There are some features within Tute for which fees are imposed. When YOU select the features within Tute that you would like to use you will be shown the features you selected, collectively, your order (Order). If you select features within Tute for which fees are imposed, or if fees are indicated on your Order, You agree to pay the fees specified within or in connection with Tute and any fees specified in your Order up front, and periodic subscription fees, and other designated fees (collectively, “Fees”) on the date specified in the order. All Fee payment obligations are non-cancelable and all Fees paid are non-refundable and non-creditable. Company may change any or all of its Fees hereunder (or impose new Fees) upon posting such changed or new Fees within or in connection with Tute (except to the extent the terms of an Order expressly state that Fee rates are locked in for some period of time). Such Fees shall automatically go into effect upon their posting (and become the Fees payable hereunder). Your continued use of Tute after the posting of changed or new fees constitutes your acceptance of such change.

B. Payment Terms: You shall pay all Fees, and all Fees are due, upon selection or usage of the applicable feature or functionality with respect to Fees that are usage fees, or on the periodic basis specified at the time of your Order or subscription, with respect to Fees that are periodic subscription fees. You shall pay all other Fees at the times specified in the Order or, if not so specified, within thirty (30) days of Company’s invoice with respect to any other Fees. All Fees are payable in United State dollars by credit card (or, if applicable, other charge account) which You provide upon sign-up or registration for Tute, unless the terms of the Order state otherwise. Any Fees that are not received from You by the due date therefore will accrue interest at the rate of 2.0% of the outstanding balance per month from the date such payment is due until the date paid. If you are delinquent in any fees, the Company shall have the sole and absolute discretion to stop your access to Tute.

C. Credit Card Use and Authorization: If You provide your credit card information in connection with an Order for Tute, You agree that any card or account number and any related billing and payment information that you provide may be shared by Company with other companies, such as payment processors and/or credit agencies, solely for the purpose of checking credit, effecting payment to Company and servicing your account. Company may seek pre-authorization of your credit card or other charge account prior to a Tute-related purchase to verify the credit card or charge account is valid and/or has the necessary funds or credit to cover your purchase. By providing your credit card information with an Order for Tute, You authorize Company to automatically charge such card or account (and authorize the card issuer or account holder to pay) for Fees owed hereunder, including any usage Fees, monthly subscription Fees or other periodic or usage Fees charged from time to time during the Service Term.

3. USER DATA

A. User Data: All data provided to Tute (and/or the Site) by You, including without limitation genomic sequences, exomes, variant files, specific DNA sequences, sample information, annotations, gene sets and variant sets (collectively, “User Data”), shall be subject to this Agreement. You hereby confirm, represent and warrant that You have the full right and authority to provide your User Data to Tute (and the Site), to analyze, store and otherwise use such User Data in Tute, and to grant Company the rights in such User Data set forth herein, without violating the intellectual property, privacy or other rights of any individuals or entities and without violating any applicable laws, rules or regulations. Under no circumstances will Company be liable in any way for any User Data, including any errors or omissions in any User Data, any modification, loss or deletion of any User Data or any loss or damage of any kind incurred as a result of the use of Tute.

B. Protection and Privacy of Your User Data: Your User Data is yours and Company desires to prevent such User Data from being used by or disclosed to others. You understand that through your use of Tute, You consent to the collection, storage and use of this information as described in this Agreement and in accordance with such Privacy Policy. We do not purposefully collect, and you shall not upload, submit, post or otherwise provide, any personal health information (or other personally identifying information for the individuals from which the User Data is derived), including “individually identifiable information” as that term is defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and “personal data” as that is defined in the EU Privacy Directive, and Company disclaims all responsibility or liability with respect to any such information.

You hereby irrevocably agree to hold the Company harmless from any form of liability if the data which you provide Tute becomes compromised.

C. License to User Data: Subject to the restrictions described in the Privacy Policy above, by uploading, submitting, posting or otherwise providing User Data through Tute or the Site, You agree that Company may use such User Data to operate, maintain and administer Tute, to develop, modify, use and improve Tute and/or other genomic software analysis products or tools, and to publish aggregated data, statistics and trend information regarding genomic analysis and enhance annotations and database information within Tute and other genomic analysis products or tools of Company. Additionally, by using Tute, You agree that we may use your name and logo to identify You as a customer or user of Tute and in Company marketing, corporate and promotional materials. You also agree that we may use your personal data as a way to cross match our promotional materials as we feel may be of particular interest to you, depending on your personal profile.

4. PRIVACY POLICY AND TERMS OF USE

A. Terms of Use: All use of and access to Tute and the Site by You are subject to the terms and conditions identified as the “Terms of Use” posted on the Site as well as the “Privacy Policy” posted on the Site, as each may be amended from time to time in accordance with their respective terms and at the Company’s sole discretion. You agree to comply with the Terms of Use and Privacy Policy.

B. Privacy: As used herein, "Confidential Information" means all non-public information disclosed to You by Company or made available by Company through Tute or the Site, whether orally, in writing or otherwise. Confidential Information shall include Tute (including details on how it functions and is structured and organized, details of the content and materials contained therein, and its systems, procedures, and processes) as well as technical information, product plans and designs.

(i) Restrictions. You shall use at least the same degree of care that You use to protect the confidentiality of your own confidential information of like kind, to preserve the confidentiality of the Confidential Information. You agree (a) not to use any Confidential Information for any purpose other than to use Tute and the Site in accordance with this Agreement and perform your obligations under this Agreement, and (ii) not to disclose any Confidential Information except to those employees and contractors of your Employing Entity who need access to such information for purposes consistent with this Agreement and who are bound by obligations of confidentiality with respect to such Confidential Information which are no less protective than the confidentiality provisions herein. Your duty not to disclose the confidential information of the Company shall continue even after the termination of your subscription or this agreement.

5. TERM, TERMINATION AND MODIFICATION OF TUTE AND AGREEMENT.

A. Service Term: The term of your Tute service (the “Service Term”) shall commence on the date You complete your Order (including acceptance of this Agreement through selection or clicking) and shall terminate upon the designated termination date in the Order (if any), or, if earlier, upon the effective date of termination of such Tute service as specified below. This Agreement shall commence and become effective as of the date You select or click on the applicable button to indicate your acceptance of this Agreement. However, the Company will not be required to render any access to you for Tute unless you have paid the fees required for such access.

B. Termination By User: You may terminate your Tute service at any time for any reason (or no reason) upon thirty (30) days prior written notice to Company, which termination shall become effective upon the end of such thirty-day notice period, unless You have a paid subscription, in which case such termination shall occur at the end of any then-current periodic subscription period as specified in the Order or, if not so specified, the end of the next full periodic subscription period (and You shall remain obligated to pay any Fees, including periodic subscription fees, that become due during such thirty-day, or longer, period). However, the Company may give you an earlier termination date should you desire it. After receipt of your termination notice, Company will terminate your Tute account upon the effective date of termination. Termination of your Tute service shall not relieve You of any obligation that has accrued or existed prior to termination or any obligation to pay any accrued Fees.

C. Termination By Company: Company may terminate your Tute service at any time for any reason (or no reason) upon thirty (30) days prior written notice to You, which termination shall become effective upon the end of such thirty-day notice period, unless You have a paid periodic subscription to Tute, in which case such termination shall become effective upon the latter to occur of (i) the end of such thirty-day notice period, or (ii) the end of any then-current periodic subscription period as specified in the Order or, if not so specified, the end of the next full monthly subscription period (and You shall remain obligated to pay any Fees, including periodic subscription fees, that become due during such thirty (30) day, or longer, period). Furthermore, and without limiting any other remedies, Company may terminate your Tute service immediately in the event that You breach this Agreement (including upon any failure to pay Fees when due, unless You have cured such breach and the Company deems that you may be given another access. Company reserves the right to immediately suspend your access to and use of Tute in the event of any breach of this Agreement which threatens immediate harm to Tute. Termination of your service shall not relieve You of any obligation that has accrued or existed prior to termination, nor of any obligation to pay any accrued Fees.

D. Effect of Termination: Upon any termination of your Tute service by You or Company, You understand and acknowledge that Company will have no further obligation to provide Tute or access thereto nor any obligation to refund, return or credit any amounts paid or payable to Company. Upon termination, all licenses and other rights granted to You by this Agreement will immediately cease and You shall cease using and cease accessing Tute. Company is not liable to You or any third party for termination of Tute or termination of your use of Tute or the Site. However, your obligation to pay remaining obligations to the Company, as well as your perpetual obligation not to reveal the confidential information of the Company shall continue even after this agreement.

(i) User Data. You are encouraged to retain copies of all your User Data; however, for a period of sixty (60) days after the effective date of termination, Company will make the User Data contained in Tute as of such termination date available to You upon written request prior to the end of such sixty day period. Furthermore, except as may be required by applicable law, Company will have no obligation to (but may in its sole discretion) store or maintain any User Data or other information stored in Tute or any other database related to your account or to forward any information to You or any third party.

E. Modification of Tute or Agreement By Company: Company reserves the right, in its sole discretion, at any time to modify, augment or limit Tute (or the Site) without advance notice. All modifications and additions to Tute (and/or the Site) shall be governed by this Agreement, unless otherwise expressly stated by Company in writing. Company may also modify or amend this Agreement in its sole discretion at any time by posting the modifications or the amended Agreement on the Site and providing you with notice thereof in the medium which it chooses. All modified terms and conditions and amended Agreements will be effective immediately, which may include an increase in subscription fees.

6. DISCLAIMER OF WARRANTIES AND USE

A. Research Use Only: Tute is designed for Research Use Only in accordance with applicable rules and regulations of the United States Food and Drug Administration and other applicable laws, and is not approved for patient care or diagnostic, clinical or therapeutic use. No analyses, reports or other information obtained or provided through Tute or the Site are intended to be (nor should be relied upon as) medical advice or instructions for medical diagnosis or treatment.

B. Disclaimer: Tute and/or its affiliates make no representations or warranties of any kind, express or implied, as to the information, findings, applications or products offered by Tute. By engaging in business with Tute, or use of Tute’s website, services, software, applications, products or data you expressly agree that the use of any information within is your sole risk. To the full extent of the law, Tute disclaims all warranties, express or implied, including but not limited to; the personal use of Tute data for entertainment, personal decisions of healthcare, or any use pertaining to the health of the user. Findings provided by Tute are not deemed medical advice. Tute will not be held responsible for the delivery of medical advice. Any findings occurring from use of Tute website, services, software, applications, products or data require consult with a medical doctor in order to be validated. Tute will not be held liable for any damages, of any kind, arising from use of Tute website, services, software, applications, products or data, including but not limited to direct, indirect, incidental, punitive and consequential damages. Tute does not warrant that Tute’s web site, services, software, applications, products or data are free of viruses or other harmful components. Tute will not be liable for any damages arising from use of Tute’s web site, software, applications, products or data.

7. INDEMNIFICATION

You agree to defend, indemnify, and hold Company, its officers, directors, employees and agents, harmless from and against any and all claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with (i) your access to or use of the Tute Site, Tute Content and User Data; (ii) your violation of the Agreement; (iii) your violation of any applicable laws, rules or regulations in connection with your use of Tute or any Tute Content or User Data; (iv) any User Data submitted, posted, uploaded or provided by You; or (v) your violation of any third party right, including without limitation any intellectual property, publicity, confidentiality, property or privacy right in connection with your use of Tute or any Tute Content or User Data.

8. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF Tute SITE, Tute CONTENT, AND USER DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL COMPANY'S (OR ITS AFFILIATES’, OFFICERS’, DIRECTORS’, EMPLOYEES’, AGENTS’ AND LICENSORS’) CUMULATIVE LIABILITY TO YOU EXCEED TEN THOUSAND DOLLARS (US $10,000) IN DIRECT DAMAGES, EXCEPT TO THE EXTENT SUCH LIMITATION IS NOT PERMITTED BY APPLICABLE LAW.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to You to the extent applicable law so requires.

9. VIOLATIONS AND COMMENTS

Please report any violations of the Agreement or provide any comments or questions, including any technical questions regarding Tute, by emailing us at [email protected]. You agree, however, that by submitting ideas regarding Tute or Site to Company or any of its employees or representatives, You automatically grant Company a license to any of your intellectual property rights in these ideas; ideas regarding Tute or the Site submitted to Company or any of its employees or representatives automatically become licensed to Company. You hereby grant to Company a royalty-free, worldwide, irrevocable, perpetual, sublicenseable license to use and incorporate into Tute and the Site any suggestions, enhancement requests, comments, recommendations or other feedback provided by You relating to Tute or the Site or the operation or functionality thereof.