One Codex

1. Agreement.

These One Codex User Terms of Use (the “Agreement”) exclusively govern your use of and access to the One Codex, Inc. (“One Codex”) services (the “Services”) listed on our website www.onecodex.com (the “Website”). By accessing or using the Service, you agree to the terms of this Agreement for yourself and on behalf of your organization (if your use of the Services is on behalf of an organization). If agreeing to these terms on behalf of an organization, you agree that you have the authority to enter into this Agreement on its behalf (in this context, ”you” and ”your” refers to that organization). One Codex and/or its affiliates provide the Services and may add to, modify, and/or reduce the scope of features offered by the Service at any time. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service (for your personal, noncommercial use only, unless you are otherwise agreed in writing by One Codex), and as permitted by the features of the Service. If you are accessing the Service via the ATCC Genome Portal (available at genomes.atcc.org), by using the Service, you further agree to abide by the terms of the ATCC Data Use Agreement available at https://www.atcc.org/Documents/Product_Use_Policy/Data_Use_Agreement.aspx.

2. Our Services.

1. “One Codex Platform”. The One Codex Platform is our proprietary bioinformatics platform that provides highly reliable cloud-based bioinformatic analysis as a service allowing you to manage sequencing data, collaborate with colleagues and collaborators and get fast results.

2. “Microbiome Sequencing Service”. Our Microbiome Sequencing Service is performed using shotgun sequencing, including DNA extraction, library preparation, sequencing, the results of which are available to you on the One Codex Platform for bioinformatic analysis. Orders for the Microbiome Sequencing Service may be placed online through the Website or by contacting One Codex directly. To view the results of the Microbiome Sequencing Service, you will be required to register an account on the One Codex Platform and agree to the terms and conditions of this Agreement.

3. Microbiome Sequencing Service.

1. If you purchase, you must provide us with samples that contain a sufficient amount of DNA to perform sequencing analysis (”Samples”) and properly package the Samples in the test kits that we provide (collectively, “Kits”). In many cases, we are unable to return Samples that you send to us. If we agree in writing to return Samples, we will make commercially reasonable efforts to return Samples as requested (additional fees may apply), but do not guarantee their return. It is not a violation of these Terms if we are unable to return a Sample despite our efforts. If we are unable to process any Sample due to the amount, quality or contamination, you will be responsible for providing replacement Samples at your cost. Re-performing any part of the Microbiome Sequencing Service for failed Samples will result in additional fees. If we determine that any Sample(s) do not meet the specifications required, we, in our sole discretion, will promptly notify you. At no time will One Codex be responsible for returning any Samples that you provide. Following completion of the sequencing analysis and delivery of the results, we will store remaining Samples for at least 30 days before destroying them, unless required by applicable law or regulation to maintain the samples for longer. Risk of loss or damage to the Samples shall remain with you at all times. In the event of any loss of, or damage to, the Sample, or if additional material is required to enable us to repeat all or any part of the Microbiome Sequencing Service, then we will carry out the work necessary to re-perform the Services.

2. You acknowledge and agree that subject to compliance with this Agreement, we may provide your Sample and microbiome DNA to third party companies, such as laboratories, who help us provide the Microbiome Sequencing Services (“Labs”).

3. Reps/Warranties/Restrictions. By submitting a sample for Microbiome Sequencing Services, you represent and warrant to us that you have legal authority to provide the samples to us for sequencing. You further agree that we and the Labs may store your Samples and destroy any remaining materials after the Sample has been processed. You agree not send any Samples that you have reason to believe came from a person with an active infectious disease. If you are outside the U.S, you will not send us a Sample if sending us a sample would violate any export ban or other restriction in the country in which you reside or from which you are sending the sample. You will not use the Microbiome Sequencing Services outside of the country to which your Kit was shipped; and You will not use the information obtained from the Microbiome Sequencing Services (including any downloaded raw DNA data) in whole, in part and/or in combination with any other database, for any medical or diagnostic testing purpose or for any discriminatory purpose or illegal activity.

4. You acknowledge that the Microbiome Sequencing Services are provided for research use only. Much of the information known about the microbiome and available to you through the Microbiome Sequencing Services has not been clinically validated. The Microbiome Sequencing Services are not designed to diagnose, treat, or prevent a disease or medical condition, and the results are not intended to be medical advice. The Microbiome Sequencing Services have not been cleared by any country’s medical regulatory agency, including the United States Food and Drug Administration, for diagnostic use or any other purpose.

4. Data.

”Data” includes all information, files, or data uploaded to, provided to, stored on, created within, created as a result of use of the Service, including without limitation, any genomic information generated by sequencing instruments and further analysis or processing conducted on such information.

5. Use of Data.

You agree that One Codex may use the Data in connection with the Service and related products and services, and you hereby grant to One Codex a perpetual, irrevocable, world-wide, non-exclusive, sublicensable, transferrable, fully-paid license to use the Data as provided in this Section 3. One Codex may use, develop, copy, and create derivative works from your Data in providing the Services to its other customers and to improve the Service and develop new services. One Codex may also provide access to your Data to customers, provided that if One Codex shall provide access to your Data, One Codex shall anonymize your Data and include your Data with the data of other customers such that the origin of such Data is not, to the knowledge of One Codex, ascertainable. One Codex’s use of your Data that is Personally Identifiable Information, if any, is further defined and clarified in the One Codex Privacy Policy.

6. Sharing.

The Service may allow you to share your Data with other users of the Service (the recipient is the ”Sharee”). You are solely responsible for the decision to share Data. You acknowledge and agree that once you have shared Data it is no longer under your control and the Sharee of that Data is free to use that shared Data. For example, the Sharee of that Data may be able to download that Data to their own computer and further disseminate that Data to others, including One Codex, even if your Data is removed from your account or you disable sharing of that Data. You agree that when you share Data you have the requisite authority to do so. You acknowledge and agree that One Codex has no liability arising out of your sharing of Data. One Codex has no obligation to and will not assist you in resolving disputes arising from your sharing of Data.

7. Removal of Data.

If you remove Data please remember that if you have shared your Data Sharee may have downloaded or copied that Data. Practically, it may be impossible to limit a Sharee’s use of Data once it is shared. One Codex does not provide any recovery service for Data so once it is removed it may not be recoverable. Although Data may be removed and your access to it ended, the nature of the Service (distributed computing and storage) means that some or all of the Data may persist even after attempting to remove it permanently. It may not be possible to permanently remove Data. Data will also be retained by One Codex as provided in the Section 3 and the One Codex Privacy Policy or by any applications (described below) that you have made Data available to.

8. Usage Limitations.

The quantity and duration of the Service (such as storage and computation) made available to you is limited based on your subscription level. Any such limitations as well as the level of your subscription are specified within the One Codex website or the instructions for the Service, or will otherwise be provided to you. You may freely use results, analyses, screenshots, and other derivative products of the Service solely for non-commercial purposes, provided that you must provide citation and proper attribution to One Codex. Please contact One Codex with any questions on proper attribution or to discuss use of the platform in commercial products or offerings. You may not use the Service or any results, analyses, screenshots, or other derivative products of the Service for any commercial purpose unless otherwise agreed in writing in advance by One Codex. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking except with our prior written consent.

9. Warranty.

One Codex warrants that the Service will perform substantially in conformance with its specifications as found on the One Codex website or the instructions for the Service. One Codex does not warrant that you will obtain any particular results through use of the Service or that the Service is suitable for your particular needs. In the event you make a claim under this warranty, and One Codex confirms that the affected Service did not perform as warranted, One Codex will re-perform the affected Service at no additional charge. This will be your sole remedy under this warranty.

10. De-Identified Information.

When uploading, transmitting, or modifying Data that contains information of a person, including without limitation, Data consisting of genomic information (whether whole genome sequences or portions), you agree not to provide any personally identifying information as defined by applicable law (e.g., the Health Insurance Portability and Accountability Act of 1996). For example, you will not provide the name, date of birth, address, social security, government issued identification number, or any other information that would directly or indirectly identify the individual from whom any genomic information was derived.

11. Authority to Use Data on the Service.

You agree that you are authorized to use the Data available on the Service. This means that you have determined that use and transmission of Data on the Service complies with all applicable laws including any data privacy laws and that you have obtained all necessary permissions (including all consents from human subjects) to use and transmit the Data to us for purpose of using and accessing the Services. You agree to comply with all applicable law and regulations in performing your obligations under this Agreement. You, and not One Codex, are responsible for monitoring the content of and type of Data you use or provide. One Codex has no responsibility to monitor or screen the Data for compliance with any law or regulation or for any other purpose.

12. Account Security.

Security of your Data begins with you. You agree not to allow anyone else, unless permitted by this Agreement, to use your username or password and that you are only permitted to use a username in connection with Data that you have a right to access. You agree to contact One Codex promptly if you suspect that your username/password has been compromised in any way.

13. Data Processing.

You understand and acknowledge that the Data may be transmitted and processed outside of your state or country. As of this date, One Codex uses Amazon’s Elastic Compute Cloud to provide the Service. For more information about Amazon’s service and their policies please visit aws.amazon.com/ec2/. One Codex may use other third parties in connection with the Service.

14. One Codex Security.

While One Codex uses industry standard security, no system can perfectly guard against risks of intentional or inadvertent disclosure of information. When using this Service, information will be transmitted over a medium that is beyond the control of One Codex. You expressly assume the sole risk of any unauthorized disclosure or intentional intrusion, or of any delay, failure, loss, interruption, or corruption of Data or other information transmitted in connection with the use of this Service.

15. Privacy of Information.

Please see the One Codex Privacy Policy that applies to the Services and the One Codex website.

16. Termination.

You may terminate your use of the Service at any time by cancelling your account. One Codex may terminate your use of the Service immediately if you breach any term of this Agreement, if you take any action that imposes, or may impose, in the sole discretion of One Codex, an unreasonable or disproportionately large load on our infrastructure, or if your account is used for any malicious or harmful purpose (e.g., denial of service attack). One Codex may also terminate your use of the Service in the event you fail to pay any amounts due in connection with the Service or any other purchase of products or services from One Codex. One Codex may suspend or terminate the Service or this Agreement in its sole discretion unless otherwise provided in a written agreement signed by One Codex. If your account is canceled your access to Data and any other information associated with that username may be terminated. Please make sure you have downloaded any Data you wish to keep.

17. Ownership of Service and Feedback.

One Codex owns all right, title, and interest in the One Codex Website and the One Codex Platform. You are not granted any rights or license to One Codex’s intellectual property under this Agreement other than the right to use the Services in compliance with One Codex’s written instructions for use of the Services and in compliance with the terms of this Agreement. You will not and will not allow anyone else to reverse engineer, decompile, disassemble, translate, modify, adapt, or enhance the One Codex website or the Service, or create any derivative works of the One Codex website or the Service, or extract ideas, algorithms, procedures, workflows, or system architecture from the Service for any purpose. In the event you provide any feedback, suggestions, or recommendations of any kind, One Codex may use them for any purpose without any restriction and you will not receive any compensation from One Codex.

18. Third Party Links and Content.

One Codex is not responsible for the content of any third party links, websites, or resources referenced during your use of the Service or the One Codex website. Please review the terms of use and privacy policies of those third parties to ensure you are comfortable.

19. About Software in the Service.

You may have access to, use, and/or download software or code when using the Service (e.g., automatic downloads, code used in your browser, etc.) (”Software”). One Codex gives you a personal, non-transferable, non-assignable, non-exclusive license to use the Software in connection with your use of the Services in the manner permitted by this Agreement. You will not and will not allow anyone else to reverse engineer, decompile, disassemble, translate, modify, adapt, or enhance the Software or create any derivative works of the Software, or extract ideas, algorithms, procedures, workflows, or system architecture from the Software.

20. Some Software may be provided by a third party and that third party may require you to agree to additional terms of use or license terms applicable to their software.

21. Some Software may be offered under an open source license.

There may be provisions in such open source license that expressly override some of the terms of this Agreement. If that is the case, only those terms of this Agreement that are in conflict with the open source license will be overridden.

22. General Terms.

1. You agree that the Services are intended by One Codex to be used for conduct of research only. The Service is not designed to be used for patient care purposes and you are not to use the Service for patient care purposes.

2. The Services are not intended for use by consumers (i.e., personal household use) or persons under 18 years of age or the applicable age of majority if older.

3. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT, ONE CODEX MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE, OR TRADE.

4. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ONE CODEX OR ITS AFFILIATES BE LIABLE FOR PERSONAL INJURY, DAMAGES TO PROPERTY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO AND USE OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT. ONE CODEX AND ITS AFFILIATES’ TOTAL AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO YOUR ACCESS TO AND USE OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, SHALL IN NO EVENT EXCEED THE AMOUNT One Codex RECEIVES FROM YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CAUSE OF ACTION AROSE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ONE CODEX, ITS AFFILAITES, OR ANY OF THEIR AGENTS OR CONTRACTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

5. U. S. GOVERNMENT END USERS. The Service and any related software is a ”commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of ”commercial computer software” and ”commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202 (as applicable). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all United States Government end users acquire the right to use the Service and any related software with only those rights set forth herein.

6. This Agreement may not be assigned by you without One Codex’s prior written consent. These terms shall be construed in accordance with the laws of the State of California, U.S.A., without regard to provisions on conflicts of laws. You hereby consent to the exclusive jurisdiction of, and venue in, the state and federal courts within San Francisco County, California, U.S.A. to resolve any dispute arising out of or in connection with this Agreement, including without limitation, use of or access to the One Codex website or the Service. One Codex may freely transfer this Agreement.

7. One Codex reserves the right to change these terms at any time. One Codex will make the latest version of these terms available on the One Codex website. Your continued use of the Service represents your agreement to any updated terms.

8. One Codex shall not be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, fire, flood, tornado, earthquake, hurricane, lightning, government actions, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labor shortages or disputes, failure or delay in delivery by One Codex’s suppliers or subcontractors, transportation difficulties, shortage of energy, raw materials or equipment.

9. If any provision of this Agreement is held invalid or unenforceable, such provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

10. These terms, including the terms incorporated into these terms by reference, represent the entire agreement between you and One Codex regarding the subject matter hereof and supersede all prior discussions, communications, agreements, and understandings of any kind and nature between the parties. These terms may only be amended or waived by a written agreement executed by you and One Codex that specifically references these terms.

Effective October 15, 2022