Terms of Use
Last Updated: December 15, 2022
These Terms of Use (“Terms”) are entered into between Illumina, Inc. (“Illumina”) and Licensee (defined
below) and govern Licensee’s use of the Explify RPIP Analysis App, Illumina’s proprietary web-based
application for metagenomics testing (“Platform”). As used in these Terms: (1) “Licensee” means: (a) in
the case of an individual who accepts these Terms or otherwise accesses the Platform on his or her own
behalf, such individual; or (b) in the case of an individual who accepts these Terms or otherwise accesses
the Platform on behalf of a company or other legal entity, the company or legal entity; and (2) “Party”
refers to Licensee or Illumina individually and “Parties” refers to Illumina and Licensee collectively.

BY ACCEPTING THESE TERMS THROUGH THE REQUIRED PROCESS OR OTHERWISE ACCESSING THE
PLATFORM, LICENSEE AGREES THAT LICENSEE HAS READ, UNDERSTOOD, AND IS BOUND BY THESETERMS. IF LICENSEE DOES NOT AGREE TO THESE TERMS, THEN LICENSEE MAY NOT USE THE PLATFORM.

THE PLATFORM IS INTENDED FOR USE WITH THE RESPIRATORY PANEL ID/AMR PANEL (RPIP),AVAILABLE FROM ILLUMINA AS PART OF THE RESPIRATORY PANEL ID/AMR TARGET ENRICHMENT KIT(“RPIP KIT”). TO PURCHASE AN RPIP KIT, LICENSEE MUST CONTACT ILLUMINA
AT CUSTOMERSERVICE@ILLUMINA.COM, OR CONTACT LICENSEE’S LOCAL ILLUMINA SALESREPRESENTATIVE, AND ENTER INTO A SEPARATE AGREEMENT WITH ILLUMINA. ALL USE OF THE
PLATFORM IN VIOLATION OF THE PRECEDING SENTENCES IN THIS PARAGRAPH CONSTITUTES A
MATERIAL BREACH OF THESE TERMS.

EACH RPIP KIT INCLUDES NINETY-SIX (96) INDEXES/SAMPLES (EACH, A “TEST UNIT”). EACH PURCHASER
OF AN RPIP KIT IS AUTHORIZED TO USE THE SERVICES (DEFINED BELOW) THROUGH THE PLATFORM
ONCE PER TEST UNIT PURCHASED FROM ILLUMINA, IN EACH CASE FOR A PERIOD OF ONE (1) YEAR
FROM THE DATE UPON WHICH LICENSEE PURCHASED THE APPLICABLE TEST UNIT.
1. General.
1. Overview. Each purchaser of an RPIP Kit is authorized to use the Services (as defined
below) through the Platform once per Test Unit purchased from Illumina. In connection
with Licensee’s purchase of a Test Unit, Licensee will provide next generation
sequencing data in FASTQ format (“Licensee Data”) to Illumina through the Platform.
Illumina will use its Explify® metagenomics platform to analyze the Licensee Data andIllumina will issue to Licensee a report (“Report”) including the results (“Results”) ofsuch analysis (the “Services”). Illumina will provide one Report for each sample analyzed
in connection with a Test Unit (“Sample”), up to a maximum of one hundred (100)Samples per day per user, provided that such Sample is submitted for analysis throughthe Platform within one (1) year from the date Licensee purchased the applicable Test
Unit (“Usage Limitations”). If Licensee requires a Report for more than 100 Samples per

day for a Test Unit, or if Licensee wishes to obtain Services from Illumina without use of
the Platform, then Licensee must contact Illumina at techsupport@illumina.com.
2. Eligibility. LICENSEE ACKNOWLEDGES AND AGREES THAT THE PLATFORM IS NOTINTENDED FOR USE BY CONSUMERS (I.E., PERSONAL HOUSEHOLD USE). THE PERSONWHO ACCEPTS THESE TERMS OR OTHERWISE ACCESSES THE PLATFORM MUST BE AT
LEAST 18 YEARS OF AGE AND OTHERWISE HAVE THE LEGAL CAPACITY TO ENTER INTO A
BINDING CONTRACT. IF SUCH PERSON IS NOT AT LEAST 18 YEARS OF AGE AND DOESNOT OTHERWISE HAVE SUCH LEGAL CAPACITY, OR IS A CONSUMER, THEN SUCHPERSON CANNOT ACCEPT THESE TERMS OR OTHERWISE ACCESS THE PLATFORM. IF
LICENSEE IS USING THE SERVICE ON BEHALF OF AN ENTITY OR ORGANIZATION, THEN
LICENSEE REPRESENTS AND WARRANTS THAT LICENSEE HAS THE AUTHORITY TO BIND
THAT ENTITY OR ORGANIZATION TO THESE TERMS AND LICENSEE AGREES TO BE BOUND
BY THESE TERMS ON BEHALF OF THAT ENTITY OR ORGANIZATION.
3. Accounts. To obtain access to the Platform, Licensee must register an account(“Account”) with Illumina on the website locatedat https://www.illumina.com/products/by-type/informatics-products/basespacesequence-hub/apps.html. ILLUMINA SOLELY PROVIDES A METHOD BY WHICH LICENSEE
MAY ACCESS THE PLATFORM AND NOTHING IN THESE TERMS MAY BE CONSTRUED TO
MAKE ILLUMINA A PARTY TO THESE TERMS. IDBYDNA AND LICENSEE ARE SOLELYRESPONSIBLE FOR FULFILLING ALL OBLIGATIONS SET FORTH THESE TERMS, AND
ILLUMINA MAKES NO REPRESENTATION OR WARRANTY REGARDING THE CONTENT,
USE, OR PERFORMANCE OF THE PLATFORM.
4. Licensee Data. LICENSEE MAY INCLUDE NEITHER PROTECTED HEALTH INFORMATION, AS
SUCH TERM IS DEFINED IN 45 C.F.R. § 160.103 OF THE HEALTH INSURANCE PORTABILITY
AND ACCOUNTABILITY ACT OF 1996 AND ITS IMPLEMENTING REGULATIONS(COLLECTIVELY, THE “HIPAA RULES”), NOR PERSONALLY IDENTIFIABLE INFORMATION IN
THE DATA FILE TITLE OF ANY LICENSEE DATA.
5. Privacy and Communications. Licensee’s use of the Platform is also subject to Illumina’s
Privacy Policy available at www.illumina.com/company/legal/privacy.html (the “Privacy
Policy”). By using the Platform, Licensee consents to receiving certain electronic
communications from Illumina as further described in the Privacy Policy. Licensee
agrees that any notices, agreements, disclosures, or other communications that Illumina
sends to Licensee electronically will satisfy any legal communication requirements,
including, without limitation, that such communications be in writing. To the extent the
Licensee Data is subject to Europe’s General Data Protection Regulation, the United
Kingdom’s Data Protection Act 2018, or Singapore’s Personal Data Protection Act 2012
(together, the “Data Protection Laws”), Illumina’s Data Processing Addendum availableat www.idbydna.com/dpa is hereby entered into between the Parties and isincorporated by reference into these Terms.
6. Fees.

1. Subject to Licensee’s compliance with the Usage Limitations set forth in Section
1(a), Licensee’s access to the Platform and use of the Services in connection
with a Sample is included with the purchase price of a corresponding Test Unit
paid to Illumina. IDBYDNA RESERVES THE RIGHT TO INVOICE LICENSEE FOR AN
OVERAGE FEE (AS DEFINED BELOW) FOR LICENSEE’S USE OF THE SERVICES INCONNECTION WITH A SAMPLE TO THE EXTENT THAT LICENSEE HAS NOTPURCHASED A UNIQUE CORRESPONDING TEST UNIT FROM ILLUMINA WITHINONE (1) YEAR PRECEEDING SUCH USE. The “Overage Fee” is twenty-five dollars($25) per Sample.
2. Illumina will bill Licensee for any Overage Fees within one hundred eighty (180)days, and Licensee shall pay each invoice within thirty (30) days of the invoicedate by check or wire transfer to an account specified by Illumina.
g.
Support. Illumina will provide reasonable client support services to Licensee in connection with
Licensee’s use of the Platform. Licensee may contact Illumina’s client support team 24 hours a day, 7days a week. During normal business hours Licensee can contact Illumina client services
at techsupport@illumina.com. Illumina may periodically update the Platform without advance notice toLicensee. Each update that affects Licensee’s use of the Platform will result in a change in the version
number for the Platform that will appear on result reports. Illumina will not maintain or keep available
multiple versions of the Platform. Illumina will notify Licensee of scheduled maintenance downtime
through the Platform.
Proprietary Rights.
.
License to Platform. Subject to Licensee’s complete and ongoing compliance with these Terms,
Illumina hereby grants to Licensee during the Term (defined in Section 4(a)) a non-exclusive, nontransferable (except pursuant to Section 8(b)), non-sublicensable, and revocable license to access anduse the Platform.
a.
Restrictions. Licensee may not do or attempt to do any of the following: (i) reverse engineer,
decompile, disassemble, or otherwise attempt to reconstruct, identify, or discover any source code,
underlying ideas, underlying user interface techniques, or algorithms of the Platform or Results; (ii)modify the Platform or Results, or sell, lease, license, or otherwise commercialize or distribute thePlatform or Results; (iii) interfere with or disrupt the performance of the Platform; (iv) gain unauthorizedaccess to the Platform or its related systems or networks; (v) frame or link to the Platform or any
content or material thereon; (vi) provide any false, incorrect, or outdated information to Illumina inconnection with Licensee’s use of the Platform; (vii) use any portion of the Platform or Results todevelop a competitive product or service to those being developed by Illumina; (viii) remove, alter, or
obscure in any way any proprietary rights notices of Illumina or its suppliers on or within the Platform or
Results; (ix) transmit to the Platform any virus, worm, spyware or other Platform code, file, or program
intended to impair, alter, or damage the operation of the Platform or its related systems or networks; or(x) use the Platform or Results in any manner that violates any applicable laws, rules or regulations or
infringes any third party rights. The Platform and Results are intended for Licensee’s research use only
and are not intended to be used in the diagnosis, treatment, or care of persons or animals. For more
information, please contact Illumina’s client support team.

b.
License to Licensee Data. Licensee hereby grants to Illumina a non-exclusive, perpetual,irrevocable, royalty-free, and worldwide right (i) to host, store, and otherwise use Licensee Data for any
internal business purpose, including to provide and improve their current and future products, services,
resources, systems, tools, and businesses, and (ii) to create, share, and publish aggregated and/or
anonymized results derived from Licensee Data.
c.

Ownership.
1. Sole Ownership. As between the Parties: (A) Illumina owns and exclusively
retains all right, title, and interest in and to the Platform, except to the extent of
the license granted in Section 2(a); and (B) Licensee exclusively owns and retains
all right, title, and interest in and to Licensee Data and Feedback (defined in
Section 2(e)), except to the extent of the licenses granted in Sections 2(c). Each
Party retains and reserves all rights that it does not expressly grant to the otherin these Terms and does not grant to the other any implied license in theseTerms.
2. Joint Ownership. Subject to the restrictions set forth in Section 2(b), the Parties
will jointly own and do own an undivided interest in all Results, including all
intellectual property rights therein or embodied thereby.

d.
Feedback. If Licensee makes available to Illumina, directly or indirectly, feedback, analysis,suggestions and/or comments about any aspect of the Platform or Results (collectively, “Feedback”),
then Licensee hereby grants to Illumina a perpetual and irrevocable right to use, exploit, and disclosesuch Feedback to provide and improve their current and future products, resources, systems, tools,
services, and businesses without any restrictions whatsoever or obligation to provide Licensee with any
compensation or credit.
Term and Termination.
.
Term. These Terms commence upon the first to occur of: (i) Licensee accepting these Terms
through the required process; or (ii) the first occasion when Licensee accesses the Platform, and willcontinue until the termination of these Terms (“Term”).
a.
Termination. Licensee may terminate these Terms by (i) ceasing to use the Platform and (ii)providing written notice of such termination to Illumina at the address for notice set forth in Section
8(f). Illumina reserves the right, in its sole discretion, to restrict or suspend Licensee’s access to the
Platform at any time without prior notice or liability for abuse or if Licensee breaches any provision ofthese Terms. Illumina may further terminate Licensee’s Account or these Terms immediately for any or
no reason with or without notice to Licensee. Illumina reserves the right to change, suspend or
discontinue all or any part of the Platform at any time without prior notice or liability.
b.
Effect of Termination; Survival. Upon termination of these Terms for any reason: (i) the license
granted in Section 2(a) will automatically terminate; and (ii) the following Sections, and any definedterms and provisions required to interpret or enforce those Sections (but only to the extent required forsuch interpretation or enforcement), will survive: 1(b), 1(c), 1(d), 1(e), 1(f), 2(b), 2(c), 2(d), 2(e), 3(c), 4, 5,
6, 7, and 8.

Representations and Warranties. Licensee represents and warrants that:.
Licensee will use the Platform and Results in compliance with all applicable laws, rules andregulations and is solely responsible for the same;
a.
Laws;

Licensee will promptly inform Illumina if the Licensee Data is subject to the Data Protectionb.
Licensee will only use the Platform and Results as authorized by the terms hereof and subject toany applicable limitations as may be set forth in the reported Results;c.
Licensee Data and Feedback do not, and the use or exploitation of the same as contemplated inthese Terms will not, infringe, misappropriate, or violate the privacy rights, publicity rights, intellectual
property rights, or other rights of any third party, or any applicable laws, rules, or regulations;d.
all information provided by Licensee in connection with establishing and maintaining Licensee’s
Account is and shall remain true, accurate, current, and complete and does not include personallyidentifiable information or protected health information, as such term is defined in the Health Insurance
Portability and Accountability Act;e.
Licensee has obtained and Licensee will obtain all permissions or approvals from each applicabledata source, including from Licensee’s personnel, as may be necessary or required to provide Licensee
Data or any other data to Illumina;f.
entering into these Terms and performing Licensee’s obligations under these Terms do not, andwill not, breach or otherwise conflict with Licensee’s obligations to any third party;g.
Licensee has had the opportunity to consult with independent legal counsel prior to accepting
these Terms even if Licensee has chosen not to do so;h.
if Licensee is an individual, then such individual is at least 18 years of age and otherwise has thelegal capacity to enter into these Terms; andi.
if Licensee is a company or other legal entity, then it has all organizational authority of such
entity to enter into and perform its obligations under these Terms.
Limitations on Liability and Disclaimers. Without limiting any terms set forth elsewhere in these Terms,
the following terms in this Section 5 apply to the fullest extent permitted by law:.
NEITHER IDBYDNA NOR ANY OF ITS AFFILIATES, LICENSORS, OR SUPPLIERS REPRESENT OR
WARRANT THAT: (I) THE PLATFORM OR RESULTS WILL MEET ANY REQUIREMENTS OR NEEDS LICENSEE
MAY HAVE OR WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION; OR (II) ANY DEFECTS ORERRORS IN THE PLATFORM OR RESULTS WILL BE CORRECTED. THE PLATFORM AND RESULTS AREPROVIDED “AS IS” AND IDBYDNA, ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS AND LICENSORSHEREBY DISCLAIM ALL IMPLIED WARRANTIES IN CONNECTION WITH THE SAME, INCLUDING THE
WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
a.
WITHOUT LIMITING EITHER PARTY’S INDEMNIFICATION OBLIGATIONS AND EXCEPT FOR ANY
BREACH OF SECTION 2, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY
FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES

(INCLUDING LOST OF ANTICIPATED REVENUES OR PROFITS), ARISING FROM ANY CLAIM RELATING TOTHESE TERMS, OR THE SUBJECT MATTER HEREOF, WHETHER SUCH CLAIM IS BASED ON CONTRACT,TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OR LIKELIHOODOF SAME. IN NO EVENT SHALL IDBYDNA’S TOTAL LIABILITY UNDER THESE TERMS EXCEED THE TOTALFEES PAID TO IDBYDNA BY LICENSEE DURING THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM.
b.
ANY DISPUTE THAT LICENSEE HAS WITH ANY PARTY OTHER THAN IDBYDNA OR ANY OF ITS
AFFILIATES IN CONNECTION WITH THE PLATFORM OR RESULTS IS SOLELY BETWEEN LICENSEE AND ANY
SUCH PARTY. ACCORDINGLY, LICENSEE HEREBY IRREVOCABLY RELEASES IDBYDNA AND ITS AFFILIATESFROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, WHETHERKNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
Indemnification. To the fullest extent permitted by law, Licensee agrees to defend, indemnify and holdharmless Illumina and its affiliates, and their respective officers, directors, employees, consultants,
agents, advisors, vendors, and suppliers, from and against all expenses, losses, or other liabilities
incurred in connection with any third party claim (each, a “Claim”) arising from or relating to: (a) any use
or misuse of the Platform by Licensee; (b) Licensee Data; (c) any breach of these Terms by Licensee;
and/or (d) any alleged issue or problem arising from any use of Results by Licensee. Illumina will provide
prompt notice to Licensee of any Claim and the right to control the defense (with the reasonable
cooperation of Illumina) and settlement of any such claim; provided, that Licensee shall not enter into
any settlement that admits fault, wrongdoing, or damages without Illumina’s written consent, suchconsent not to be unreasonably withheld or delayed. Illumina shall have the right to participate, at its
own expense and with counsel of its choice, in the defense of any Claim that has been assumed by
Licensee.
Dispute Resolution. These Terms will be governed by the laws of the State of California, excluding its
conflicts of laws principles. If there is any dispute between the Parties arising out of these Terms (each, a“Dispute”), then authorized representatives of each Party will negotiate in good faith to resolve the
Dispute. If such representatives cannot resolve the Dispute after no less than thirty (30) days of goodfaith negotiations, then any such Dispute may be settled by binding arbitration under the Rules of theAmerican Arbitration Association as presently in force (“Rules”) and by three (3) arbitrators appointed inaccordance with said Rules. Judgment on the award rendered may be entered in any court having
jurisdiction thereof. The place of arbitration will be San Francisco, California. Any monetary award will
be in U.S. dollars and the arbitration will be conducted in the English language. The Parties may apply to
any court of competent jurisdiction for temporary or permanent injunctive relief, without breach of thisSection 7 and without any abridgment of the powers of the arbitrator.
Miscellaneous.
.
Federal Government End Use Provisions. Illumina provides the Platform and Results, and all
related Platform and technology, for ultimate federal government end use solely in accordance with thefollowing: Government technical data and Platform rights related to the Platform and Results include
only those rights customarily provided to the public as specified in these Terms. This customarycommercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212(Platform) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data –Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Platform or Computer
Platform Documentation). If a government agency has a need for rights not granted under these terms,

then it must negotiate with Illumina to determine if there are acceptable terms for granting those rights,
and a mutually acceptable written addendum specifically granting those rights must be included in theapplicable agreement.
a.
Assignment. These Terms bind and are for the benefit of the successors and permitted assigns ofeach Party. Licensee may not assign these Terms to any third party without Illumina’s prior express
written consent, which Illumina may withhold in its sole discretion. “Assign” as used in the priorsentence includes any changes of control or sale of stock or assets of Licensee. Illumina may assign theseTerms in its sole discretion. Any attempt to assign these Terms other than as permitted in this Section
8(b) will be void.
b.
Severability. If any provision in these Terms is held by a court of competent jurisdiction to be
unenforceable, then: (i) it will be severed from these Terms; (ii) the court of competent jurisdiction will
replace the severed provision with another provision that most closely reflects the Parties’ original
intent to the fullest extent permitted by law; and (iii) these Terms will remain in full force and effect.
c.
Entire Terms; Order of Precedence. These Terms constitute the entire agreement between theParties with respect to the subject matter set forth in these Terms and supersede any previous orcontemporaneous communications, whether oral or written, express, or implied.
d.
Waivers; Amendments. All waivers of rights arising under these Terms must be made in writingby the Party waiving rights. Licensee understands and agrees that Illumina may change these Terms at
any time without prior notice. Illumina will endeavor to provide Licensee with prior notice of any
material changes to these Terms. Licensee may read a current, effective copy of these Terms at any timeat www.idbydna.com/terms-of-use/ExplifyRPIP. The revised Terms will become effective at the time of
posting on the Platform, and Licensee’s use of the Platform after such time will constitute Licensee’s
acceptance of the revised Terms. If any change to these Terms is not acceptable to Licensee, thenLicensee’s sole remedy is to stop using the Platform and to cancel Licensee’s Account as described in
Section 3(b). Notwithstanding the preceding sentences of this Section 8(e), no revisions to these Terms
will apply to any dispute between Licensee and Illumina that arose prior to the effective date of thoserevisions. These Terms may be amended by a written agreement executed by Illumina and Licensee thatspecifically references this Agreement.
e.
Notices. Any notice required or permitted shall be in writing and shall be deemed received when(i) delivered personally; (ii) 5 days after having been sent by registered or certified mail, return receipt
requested, postage prepaid (or 10 days for international mail); or (iii) 1 day after deposit with acommercial express courier that provides written verification of receipt.
f.
Interpretation. Unless a clear contrary intention appears: (i) any term defined in the singularincludes the plural when required by the applicable context; (ii) all references in these Terms to“Sections” are intended to refer to Sections in these Terms; and (iii) the headings in these Terms are forconvenience of reference only, will not be deemed to be a part of these Terms, and will not be referred
to in connection with the construction or interpretation of these Terms.
g.
Publications. Licensee acknowledges that from time to time Illumina may publish informationthat may include anonymized data and results aggregated across users of the Platform. Illumina will notpublish any information that identifies Licensee without Licensee’s express written approval. Please see
the Privacy Policy for more information.
h.
Export Controls. Licensee agrees to comply with all applicable export and re-export control laws
and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S.
Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s
Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintainedby the Department of State. Specifically, Licensee covenants that it will not — directly or indirectly —sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology(including products derived from or based on such technology) received from Illumina under theseTerms to any destination, entity, or person prohibited by the laws or regulations of the United States,
without obtaining prior authorization from the competent government authorities as required by thoselaws and regulations. Licensee agrees to indemnify, to the fullest extent permitted by law, Illumina fromand against any fines or penalties that may arise as a result of Licensee’s breach of this provision.
i.
Relationship of the Parties. The Parties are independent contractors, and these Terms do notcreate a partnership, franchise, joint venture, agency, fiduciary or employment relationship between
them.