Title: Illumina Master Subscription
Agreement (Cloud)Updated January 2024

MASTER SOFTWARE SUBSCRIPTION AGREEMENT (CLOUD SERVICES)THIS MASTER SOFTWARE SUBSCRIPTION AGREEMENT (TOGETHER WITH ANY SERVICE ADDENDA (AS DEFINED), THE“AGREEMENT”) DEFINES THE RIGHTS AND OBLIGATIONS OF ILLUMINA, INC. (TOGETHER WITH ANY OF ITS AFFILIATES
THAT MAY PROVIDE THE SERVICES (AS DEFINED), “ILLUMINA”) AND THE CUSTOMER (AS DEFINED BELOW)REGARDING THE SERVICES THAT HAVE BEEN PURCHASED BY CUSTOMER (“SERVICES”). THIS AGREEMENT IS A
MASTER AGREEMENT AND WILL BE ACCOMPANIED BY ONE OR MORE APPLICABLE SERVICE SPECIFIC ADDENDA TO
THIS AGREEMENT (EACH, A “SERVICE ADDENDUM”). THIS AGREEMENT, ANY SERVICE ADDENDA, ANY QUOTATIONRELATED TO THE SERVICES, ANY APPLICABLE SUPPLY OR SALE AGREEMENT COVERING THE SERVICES, AND ANY
PRIVACY DOCUMENTS (AS DEFINED) CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES RELATING TO THESERVICES.
PLEASE READ THE FOLLOWING LEGALLY BINDING TERMS CAREFULLY BEFORE USING OR ACCESSING THE SERVICE BY
SELECTING THE ACCEPT OPTION OR OTHERWISE ACCESSING OR USING THE SERVICE, CUSTOMER ACKNOWLEDGES THATCUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. CUSTOMERACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTOOD THE TERMS OF THE ILLUMINA PRIVACY POLICY, WHICHDESCRIBES HOW ILLUMINA USES PERSONAL DATA FOR THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT.
THE TERM “CUSTOMER” REFERS COLLECTIVELY TO YOU, THE USER ACCEPTING THIS AGREEMENT AND THE ENTITY THATYOU REPRESENT. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE YOU CLICK TO ACCEPT THE AGREEMENT (“EFFECTIVE
DATE”). IF CUSTOMER IS ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY, CUSTOMER REPRESENTS AND
WARRANTS THAT: (i) CUSTOMER HAS FULL LEGAL AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT; (ii)
CUSTOMER HAS READ AND UNDERSTAND THIS AGREEMENT; AND (iii) CUSTOMER AGREES, ON BEHALF OF SUCH
ENTITY, TO THIS AGREEMENT. IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY, PLEASE DO NOT
CLICK THE ACCEPT OPTION.
UNLESS SEPARATE TERMS AND CONDITIONS FOR THE SERVICE ARE EXPRESSLY AGREED TO IN WRITING BETWEENCUSTOMER AND ILLUMINA THAT SUPERSEDES THIS AGREEMENT, THIS AGREEMENT WILL EXCLUSIVELY GOVERNCUSTOMER’S USE OF AND ACCESS TO THE SERVICE, INCLUDING WITH RESPECT TO ALL APPLICABLE SERVICE ADDENDA.
1.

ACCESS TO SERVICE.

a.

Service Use. Subject to the terms and conditions of this Agreement and Customer’s payment of all applicable
fees, during the Term, Illumina will provide the Services in accordance with this Agreement and Customer may
use the Service as set forth herein and as provided in the applicable Service Addendum. For the avoidance of
doubt, Customer have no rights to download or modify the Service or any information, component or data
therein. Notwithstanding anything to the contrary herein, all rights not specifically granted in this Section 1(a) orin any Service Addendum shall be reserved and remain always with Illumina. Customer will undertake that
Customer will use the Service (including the transfer of data) only in strict compliance with all applicable laws, rules
and regulations in the jurisdiction in which Customer is located, and, if applicable, the jurisdiction from which
any sample originated.

b.

RESTRICTIONS. The right to access herein specifically excludes any sublicense or resale rights to the Service or toits content, including, but not limited to, any results; any derivative use of the Service or its contents; or any useof data mining, robots, or similar data gathering and extraction tools with the Service. Except as expressly
permitted in Section 1 or in a Service Addendum, Customer specifically agrees not to:
(i)
(ii)
(iii)

sub-license, rent, sell, lease, distribute, provide access to, or otherwise transfer the Service or any part
thereof or use of the Service;
use the Service for timesharing or service bureau purposes or otherwise use or allow others to use forthe benefit of any third party;
reverse engineer, decompile, disassemble, or derive the source code or underlying ideas or algorithmsof the Services or any portion thereof, or attempt to do any of the foregoing, except as required to be1

Title: Illumina Master Subscription
Agreement (Cloud)Updated January 2024

(iv)

(v)
(vi)

(vii)
(viii)

(ix)
(x)
(xi)
(xii)
(xiii)(xiv)

permitted by applicable law;access, mine, or collect any data (including Data) or other content available through the Service throughany technology or means other than those authorized by Illumina, including through the use of any
automated means (other than Illumina provided APIs) such as robots, spiders, scrapers, or similar data
gathering and extraction tools with the Service;
use the data or other content available through the Service as input to, or to train, artificial intelligence(AI) or machine learning (ML) models;
remove, circumvent, disable, damage, or otherwise interfere with security or other preventive featuresof the Services, or otherwise gain or attempt to gain unpermitted access by any means to, or otherwise
cause harm to, any Illumina computer system, network, or database;copy, modify, port, translate, localize or create derivative works of the Service and/or the results;
use the Service (or information generated from the use of the Service) in a way that is either prohibitedby applicable law or regulation, or contrary to ethical guidelines promulgated by established national
and international ethics bodies;
use the Service negligently or intentionally or willfully propagate any virus, worms, Trojan horses orother programming routine intended to damage any system or data;
remove or modify any acknowledgements, credits or legal notices contained on the Service or any part
thereof;take any action that imposes, or may impose at Illumina’s sole discretion, an unreasonable ordisproportionately large load on Illumina’s system, network, or other infrastructure;
file copyright or patent applications that include the Service or any portion thereof;
use the Services with genomic data that is not generated using an Illumina Sequencing Instrument orotherwise provided through the Services; oruse the Services to transmit, store, display, distribute, or otherwise make available any data that isillegal, defamatory, abusive, obscene, vulgar, fraudulent, false, misleading (directly or by omission or
failure to update information), deceptive, promotes discrimination, harassing, is violent or promotes
violence, or promotes illegal or harmful activities.

c.

Order of Precedence. In the event of a direct conflict between the terms of this Agreement and any Service
Addendum, the terms of the Service Addendum shall control with respect to the specific Service offering, but not
to any other Service. In the event of a direct conflict between the terms of this Agreement, any Addendum andthe DPA (as defined in Section 11), the DPA shall control with respect to the subject matter of the DPA. In theevent of a direct conflict between any quotation and any terms of this Agreement, this Agreement shall control
except as to (i) price of the Service, and (ii) term of the purchased Service. In the event of a direct conflict between
different Service Addenda, the terms set forth in one Service Addenda shall apply to the Service described therein
and the terms in the other Service Addenda shall apply to the applicable other Service. In the event of a directconflict between this Agreement and any other sale or supply agreement applicable to the Services, the terms ofthis Agreement shall control with respect to the Services to which this Agreement relates.

d.

Customer IS solely responsible for obtaining, installing and maintaining its own internal equipment andcommunications services necessary to access and use the Service. Customer shall be solely responsible for any
telephone charges, Internet access fees, and other such similar fees and expenses incurred by it through the accessto and use of the Service.

2.

FEES AND PAYMENT; MONITORING. Any fees payable by Customer to Illumina for access to and use of the Service
will be payable within 30 days of invoice from Illumina. In addition to any access or other fees identified in
Customer’s Quote, if applicable to Customer’s Service, Customer will be responsible for purchasing from Illumina asufficient number of iCredits to enable the use of the Service, which iCredits may be applied to certain costs,
including storage and computational costs. Customer’s access to the Service will be automatically renewed on

the same terms of Customer’s last quotation for the Service provided by Illumina, and Illumina shall invoice
Customer for the applicable fees for any renewal. If Customer does not pay all applicable fees (including inrespect of iCredits) within 30 days of invoice, Customer’s access to the Service may be suspended or terminatedin Illumina’s sole discretion. Additional services and functionality accessed by Customer through the Service,including without limitation additional storage and computation functionality, may be subject to additional fees,2

Title: Illumina Master Subscription
Agreement (Cloud)Updated January 2024
which fees shall be payable to Illumina in accordance with payment terms set forth by Illumina.
3.

OWNERSHIP; FEEDBACK.

a.

Ownership. The Service is and shall remain proprietary material of Illumina and/or its suppliers. Illumina and/or
its suppliers shall retain ownership of all patents, copyrights, trademarks, trade names, trade secrets, and otherintellectual property rights in the Service and any components thereof. Except for the limited right of access asprovided in Section 1, Customer shall have no right, title, or interest in or to the Service. Customer agrees toinform Illumina promptly of any infringement or other improper action with respect to the Illumina intellectual
property that comes to Customer’s attention. Illumina reserves all rights in its intellectual property that are notexpressly granted in the Agreement, and no licenses are granted by Illumina to Customer under the Agreement,
whether by implication, estop- pel or otherwise, except as expressly set forth herein.

b.

Feedback. In the event Customer provides any feedback, suggestion, or recommendation of any kind regarding theServices (“Feedback”), Customer hereby grants to Illumina and its affiliates an irrevocable, non-exclusive, royalty-free,perpetual, worldwide, assign- able, sublicensable, transferable license to use, modify, prepare derivative works of,
publish, distribute and sublicense such Feedback for all purposes, and Customer irrevocably waives, and causes to be
waived, against Illumina or its other users any claims and assertions of any moral rights contained thereto. Any
feedback Customer submits to Illumina will be considered non-confidential and non-proprietary to Customer.

4.

THIRD PARTY CONTENT; THIRD PARTY PROGRAMS. “Third Party Content” means any content within the Service
that is either provided by third parties, or made available on third party websites and linked to or otherwise usedin connection with the Service. Customer acknowledges that all of the intellectual property rights in the Third
Party Content are owned by the third party who created and/or provided such Third Party Content, and that
additional terms may apply to and govern Customer’s access to and use of this Third Party Content. Customer is
not authorized under this Agreement to use that Third Party Content except as expressly permitted, including as
set forth in a Service Addendum to this Agreement. Except as otherwise provided in a Service Addendum, any rights
Customer has in the Third Party Content of others must be agreed upon by Customer and the owner of such Third
Party Content. Customer agrees that Illumina will not be responsible for any loss or damage incurred as the resultof Customer’s dealings with any Third Party Content owner. Customer acknowledges and agrees that (i) Illumina
is not responsible for any such Third Party Content, (ii) Illumina makes no guarantees about the accuracy, currency,
suitability, or quality of the information in such Third Party Content, and (iii) Illumina assumes no responsibility
for any unintended, objectionable, inaccurate, misleading, or unlawful Third Party Content.

5.

LIMITED WARRANTY.
ILLUMINA REPRESENTS AND WARRANTS THAT THE SERVICE WILL FUNCTION, IN ALL MATERIAL RESPECTS,
SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. IF THE SERVICE FAILS TO FUNCTION AS
WARRANTED, CUSTOMER AGREES TO INFORM ILLUMINA IN WRITING (INCLUDING SOLELY BY EMAIL) AND
ILLUMINA WILL USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT THE REPORTED ISSUE. IF ILLUMINA IS
UNABLE TO CORRECT THE ISSUE WITHIN THIRTY (30) DAYS FROM THE DATE CUSTOMER REPORTS THE ISSUE TO
ILLUMINA, CUSTOMER MAY TERMINATE THIS AGREEMENT AND ILLUMINA WILL REFUND THE FEES PRE-PAID BY
CUSTOMER TO ILLUMINA FOR ACCESS TO THE SERVICE FROM THE TERMINATION DATE THROUGH THE END OF
THE TERM, UNLESS SUCH ISSUE WAS CAUSED BY CUSTOMER’S ABUSE OF THE SERVICE OR (ii) DUE TO
CUSTOMER’S INABILITY TO ACCESS THE INTERNET OR DUE TO FACTORS BEYOND ILLUMINA’S REASONABLE
CONTROL (i.e. and without limitation, natural disaster, war, acts of terrorism, or a network failure external to data
centers used in the provision of the Service, including at Customer’s site or between Customer’s site and ourdata centers). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN THIS SECTION 5, ILLUMINA AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS,IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICE OR SOFTWARE PROVIDED IN CONNECTION WITH THE
SERVICE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE
OR TRADE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ILLUMINA, ITS EMPLOYEES,
DISTRIBUTORS, DEALERS, OR AGENTS SHALL CREATE ANY NEW WARRANTIES. ILLUMINA DOES NOT WARRANT

3

Title: Illumina Master Subscription
Agreement (Cloud)Updated January 2024
THAT THE OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. CUSTOMER ACKNOWLEDGESAND AGREES THAT THE SERVICE IS NOT INTENDED BY ILLUMINA, AND HAS NOT BEEN DESIGNED BY ILLUMINA, TO
BE USED FOR PATIENT CARE PURPOSES, INCLUDING WITHOUT LIMITATION, USE IN DIAGNOSING OR TREATINGPATIENTS. “DOCUMENTATION” IS DEFINED AS MANUALS AND OTHER WRITTEN MATERIALS MADE AVAILABLE
BY ILLUMINA THAT ARE RELATED TO THE FEATURES AND FUNCTIONS OF THE SERVICE.
6.

INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT INDEMNIFICATION.

a.

Illumina Indemnity. Subject to the terms and conditions of this Agreement, Illumina will defend, indemnify, andhold Customer harmless against all liabilities, damages, and costs (including settlement costs and reasonable
attorneys’ fees) arising out of a third party claim that the Service, when used in accordance with this Agreement,
and in accordance with the Documentation, infringes the valid and enforceable intellectual property rights of athird party. Illumina’s indemnification obligations are conditioned upon Customer (i) promptly notifying Illumina
in writing of such claim or action, (ii) giving Illumina exclusive control and authority over the defense andsettlement of such claim or action, (iii) not admitting infringement of any intellectual property right without priorwritten consent of Illumina, (iv) not entering into any settlement or compromise of any such claim or action
without Illumina’s prior written consent, and (v) providing reasonable assistance to Illumina in the defense of theclaim or action; provided that Illumina reimburses Customer for Customer’s reasonable out-of-pocket expenses
incurred in providing such assistance. Customer shall be obliged to mitigate Customer’s losses insofar as isreasonable in the circumstances.

b.

Exclusions. Illumina’s indemnification obligations set forth in Section 6(a) do not apply to the extent a third party
claim is caused by, or arises from Customer’s (or Customer’s agent’s): (i) use of the Service in any manner or for
any purpose inconsistent with this Agreement, (ii) use of the Service in any manner not in accordance with theDocumentation, (iii) use of the Service in combination with any other products, software, materials, or services
not supplied by Illumina, (iv) use of the Service to perform any assay or other process not supplied by Illumina,(v) Illumina’s compliance with specifications or instructions furnished by, or on behalf of, Customer, (vi)Customer’s breach of any of the terms and conditions of this Agreement, (vii) use of stand-alone third party
goods, software, or services that may be acquired or used with the Service, (viii) use of the Service in any manner
or for any purpose that requires rights to third party intellectual property, (ix) continued allegedly infringing
activity after being notified thereof and being provided with modifications that would have avoided the alleged
infringement, or (x) unauthorized modification of the Service.

c.

Remedies. If the Service or any part thereof, becomes, or Illumina reasonably believes may become, the subjectof an infringement claim, Illumina will have the right, at its option, to (i) procure for Customer the right tocontinue using the Service, (ii) modify or replace the Service with a substantially equivalent non-infringing
substitute, or (iii) terminate the rights, license, and any other permissions provided to Customer with respect to
the Service and refund to Customer a pro-rata amount of the fees paid by Customer to Illumina for access to theService through the date a third party claim occurs for the allegedly infringing Service.

d.

THIS SECTION 6 IS A COMPLETE STATEMENT OF CUSTOMER’S REMEDIES FOR THIRD PARTY CLAIMS FORINFRINGEMENT AS DESCRIBED IN SECTION 6(A) AND STATES THE ENTIRE LIABILITY OF ILLUMINA FOR ANY SUCHINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

7.

CUSTOMER’S DATA; UNDERTAKINGS.

a.

Ownership. Customer shall own all right, title and interest in and to the Data. “Data” means all information, files,
or Data that is uploaded by Customer, provided by Customer, stored by Customer, or created by Customer within
the Service, including genomic information generated by sequencing instruments, further analysis or processing
conducted on such information, and the results.

b.

License to Data. Customer hereby grants to Illumina, its affiliates, and its third party service providers a nonexclusive, fully paid-up, royalty-free, worldwide, irrevocable, perpetual right and license, with the right tosublicense, to access and use the Data, in each case, to the extent permitted by law, (i) to provide the Services(which may include providing technical support services and may include Illumina using Data compression), (ii)4

Title: Illumina Master Subscription
Agreement (Cloud)Updated January 2024
to collect and retain non-personally identifiable statistical and metadata (which, for clarity, excludes genomic
information generated by sequencing instruments, further analysis or processing conducted on suchinformation, and the results) for use by Illumina for its commercial purposes; and (iii) in accordance with the use
described in the Illumina Privacy Policy. In the event that Illumina needs to access the Data to provide reporting,respond to any technical problems, queries, or requests from Customer, Customer will ensure that Illumina ispermitted to do so in accordance with applicable law.
c.

Responsibility for Data. Customer acknowledges and agrees that Customer will have sole responsibility for theaccuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right touse Data. Customer represents and warrants that Customer own or have provided or obtained the necessary
disclosures, permissions, rights, and consents to use, and authorize the use of, the Data as described herein under
all applicable laws. Illumina expressly disclaims any liability for Data and content transmitted through or stored,
temporarily or permanently, on Illumina owned or operated networks or any server and for the actions ofomission of Customer with respect to such Data and content.

8.

DATA DISCLAIMER; INDEMNITY. CUSTOMER EXPRESSLY RECOGNIZES THAT ILLUMINA DOES NOT CREATE OR
ENDORSE ANY DATA PROCESSED BY OR USED IN CONJUNCTION WITH THE SERVICE PROVIDED HEREUNDER. IT ISCUSTOMER’s RESPONSIBILITY TO ENSURE CUSTOMER HAS OBTAINED ALL NECESSARY PERMISSIONS ANDCONSENTS (INCLUDING, WITHOUT LIMITATION, ALL CONSENTS FROM HUMAN SUBJECTS) TO USE AND
TRANSMIT THE DATA ON OR THROUGH THE SERVICE AND GRANT THE RIGHTS HEREUNDER. CUSTOMER FURTHERACKNOWLEDGES AND UNDERTAKES THAT CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR CONDUCTING
ROUTINE BACKUPS AND ARCHIVING OF DATA. CUSTOMER ACKNOWLEDGES THAT ILLUMINA HAS NORESPONSIBILITY TO MONITOR OR SCREEN THE DATA FOR COMPLIANCE WITH ANY LAW OR REGULATION OR FOR
ANY OTHER PURPOSE. Customer shall, at Customer’s own expense, indemnify, defend and hold Illumina, itsaffiliates, and their respective officers, directors, employees, agents and representatives harmless from andagainst all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) incurred byreason of Illumina’s strict compliance with Customer’s express instructions with respect to the ownership,
custody, processing or disposition of the Data by Illumina, as applicable.

9.

LIMITATION OF LIABILITY. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIALPURPOSE OR OTHERWISE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILLILLUMINA OR ITS SUPPLIERS BE LIABLE TO CUSTOMER, CUSTOMER’S EMPLOYEES OR REPRESENTATIVES OR TO
ANY THIRD PARTY IN TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY, BREACH OF
STATUTORY DUTY, OR OTHERWISE DUE TO, UNDER AND/OR ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT IF AND TO THE EXTENT THAT THE LOSS OR DAMAGE IN RESPECT OF WHICH SUCH LIABILITY ARISESOR IS CLAIMED TO ARISE FALLS WITHIN ANY OF THE FOLLOWING CATEGORIES: LOSS OF PROFITS, LOSS OF OR
CORRUPTION OR DAMAGE TO DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER OR NOT ILLUMINA HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS, CORRUPTION OR DAMAGE AND WHETHER OR NOT SUCH LOSS, CORRUPTION ORDAMAGE IS FORESEEABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE
LIABILITY OF ILLUMINA FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANYSERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN
CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE GREATER OF: THE TOTAL FEES PAID BY
CUSTOMER TO ILLUMINA FOR THE SERVICE GIVING RISE TO SUCH LIABILITY DURING THE PREVIOUS TWELVE (12)MONTHS BEFORE THE CLAIM, OR ONE THOUSAND DOLLARS (USD $1,000).

10.

TERM AND TERMINATION.

a.

Service Term. With respect to each Service purchased by the Customer, Customer’s access to the Service willcommence upon the Effective Date and will continue for the period set forth in the quotation or invoice for accessto the Service (with respect to each such Service, the “Term”). Customer agrees that if Customer does notpurchase additional use of such Service following the expiration of the Term, Illumina may suspend or terminate
the Service purchased by Customer upon the expiration of the Term. The Term may be extended for additional
periods upon written agreement of Customer and Illumina and payment of applicable fees.

5Title: Illumina Master Subscription
Agreement (Cloud)Updated January 2024b.

Termination or Suspension by Illumina. Without prejudice to any other right or remedy available to Illumina,
Illumina may suspend or terminate Customer’s access to any and all Services subject to this Agreement without
liability if (i) Customer materially breaches this Agreement or any Service Addendum, (ii) Illumina provides
Customer with written notice that it has a reasonable suspicion that Customer is using the Service in breach of
Sections 1 and 2 (Access to Service; Restrictions) or any provisions identified as “Access to Service” or“Restrictions” in a Service Addendum to this Agreement, (iii) Customer’s account or use of a Service is used forany malicious, illegal, or harmful purpose, or (iv) if Customer becomes insolvent, ceases to do business as a going
concern or if a petition has been filed by or against Customer under any bankruptcy, insolvency or similar law or
Customer makes an assignment for the benefit of creditor.

c.

Effect of Termination. With respect to any Service purchased by Customer, upon termination or expiration inaccordance with this Agreement and any applicable Service Addendum: (i) the Term with respect to such Service,
Illumina’s provision of such Service, and Customer’s right to access and use such Service will cease immediately,(ii) upon the written request of Customer’s authorized representative, Illumina will promptly return or destroy all
Data related to such Service within its possession or control; provided, however, that Illumina shall not be obligatedto return or destroy such Data that is stored on automated backup systems until the same would be destroyed
according to such system’s normal document retention schedule or such Data that must be retained forcompliance with applicable laws, rules or regulations; provided further that all Data so retained shall be subject
to the provisions of Section 11 (Privacy, Data Security) until the same is returned or destroyed, (iii) Illumina may
permanently destroy all Data related to such Service, in its sole discretion, and (iv) all fees owing by Customer toIllumina in respect of such Service at the date on which termination takes effect will become due and payable.
The following provisions shall survive the expiration and termination of this Agreement: Sections 3 (Ownership),
5 (Limited Warranty), 6 (Intellectual Property Rights Infringement Indemnification), 7 (Customer’s Data;
Undertakings), 8 (Data Disclaimer; Indemnity), 9 (Limitation of Liability), 10.c (Effect of Termination), 15(Miscellaneous), and any provision identified in a Service Addendum as surviving such Termination.

11.

PRIVACY;.

a.

Definitions. For the purposes of this Section 11, “Data Protection Laws” means any and all applicable laws,
regulations and any other applicable legislation and regulatory requirements in force relating to data protection,
privacy, and information security, including but not limited to, the European General Data Protection Regulation(“GDPR”), the US Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) Privacy and Security
Rules, 45 C.F.R. Parts 160-164, and the Health Information Technology for Economic and Clinical Health Act(“HITECH”), P.L. No. 111-005, Part I, Title XIII, Subpart D, 13401-13409, each as amended from time to time andas applicable to the Parties relating to the use of Personal Data. In this Agreement, the terms “Data Subject”,“Personal Data” and “Process/Processing” shall have the same meaning as set out under Data Protection Laws,
or where not specifically defined under Data Protection Laws, the same meaning as analogous terms in those
Data Protection Law.
Use of the Service. Customer understands and agrees that Customer’s use of the Service may involve, atCustomer’s discretion, Customer’s uploading, transmission of, creation of, or modification of Data which may
include, without limitation, Personal Data. Customer will take appropriate administrative, physical, technical andorganizational measures to prevent providing the name, date of birth, address, social security, government
issued identification number, or any other information that could directly or indirectly identify the Data Subject
whom any Personal Data was derived. In the event that Personal Data is uploaded, transmitted, created or
modified by Customer in Customer’s use of the Service, Customer will: (i) only Process the minimum amount of
Personal Data as is necessary for Customer’s lawful and ethical intended use of the Service, (ii) retain control of
the Personal Data and remain responsible for the Processing instructions Customer gives to Illumina and for
Customer’s compliance obligations under the applicable Data Protection Laws, including providing any notices
to and obtaining any consents from Data Subjects which may be required to Process Personal Data through theService, , and (iii) not Process Personal Data in violation of the Data ProtectionLaws.

b.

c.

Processing By Illumina. Customer acknowledges and agrees that any Processing of Personal Data related to theSoftware shall be governed by Illumina Data Processing Addendum for Cloud Services and Tech Support

6

Title: Illumina Master Subscription
Agreement (Cloud)Updated January 2024
and Maintenance Services (“DPA”), as updated or amended from time to time. Customer agrees that Illumina
Privacy Policy, as updated or amended from time to time, describes how Illumina Processes Personal Data forthe execution and performance of this Agreement. Customer shall be responsible for providing relevant Data
Subjects (e.g., signatories, representatives, employees) with Illumina Privacy Policy.
d.
e.

HIPAA. Customer may not transfer to the Service any Personal Health Information (“PHI”) unless Customer hasentered into a business associate agreement governing the transfer of such PHI. Upon Customer’s request,
Illumina will negotiate in good faith for a commercially reasonable business associate agreement that would
govern the transfer of such PHI into the Service. Upon mutual execution of such business associate agreement,such business associate agreement will be incorporated by reference into this Agreement. If Customer wishes tonegotiate such a business associate agreement, please contact Illumina at privacy@illumina.com. T

12.

U.S. GOVERNMENT END USERS. If Customer is a branch agency or instrumentality of the United States
Government, the following provision applies. The software and Service is a “commercial item” as thatterm 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 Governmentend users acquire the software and Service with only those rights set forth herein.

13.

EXPORT LAW. The Service, any related technology, or information provided to Customer is subject to restrictions
and controls imposed by U.S. export control laws and regulations and may be subject to applicable export orimport laws and regulations in other countries. Customer agrees not to export, re-export, transfer, distribute,release, or use the Services, any related technology, or information provided to Customer into any country or toany person or entity, or in any manner in violation of such controls or any other laws or regulations of any country,
state or jurisdiction. Customer agrees to strictly comply with all such laws and regulations and acknowledge that
Customer has the sole responsibility to obtain such licenses to export, re-export or import as may be required.

14.

GENERAL. This Agreement is governed by the laws of the State of California in the United States of America,
without regard to its conflict of laws principles. The federal and state courts of San Diego County in California will
have exclusive jurisdiction of, and venue in, in any dispute arising out of or relating to this Agreement. The United
Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. If any
provision of this Agreement is held to be unenforceable, that provision will be removed, and the remaining
provisions will remain in full force. This Agreement (including any Service Addenda hereto), any Quote and thePrivacy Documents are the complete and exclusive statement of the agreement between Customer and Illumina
with respect to the subject matter of this Agreement, and supersedes any proposal or prior agreement, oral or
written, and any other communications between Customer and Illumina in relation to the subject matter of thisAgreement. The relationship between Customer and Illumina is that of independent contractors. Neither party will
represent that it has any authority to assume or create any obligation, express or implied, on behalf of the otherparty, nor to represent the other party as agent, employee, franchisee, or in any other capacity. Customer agrees
that Illumina may delegate or subcontract any or all of its rights and obligations under this Agreement to one ormore of its affiliates and subsidiaries. Illumina invoices and other documentation may come from an Illumina
affiliate or subsidiary and Customer will honor those just as if they came directly from Illumina. There are no third
party beneficiaries to this Agreement and no term hereunder is enforceable under any law or regulation by aperson or entity who is not a party to these terms. This Agreement may not be assigned by Customer without
Illumina’s prior written consent. Illumina may freely assign this Agreement.

7Title: Illumina Master Subscription
Agreement (Cloud)Updated January 2024

SERVICE ADDENDUM TO MASTER SOFTWARE SUBSCRIPTIONAGREEMENT (CLOUD SERVICES)
BaseSpace Sequence Hub
THIS SERVICE ADDENDUM (THIS, “ADDENDUM”) TO THE MASTER SOFTWARE SUBSCRIPTION AGREEMENT (THE“AGREEMENT”) IS BETWEEN ILLUMINA, INC. AND CUSTOMER. THIS ADDENDUM IS INTENDED TO IDENTIFYADDITIONAL RIGHTS AND OBLIGATIONS OF THE PARTIES THAT ARE APPLICABLE TO THE USE OF THE SOFTWAREIDENTIFIED IN THE TITLE OF THIS ADDENDUM (THE “SUBJECT SERVICE”). THE TERMS OF THIS ADDENDUM SHALLONLY APPLY TO ILLUMINA AND CUSTOMER AND SHALL ONLY APPLY TO THE SUBJECT SERVICE, AND TO NO OTHERSERVICE OFFERINGS OF ILLUMINA. THE ACCEPTANCE OF THIS ADDENDUM AND THE AGREEMENT IS A CONDITION
TO ILLUMINA PROVIDING THE SUBJECT SERVICE. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE
THE MEANINGS GIVEN THERETO IN THE AGREEMENT. THIS ADDENDUM DOES NOT CONTAIN ALL TERMS APPLICABLE
TO THE SUBJECT SERVICE. THIS ADDENDUM SHALL HAVE NO FORCE OR EFFECT UNLESS CUSTOMER ALSO ACCEPTS
AND AGREES TO BOUND BY THE AGREEMENT. THE TERMS SET FORTH IN THE AGREEMENT AND THE OTHER
DOCUMENTS REFERRED TO HEREIN, TOGETHER WITH THIS ADDENDUM, CONTAIN THE COMPLETE AGREEMENTBETWEEN THE PARTIES. BY ACCEPTING THIS DOCUMENT, CUSTOMER REPRESENTS AND WARRANTS THAT: (i)CUSTOMER HAS FULL LEGAL AUTHORITY TO BIND CUSTOMER TO THIS ADDENDUM; (ii) CUSTOMER HAS READ AND
UNDERSTAND THE AGREEMENT AND THIS ADDENDUM; (iii) THIS ADDENDUM SUPPLEMENTS THE TERMS APPLICABLETO CUSTOMER UNDER THE AGREEMENT, AND (iv) CUSTOMER AGREES TO BE BOUND THIS ADDENDUM.
a.

Subject Service Use; Restrictions. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SUBJECT SERVICE IS NOTINTENDED BY ILLUMINA, AND HAS NOT BEEN DESIGNED BY ILLUMINA, TO BE USED FOR PATIENT CARE PURPOSES,INCLUDING WITHOUT LIMITATION, USE IN DIAGNOSING OR TREATING PATIENTS. Customer assumes the solerisk and liability for using the Subject Service, including without limitation, any services, apps, or software
provided in connection with the Subject Service for any purpose other than the conduct of research. To the
maximum extent permitted by law, Customer agrees to defend, indemnify and hold harmless Illumina, itsaffiliates, and their respective directors, officers, employees, and agents from and against any and all claims,
actions, suits or proceedings brought by a third party, and pay all losses, liabilities, damages, costs and expenses(including reasonable attorneys’ fees) arising out of or related to Customer’s use of the Subject Service, including
without limitation, Customer’s use of any services, apps, or software provided in connection with the Subject
Service for any purpose other than the conduct of research.

b.

Fees and Payment. Without limiting the terms set forth in Section 2 of the Agreement, additional services andfunctionality accessed by Customer through the Subject Service, including without limitation additional storage
and computation functionality, may be subject to additional fees, which fees shall be payable to Illumina inaccordance with payment terms set forth by Illumina. For clarity, failure to pay such fees in accordance with theAgreement may result in the consequences described in Section 10 of the Agreement.

c.

Privacy; Security.
(i)

Without limiting Section 11 of the Agreement, Customer agrees to comply with the terms of
the BaseSpace Informatics Suite Privacy Policy and Customer acknowledges and agrees that Illumina
may use the Data in connection with the Service, including providing the Services, as well as in the ways
described in the BaseSpace Informatics Suite Privacy Policy. Customer acknowledges that the Data may
be transmitted and processed outside of Customer’s state or country, unless expressly stated otherwise
in writing by Illumina, and that Illumina may use services of third parties in connection with the Subject
Service.

(ii)

When using the Subject Service, information will be transmitted over a medium that is beyond the controlof Illumina. Customer expressly assumes 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 the Subject Service.

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Title: Illumina Master Subscription
Agreement (Cloud)Updated January 2024d.

Sharing Data. The sharing feature of Subject Service allows a user to share Data with other users of the Subject
Service (the recipient is the “Sharee”). Customer is solely responsible for the decision to share Data. Customer
acknowledges that once is has shared Data it is no longer under Customer’s control and the Sharee of that Datais free to use that shared Data. For example, the Sharee of that Data may be able to download that Data to theirown computer and further disseminate that Data to others, including Illumina, even if Customer’s Data is removed
from Customer’s account or Customer disables sharing of that Data. Customer agrees that it has the authority toshare Data. Customer acknowledges that Illumina is not a party to any arrangement between Customer and any
Sharee of Data. Customer acknowledges that Illumina has no liability arising out of Customer’s sharing of Data.
Illumina has no obligation to assist Customer in resolving disputes arising from its sharing of Data.

e.

Transferring Ownership of Customer Data. The transfer of ownership feature allows Customer to transfer
ownership of its Data (and any associated rights therein) to another user of the Subject Service (the recipient iscalled the “Transferee”). When Customer transfers ownership of Data to a Transferee that Data becomes thelegal property of the Transferee as far as Illumina is concerned and Customer relinquishes all right, title, andinterest in such Data as a result of such transfer. After Customer transfers ownership, it will no longer have accessto the Data that was transferred. Customer is solely responsible for the decision to transfer ownership of Data.
Customer agrees that it has the authority to transfer ownership of Data. Customer acknowledges that Illumina is
not a party to any arrangement between Customer and any Transferee of Data. Customer acknowledges that
Illumina has no liability arising out of Customer’s transfer of ownership of Data. Illumina shall not be required to
execute or deliver any document or perform any act for the purpose of giving effect to any such transfer. Illumina
has no obligation to assist Customer in resolving any disputes arising from Customer’s transferring ownership of
Data.

f.

Receiving Data Transferred to Customer. When Customer accepts Data that another user of the Subject Service
has transferred ownership of such Data to Customer, as a Transferee, Customer becomes the owner of that Dataand it becomes Customer’s legal property as far as Illumina is concerned. Customer is solely responsible for thedecision to accept the transfer of ownership of another user’s Data. Customer agrees that it has the authority toaccept ownership of Data transferred to Customer. Customer acknowledges that Illumina has no liability arisingout of Customer accepting the transfer of ownership of another user’s Data. Illumina shall not be required to
execute or deliver any document or perform any act for the purpose of giving effect to any such transfer. Illumina
has no obligation to assist Customer in resolving any disputes arising from such transfer. In addition, once
Customer accepts such transfer Customer is responsible for all costs associated with the Data (e.g., storage,transfer costs) and complying with the terms of this Agreement with respect to the Data.

g.

Apps; Third Party Content; Software.
(i)

The Subject Service may include access to software, services, and applications offered by Illumina or third
parties (“App(s)”) (e.g., a data analysis application). It is Customer’s choice to use an App, and each App
used by the Customer will be part of the Subject Service for this Agreement. The Apps may require that
Data be transmitted, processed, or stored outside of the Subject Service. Customer understands andagrees that Apps may have different or additional terms of use and privacy policies that apply from thosethat apply to the Subject Service, and Customer must accept any such different or additional terms inorder to use such Apps. In the event Illumina is aware an App will no longer be available through the
Subject Service, Illumina shall use commercially reasonable efforts to provide prior notice of such nonavailability, which notice may be provided by means of posting on the Subject Service user interface.

(ii)

Illumina is not responsible for the content of any third party links, websites, or resources referenced,
including without limitation, third party Apps, during Customer’s use of the Subject Service.

(iii)

Customer may have access to, use, and/or download software or code, other than Apps, when using
Subject Service (e.g., automatic downloads, code used in Customer’s browser, etc.) (“Software”). If the
Software is provided by Illumina and the Software does not have its own end user license agreement,
Illumina gives Customer a personal, non-transferable, non-assignable, non-exclusive license to use theSoftware in connection with Customer’s use of the Subject Service. The terms of this Agreement will9

Title: Illumina Master Subscription
Agreement (Cloud)Updated January 2024
apply to such Software. Some Software may be provided by a third party and that third party may require
Customer to agree to terms of use or license terms applicable to their software. Customer must agree tosuch terms of use or license in order to use such third party Software. Some of the Software may beoffered under an open source license. There may be provisions in such open source license that expressly
override some of the terms of the Agreement or this Addendum. If that is the case, only those terms of
the Agreement or this Addendum, as applicable, that are in conflict with the open source license will beoverridden.

(i)

In addition to the above, some Apps include the following third party content as listed below.
1.

DRAGEN Targeted Microbial App. Includes the following third party content published toprotocols.io and licensed under the CC BY 4.0 License:

Nicholas F.G. Chen*, Luc Gagne*, Matthew Doucette, Sandra Smole, Erika Buzby, Joshua Hall, StephanieAsh, Rachel Harrington, Seana Cofsky, Selina Clancy, Curtis J Kapsak, Joel Sevinsky, Kevin Libuit, Mallery
I Breban, Chrispin Chaguza, Nathan D. Grubaugh, Daniel J. Park, Glen R. Gallagher#, Chantal B.F.
Vogels# 2022. Monkeypox virus multiplexed PCR amplicon sequencing (PrimalSeq) .
protocols.io
https://dx.doi.org/10.17504/protocols.io.5qpvob1nbl4o/v4Version created by Nathan D Grubaugh
Chantal Vogels, Chrispin Chaguza, Mallery I Breban, Afeez Sodeinde, Abigail J. Porzucek, Nathan D
Grubaugh, Emma Taylor-Salmon 2023. DengueSeq: A pan-serotype whole genome ampliconsequencing protocol for dengue virus.
protocols.io
https://dx.doi.org/10.17504/protocols.io.kqdg39xxeg25/v2
Version created by Nathan D Grubaugh

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