AmplideX® PCR/CE Reporter Software As A Service Agreement

BY CLICKING "ACCEPT" , ACCESSING OR USING THE SERVICE (AS DEFINED BELOW), OR PLACING A PURCHASE ORDER FOR THE SERVICE , YOU OR THE ENTITY YOU ARE BINDING (" CUSTOMER ") ARE ACCEPTING AND AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW (THIS " AGREEMENT "). THIS AGREEMENT REPRESENTS A BINDING CONTRACT BETWEEN CUSTOMER AND ASURAGEN, INC. (" ASURAGEN ") FOR CUSTOMER'S USE OF THE AMPLIDEX ® PCR/CE REPORTER SOFTWARE AS A SERVICE , TOGETHER WITH ANY PUBLISHED USER GUIDE AND/OR TECHNICAL MANUAL FOR THE SOFTWARE AS A SERVICE OFFERING (THE " SERVICE ") . IF CUSTOMER DO ES NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICE .

RESTRICTED ACCESS TO THE SERVICE IS PROVIDED TO CUSTOMER SOLELY FOR THE PURPOSE OF PRODUCT EVALUATION OR TRAINING USE WITH THE ASSOCIATED ASURAGEN AMPLIDEX ® ASSAY PRODUCT S (THE " AMPLIDEX PRODUCTS ") . THE SERVICE IS NOT FOR USE IN DIAGNOSTIC OR THERAPEUTIC PURPOSES OR PROCEDURES .

THIS AGREEMENT CONTAINS LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTY, AND OTHER IMPORTANT TERMS. PLEASE READ IT CAREFULLY BEFORE PROCEEDING.

IF CUSTOMER IS ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF CUSTOMER'S EMPLOYMENT OR CONTRACT WITH AN ENTITY (E.G., A CORPORATION, LIMITED LIABILITY COMPANY, OR PARTNERSHIP), (A) CUSTOMER REPRESENTS THAT IT HAS THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT, AND (B) "CUSTOMER," AS USED IN THIS AGREEMENT, REFERS TO YOU AND THAT ENTITY.

TO THE EXTENT CUSTOMER PROVIDES ANY PERSONAL INFORMATION TO ASURAGEN IN CONNECTION WITH ITS USE OF THE SOFTWARE, SUCH PERSONAL INFORMATION AND CUSTOMER'S USE OF THE SERVICE WILL ALSO BE SUBJECT TO THE PRIVACY POLICY AVAILABLE ON ASURAGEN'S WEBSITE AT WWW.ASURAGEN.COM (" PRIVACY POLICY "), WHICH EXPLAINS HOW ASURAGEN WILL HANDLE SUCH PERSON AL INFORMATION THAT CUSTOMER PROVIDE S , IF ANY, THROUGH CUSTOMER'S USE OF THE SERVICE . THE PRIVACY POLICY AND ANY POSTED TERMS OR GUIDELINES OR LEGAL DISCLAIMERS IN ANY PURCHASE ORDER ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT.

1. License and Restrictions of Use. Subject to the terms and conditions of this Agreement and for as long as Customer remains a purchaser of the Amplide X Products , Asuragen grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service and to display, analyze and otherwise manipulate data generated by the use of the Amplide X Products and the Service subject to the restrictions and obligations set forth in this Agreement . Customer shall not, and shall not permit any third party to: (a) alter, disassemble, decompile, prepare derivative works of, copy, modify, reverse engineer, re-transmit , or otherwise attempt to gain access to the source code of any component of the Service ; (b) lease, license, sublicense, rent, transfer, publish, disclose, display, sell , or otherwise make available any component of the Service to others; (c) remove, obscure, or alter any text, copyright, or other proprietary notices contained in the Service ; (d) use the Service with third party products or data from third party products other than the Amplide X P roduct s or third party software provided with the Service ; ( e ) build or benchmark a competitive product or service, or copy or imitate part or all of the design, layout, features, functions, graphics or look-and-feel of the Service , which are protected by Intellectual Property Rights; ( f ) knowingly or negligently use the Service in a way that abuses, disables, interferes with, or disrupts Asuragen's networks, other customer and/or user accounts, or the Service generally; ( g ) engage in activity that is illegal, fraudulent, false, or misleading, or use the Service in violation of any other policy, regulation, rule, or applicable law; ( h ) transmit through the Service any material that may infringe the Intellectual Property Rights , privacy, or other rights of third parties; ( i ) intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature ; (j) distribute, sell, rent, lease, or use the Service for time sharing, service bureau, hosting, service provider, or like purposes; or ( k ) use the Service to process protected health information (as that term is defined and understood under the Health Insurance Portability and Accountability Act of 1996). Customer agree s to comply fully with all export laws and restrictions , regulations , and rules of the United States or applicable foreign agencies or authorities, and not to export or re - export the Service in violation thereof. USE OF THE SERVICE BY ITSELF OR WITH THE AMPLIDEX PRODUCTS OR ANY THIRD PARTY PRODUCTS FOR DIAGNOSTIC OR THERAPEUTIC PURPOSES OR PROCEDURES IS STRICTLY PROHIBITED AND CUSTOMER AGREE S NOT TO DO SO. Customer agrees to promptly report to Asuragen any violations of these provisions by Customer of which Customer is aware .

2. Authorized User. Customer represents and warrants that (i) it is a purchaser of the Amplide X Products; (ii) it will, and will cause its authorized users to, only use the Service in connection with Amplide X Products; and (iii) it will, if applicable, comply with all restrictions on use stipulated by Asuragen with respect to the Service, including any limitations on the number of authorized users of the Service .

3. Customer Data. Customer represents and warrants that (a) it possesses all necessary rights in the information and data that will be made available to Asuragen through the Service (" Customer Data ") in order for Asuragen to process such Customer Data in the manner contemplated herein; (b) Customer Data does not infringe upon, misappropriate or otherwise violate any third party's Intellectual Property Rights , privacy rights or other rights ; and ( c ) Asuragen's use of any Customer Data in the manner contemplated herein does not and will not violate any applicable law , rule or regulation, including any such law, rule or regulation pertaining to data protection or data privacy.

Asuragen is not responsible for the accuracy, completeness or integrity of Customer Data. Asuragen does not warrant the accuracy or completeness of data in reports generated using Customer Data, and Customer is solely responsible for data validation in any reports designed or generated by Customer using the Service . ASURAGEN EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR THE RESULTS OBTAINED THROUGH REPORTS DESIGNED OR GENERATED BY CUSTOMER USING THE SERVICE 'S REPORTING FUNCTIONALITIES.

For the sole purpose of enabling Asuragen to provide Customer with the Service and to perform any maintenance, support or professional services provided by Asuragen , Customer grants to Asuragen the right to use, process, transmit, host, copy, and display any Customer Data in accordance with this Agreement .

1. Data Security and Service Access . Asuragen has implemented commercially reasonable technical and organizational measures designed to secure Customer Data.

Customer acknowledges that Customer provides Customer Data at Customer's own risk. Customer acknowledges that Customer is solely responsible for taking any additional measures it deems advisable or appropriate to secure and back up its systems to prevent any loss of files or Customer Data. Customer is additionally responsible for any malicious code and/or vulnerabilities and the consequences of such malicious code and/or vulnerabilities arising from Customer Data, including any viruses, Trojan horses, worms or other programming routines contained in Customer Data that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data. Customer is responsible, at its sole cost and expense, for providing its own Internet access and all communications equipment, computer systems, Service , and other materials (" Computer Systems ") necessary for it to access and use the Service . Customer is solely responsible for the security of its own Computer Systems and the security of its access to and connection with the Service . Customer will have a unique and assigned user ID and password to access the Service (" Access Credentials ") , and Customer will use only their respective Access Credentials and not those of another Customer . Customer is responsible for maintaining the security and confidentiality of its A ccess C redentials for the use of the Service . Customer shall not disclose or make available its A ccess C redentials to other s , shall use best efforts to prevent unauthorized access to or use of the Service , and will promptly notify Asuragen of any unauthorized use, loss or theft of its A ccess C redentials or any other known or suspected breach of security. In the event Customer makes such Access C redentials available to any third party, Customer shall be solely liable for all actions taken by such third party.

1. Included Third Party Software . This Service uses third party software components that are each subject to their own license terms. Copies of those licenses are included with the Service . Please consult those licenses for additional information concerning these third party terms applicable to those components.

2. Ownership . Except for the limited right to access and use the Service granted herein, as between Asuragen and Customer, Asuragen retains all right, title and interest in the Service and all Intellectual Property Rights (as defined below) embodied therein. Except as expressly provided in this Agreement, Asuragen does not grant any express or implied rights to use the Service . The Service is licensed and not sold. " Intellectual Property Rights " means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, and any other intellectual and proprietary rights.

3. Feedback. Asuragen may use, disclose, and exploit any and all suggestions, ideas, recommendations, enhancement requests, corrections, improvements, modifications, error identifications, or other information provided by Customer to Asuragen related to the Service or any other products or services, and any data or information relating to Customer's use of the Service (collectively, " Feedback "), including to improve the Service and to develop, market, offer, sell or provide other products or services, without restriction and without accounting to Customer. Asuragen shall be the sole and exclusive owner of all improvements, updates, modifications, or enhancements made to the Service , whether or not conceived or made as a result of Feedback hereunder, and of all Intellectual Property Rights therein (collectively, the " Improvements "), and no right, title or interest in or to the Improvements is expressly or impliedly granted to Customer hereunder. To the extent Asuragen does not automatically own any right, title or interest in and to the Feedback or Improvements , Customer hereby agrees to assign and does hereby assign to Asuragen all right, title and interest in and to the Feedback and Improvements. Customer acknowledges and agrees that Asuragen is free to incorporate into any commercial products and services any Feedback suggested by Customer or Improvements, and that Customer has no right to object thereto or to receive any form of compensation derived therefrom.

4. Upgrades . Asuragen, at its sole discretion , for any reason, and at any time , may provide u pgrades , updates, or patches to the Service . Customer is required and hereby agrees to accept , download, and implement all patches, bug fixes, updates, upgrades, maintenance and service packs (collectively, " Patches ") necessary for the proper function and security of the Service as such Patches are generally released by Asuragen. Customer shall only have the right to use the latest version of the Service that incorporate the most recent Patches that Asuragen makes available. Asuragen expressly disclaims any obligation to support versions of the Service other than the most current version that includes the most recent Patches.

5. Support . Asuragen provides limited support to users of the Service . Asuragen may provide telephone support during normal business hours to assist Customer in using the Service and troubleshooting issues. Asuragen does not provide backup systems, hardware, Service or processes for the storage and retrieval of Customer Data to/from systems or devices.

6. Fees and Payment. To the extent Customer is charged fees for the Service , all such fees are payable in advance according to the terms and conditions set out in the applicable purchase order, subscription plan, or other purchase agreement between Customer and Asuragen. Failure to pay such fees will revoke Customer's rights under this Agreement.

7. MEDICAL ADVICE DISCLAIMER . ASURAGEN IS NOT ENGAGED IN RENDERING MEDICAL, CLINICAL, OR OTHER HEALTH-RELATED ADVICE. IF MEDICAL OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT MEDICAL PROFESSIONAL SHOULD BE SOUGHT. CUSTOMER ASSUMES ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS MADE OR ADVICE GIVEN AS A RESULT OF THE USE OF THE SERVICE AND FOR THE SELECTION OF THE SERVICE TO ACHIEVE CUSTOMER'S INTENDED RESULTS.

8. DISCLAIMERS OF WARRANTIES. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY THIRD PARTY SOFTWARE IS PROVIDED BY ASURAGEN "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND DEFECTS AND WITHOUT ANY OTHER WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ASURAGEN MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICE WILL BE EFFECTIVE, ACCURATE OR RELIABLE; OR (C) ANY ERRORS OR DEFECTS IN THE SERVICE WILL BE CORRECTED. ASURAGEN SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM CUSTOMER'S USE OF THE SERVICE . CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND ASURAGEN'S AND ITS LICENSORS' SOLE LIABILITY AND RESPONSIBILITY FOR BREACH OF WARRANTY RELATING TO THE SERVICE OR DOCUMENTATION SHALL BE LIMITED TO THE PROVISION OF A REPLACEMENT COPY OF THE SERVICE . NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ASURAGEN OR AN ASURAGEN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

9. LIMIT OF LIABILITY . TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ASURAGEN , OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING THE SERVICE , BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, LOSS OF DATA , LOSS OF REVENUE OR LOST PROFITS OR DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO CUSTOMER'S RECORDS, PROGRAMS OR SERVICES , WHETHER OR NOT FORESEEABLE OR IF ASURAGEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S USE OF THE SERVICE . THE ENTIRE LIABILITY OF ASURAGEN , ITS AFFILIATES AND ITS LICENSORS UNDER THIS AGREEMENT , OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE , WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), INDEMNIFICATION OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE ONE HUNDRED DOLLARS (US$100 .00 ). THESE LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Indemnification . Customer, at Customer's sole expense, will defend Asuragen, its affiliates and its and their respective directors, officers, employees, contractors, and agents (collectively, " Indemnitees ") from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), and claims (groundless or otherwise) (" Claims "), and indemnify and hold the Indemnitees harmless from and against any and all damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys' fees, expert witnesses' costs and fees, costs, penalties, interest and disbursements), in each case arising out of or resulting from (i) Customer's negligence or misconduct; (ii) Customer's access or use of the Service or any third party software provided by Indemnitees; (iii) Customer's failure to comply with any obligations contained in the Agreement; (iv) Customer's infringement, misappropriation or other violation of any Intellectual Property Rights; or (v) Customer's violation of laws, regulations, rules or third party rights, including any breach of data privacy Claim by a third party or any Claim by a third party alleging that Customer Data (or other materials , software, or services provided by Customer) infringes, or misappropriates, or violates the Intellectual Property Rights of a third party or violates applicable law s, regulations, or rules . Without limiting the foregoing, this indemnification applies to any prohibited use of the Service and the use or disclosure of protected health information as that term is defined and understood under the Health Insurance Portability and Accountability Act of 1996. Notwithstanding the foregoing, an Indemnitee shall have the right, but not the obligation, to participate in the defense or settlement of any Claim at such Indemnitee's expense. Customer shall not settle any Claim without Asuragen's prior written consent unless, as a condition of such Claim, Asuragen is fully and unconditionally released from all liability as a result thereof. Asuragen shall provide Customer prompt written notice of any Claim; provided , however , that Asuragen's failure to provide such notice shall not relieve Customer of its obligations under this Section 1 4 , and solely to the extent, Customer is prejudiced as a result thereof.

11. Confidentiality . Customer shall hold Asuragen's Confidential Information (as defined below) in confidence and use only to exercise Customer's rights and fulfill its obligations under this Agreement. Customer shall not disclose Confidential Information to any third party without Asuragen's prior written consent. Customer will use reasonable care to protect against disclosure of Asuragen's Confidential Information to parties other than the recipient's employees, affiliates, agents, or professional advisors (" Representatives ") who need to know it and who have a legal obligation to keep it confidential. Customer will ensure that Customer's Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, Customer may disclose Asuragen's Confidential Information to the extent required by applicable legal process; provided that the Customer use commercially reasonable efforts to: (a) promptly notify Asuragen of such disclosure before disclosing, to the extent permitted by law, and (b) comply with Asuragen's reasonable requests regarding its efforts to oppose the disclosure. " Confidential Information " means any information disclosed by Asuragen that , by the nature of such information or the circumstances surrounding its disclosure , should be reasonably considered confidential.

Customer may not make any public announcements or statements regarding Asuragen, the Service or this Agreement without the prior written consent of Asuragen. Asuragen reserves all rights to make such public statements, and Customer agrees to cooperate with Asuragen, to the extent Asuragen requests Customer to do so: (i) in providing oral and/or written references to Asuragen prospective customers; (ii) in preparation of any press release announcing a relationship between Customer and Asuragen; (iii) in providing oral and/or written references to press and industry analysts; and (iv) in delivering pre-approved quotations to be used in Asuragen sales and marketing materials. Asuragen may include Customer's tradename and logo on publicly displayed customer lists (including Asuragen's websites).

Customer hereby acknowledges and agrees that a breach of this Section 15 would cause irreparable harm and

that Asuragen shall be entitled to seek equitable relief from such breach.

1. U.S. Government End Users . The Service is a " commercial item, " as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of " commercial computer Service " and " commercial computer Service documentation, " as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire the Service with only those rights set forth herein.

2. European Union-based End Users . If this Service is used within a Member State of the European Union, nothing in this Agreement shall be construed as restricting any non- derogable rights available under the national law of any Member State which implements Directive 2009/24/EC of the European Parliament and the Council of the European Union (replacing Council Directive 91/250/EEC of 14 May 1991).

3. Termination . This Agreement will automatically terminate in the event Customer breach es any of its terms . Customer may terminate this Agreement by discontinuing its use of the Service and , if applicable, removing all copies of the Service from its computers and storage media. Asuragen may terminate this Agreement for any reason or no reason at all by providing Customer with notice of termination. Upon termination, Customer will immediately cease use of the Service and , if applicable, remove all copies of the Service from Customer's computers and storage media , and promptly delete or return any Confidential Information .

4. Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, exclusive of its provisions on the conflict of laws. Customer and Asuragen hereby expressly agree and do agree that this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or any Uniform Commercial Code . The State and Federal courts located in Travis County, Texas shall have exclusive jurisdiction and venue over any dispute arising out of relating to this Agreement. Customer hereby agrees and does agree that jurisdiction and venue are proper to the State and Federal courts located in Travis County, Texas.

5. General Provisions

   1. Distribution and Support . Asuragen reserves the right at any time to cease the distribution and support of the Service , or to remove or alter any of its features, capabilities, and functions.

   2. Entire Agreement; Modifications; Waiver. This Agreement, together with any applicable purchase order or agreement between Customer and Asuragen , contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. This Agreement may be modified by Asuragen at any time, provided Asuragen shall notify Customer of such modification by electronic or regular mail. The modified Agreement will be deemed accepted by Customer if Customer continue s to use the Service after Customer receive s the notification from Asuragen. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach.

   3. Assignment . Asuragen may assign this Agreement in the event of a merger, change of control, or sale of substantially all of its assets to which this Agreement relates.

   4. Severability . If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.

   5. Survival. The provisions set forth in Sections 1 (except that the license to the Service shall not survive), 2, 3, 4, 5, 6, 7, 8 , 10, 11, 12, 13, 14, 15, 16, 17, 1 8 , 19 , and 20 of this Agreement shall survive termination or expiration of this Agreement and any applicable license hereunder.

   6. Construction; Headings. In this Agreement, (a) "hereunder," "hereof," "hereto" and words of similar import are references to this Agreement as a whole and not to any particular provision of this Agreement; and (b) the word "including" (in its various forms) means "including without limitation". The headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meanings or interpretation of, this Agreement.

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