Terms of Service

Updated February 2025

Acceptance of the Terms of Service.

These terms of use are entered into by and between you and Seonix and its affiliates (“Seonix”, “we”, or “us“). The following terms and conditions, together with any documents that expressly incorporate by reference (collectively, “Terms of Service”), govern your access to and use of the cloud-based Seonix Clinician Portal located at portal.seonixbio.us, including any content, functionality, and services offered on or through the cloud-based portal (the “Seonix Clinician Portal“), and any other website, application, interface, or software-as-a-service solutions made available by Seonix through a website or online portal owned, operated, licensed, or controlled by Seonix. For avoidance of doubt, these terms include SightScore genetic testing services and associated results and your use of the SightScore genetic testing kit(s) used when referring patients for the SightScore genetic testing services. Such services, features and kits, are collectively referred to herein as “Services”. Unless explicitly stated otherwise, any new feature that augments or enhances the current Services shall be subject to these Terms of Service. Please read these Terms of Service carefully before you start to use or access the Services. By using or accessing the Services or by clicking to Continue or Login, you accept and agree to be bound and abide by these Terms of Service, Terms of Use, found at www.seonixbio.com/terms-of-use/, our Privacy Notice, found at www.seonixbio.com/privacy-notice/, and our US Consumer Health Data Privacy Policy, found at www.seonixbio.com/us-consumer-health-data-privacy-policy/ which are incorporated herein by reference. If you do not want to agree to these Terms of Service, Terms of Use, Privacy Notice or US Consumer Health Data Privacy Policy, you must not access or use the Services. The Services are offered and available to users who are: (i) 18 years of age or older, and (ii) a licensed and registered healthcare provider under the laws of the state, country, and/or jurisdiction in which you engage in the practice of medicine. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Seonix and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

THE PERSON ACCEPTING THESE TERMS ON BEHALF OF A BUSINESS OR A LEGAL ENTITY (REFERENCED AS “YOU” HEREUNDER), WHETHER PURSUANT TO EXECUTION OF ANY AGREEMENT, ACCESS OR USE OF ANY SERVICES, HEREBY REPRESENTS AND WARRANTS THAT SUCH PERSON HAS THE AUTHORITY TO BIND THAT BUSINESS OR LEGAL ENTITY TO THESE TERMS OF SERVICE AND THAT SUCH PERSON’S AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS OR LEGAL ENTITY. FOR THE AVOIDANCE OF DOUBT, “YOU” REFERS HEREIN TO THAT BUSINESS OR LEGAL ENTITY.

Changes to the Terms of Service.

Seonix may revise and update these Terms of Service from time to time. All changes are effective immediately when Seonix posts them here and apply to all access to and use of the Services thereafter. If Seonix makes changes to these Terms of Service it deems material, Seonix will use reasonable efforts to notify you. Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. You agree to read this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Services and Account Security.

To use some of the Services, you may be asked to provide certain registration details or other information to create a Portal user account (“Account”). It is a condition of your use of the Services that all the information you provide is correct, current, and complete. You agree that all information you provide to create and register your Account, including, but not limited to, through the use of any features of the Services, is governed by Seonix’s Privacy Notice at www.seonixbio.com/privacy-notice/, and you consent to all actions Seonix takes with respect to your information consistent with our Privacy Notice. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. Seonix has the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Service.

Authorized Users.

You shall identify to Seonix your employees, contractors and agents that will be provided password- protected access to the Services (the “Authorized Users”). You are responsible for compliance by your affiliates and each Authorized User with these Terms of Service. You acknowledge and understand that all Authorized Users will have access to all information and data, including without limitation your patient’s information, in your account, and you are solely responsible for their access and use of the information. You are responsible for notifying Seonix when Authorized Users are no longer authorized to have access to your Account and requesting that Seonix revoke each such Authorized User’s account privileges. You shall notify Seonix immediately of any unauthorized use of any password or account or any other known or suspected breach of security or misuse of the Services. You are responsible for the use of the Services by any and all employees, contractors, or other users that you allow to access the Services. You shall implement appropriate safeguards to ensure that Authorized Users do not share passwords or access information with each other or anyone else.

Description of Services.

Seonix provides a non-exclusive, non-transferable right to access and use the Services in accordance with any documentation and instructions provided by Seonix for the purpose of ordering and receiving SightScore test results.

Seonix Clinician Portal: The Seonix Clinician Portal is a web based portal for healthcare providers to refer patients for a SightScore test and access, view and download their test reports.

Use Restrictions.

You shall not directly or indirectly, nor permit any party, including without limitation Authorized Users, to, do any of the following: (i) copy, modify, create derivative works of, publish, license, sublicense, sell, market, distribute or otherwise commercially exploit the Services; (ii) reverse engineer, decompile, disassemble or otherwise attempt to gain access to the source code from the Services; (iii) use the Services or associated documentation in violation of export control laws and regulations; (iv) remove any proprietary or legal notices from the Services documentation or any other Seonix materials furnished or made available hereunder; (v) access the Services in order to (y) build a competitive product or service, or (z) copy any features, functions, content or graphics of the Services; (vi) make the Services available to anyone other than Authorized Users; (vii) sell, resell, rent or lease the Services, including, without limitation, use the Services on a service bureau or time sharing basis or otherwise for the benefit of a third party; (viii) use the Services to store or transmit malicious code; (ix) interfere with or disrupt the integrity or performance of the Services or any data contained therein; (x) attempt to gain unauthorized access to Services or their related data, systems or networks; (xi) publish or disclose to third parties any evaluation of the Services without Seonix’s prior written consent; (xii) publish or disclose to third parties any data or information on your results from using the Services, without Seonix’s prior written consent; (xiii) perform vulnerability, load or any other test of the Services without Seonix’s prior written consent; or (xiv) use the Services in any manner or for any purpose that infringes or misappropriates any intellectual property right or other right of any person, or that violates any applicable laws or regulations. You are solely responsible for the accuracy, quality, integrity and legality of all electronic data or information submitted by you to the Services.

Clinic Representation and Warranties.

a. You represent and warrant that (i) you are, and shall remain, duly licensed and registered, and in good standing under the laws of the state, country, and/or jurisdiction in which you practice, to engage in the practice of medicine, and that said license and registration have not been suspended, revoked, or restricted in any manner; (ii) you shall at all times render services to patients in a competent, professional, and ethical manner, in accordance with prevailing standards of medical practice and material compliance with all applicable statutes, regulations, rules, orders, and directives of any and all applicable governmental and regulatory bodies having competent jurisdiction.

b. You represent and warrant that you will comply with all applicable laws, rules, or regulations (“Applicable Laws”), including, but not limited to, the federal Physician Self-Referral Law, 42 U.S.C § 1395nn, and the regulations promulgated thereunder (together, the “Stark Law”), similar state physician self-referral laws and regulations (together with the Stark Law, the “Self-Referral Laws”), the federal Medicare/Medicaid Anti-kickback Law and regulations promulgated thereunder (the “Federal Anti-kickback Law”) and similar state Anti-kickback laws and regulations (together with the Federal Anti-kickback Law, the “Anti-kickback Laws),” the Health Insurance Portability and Accountability Act (“HIPAA”) privacy regulations, the standard transactions regulations and security regulations (as of the effective dates of those regulations), and any similar laws or regulations applicable to the state, country, and/or other jurisdiction in connection with your use of the Services. Failure to comply with any Applicable Law shall be considered a material breach of this Agreement and in the event of such a failure, Seonix shall have the right to terminate this Agreement at any time. Accordingly, the parties agree that Seonix has not conditioned your access to the Services upon any agreement by you to purchase, use or recommend or influence another person’s decision to purchase or use any product or service offered by Seonix or any affiliate of Seonix.

c. Each party represents and warrants that it and its affiliates, employees, subcontractors, consultants, officers, and directors: (a) are not ineligible to participate in any federal and/or state healthcare programs or federal procurement or non-procurement programs (as that term is defined in 42 U.S.C. § 1320a-7b(f)); (c) are not disqualified by any government or regulatory authorities from performing specific services, and are not subject to a pending disqualification proceeding; and (d) have not been convicted of a criminal offense related to the provision of healthcare items or services and are not subject to any such pending action. Each party will notify the other party immediately if the notifying party, its affiliates, any employees, subcontractors, consultants, officers and directors, as applicable, is subject to the foregoing, or if any action, suit, claim, investigation, or proceeding relating to the foregoing is pending, or to the best of the notifying party’s knowledge, is threatened.

d. You represent and warrant that you shall maintain commercial general liability and professional liability insurance or self-insurance in amounts adequate to cover your respective acts and omissions, consistent with industry standards. In the event that any insurance coverage is “claims made,” you agree that if the coverage is discontinued or terminated at any time during or after the term of this Agreement, you shall purchase extended reporting insurance (“tail coverage”) to cover all claims made.

e. By providing the patient’s mobile phone number to Seonix, you represent and warrant that the patient has consented to receive text messages from Seonix.

f. You represent and warrant that your use of the Services, including any disclosure and request of patient information, is for treatment purposes and/or as otherwise permitted by all applicable laws and regulations.

g. You represent and warrant to comply with any Seonix instructions provided to you through the Seonix Clinician Portal or otherwise.

Clinic Requirements.

Patient Consent: You agree that you shall secure all necessary and legally required informed consents, authorizations, approvals, and permissions required by applicable law, including but not limited to the privacy laws of the jurisdictions applicable to your patient(s), for Seonix to perform the Services.  You agree that, prior to or concurrently when referring a patient for a SightScore test, the Clinic will: (1) explain the purpose of the test to the patient; (2) allow the patient ample opportunity to ask questions and gain clarity regarding the SightScore test, the SightScore process, sample retention, data collection and process, and the SeonixBio Patient Consent Form; (3) ensure proper consent it obtained by each patient to allow for the collection and processing of patient genetic materials, biometric material, personally identifiable information, and personally identifiable health information.

Payment: You agree that you will explain to the patient the cost of the Testing Service.

Regulatory: You understand and agree (1) the samples collected are processed by an independent clinical laboratory certified under the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”); (2) the Testing Kids are not intended to diagnosed treat, cure or prevent any disease; (3) Testing Kits obtained through Seonix have not been cleared or approved by the U.S. Food and Drug Administration (FDA). Although the FDA does not currently clear or approve laboratory-developed tests in the U.S., certification of the laboratory is required under CLIA to ensure the quality and validity of the tests.

Testing Kits: You will make best efforts to use Testing Kits with the closest expiration date. You agree to store the SightScore kits in a dry place at a temperature of between 15C and 25C (59-77F).

Advertising Guidelines and Regulations: You must follow and comply with any Federal or State advertising guidelines or regulations that are relevant to the SightScore clinical testing service.

Facilities and Equipment: You must provide, at its own expense, the facilities, computers and devices, network, and other equipment required for use of the SightScore test and Seonix Clinician Portal.

Not Prescriptive.

The Services may include clinical decision support tools designed for use by healthcare professionals only to assist you in the delivery of medical care. They should not be viewed as prescriptive or authoritative. Any medication or surgical decisions should be made by a qualified healthcare professional. You alone are responsible for all decisions, acts, and omissions of any persons in connection with the delivery of medical care or other services to any patients. The physician, optometrist or other licensed prescribing professional must consider numerous considerations unique to each patient before deciding what treatment to offer, modify or discontinue. Only the physician can make a complete assessment of the patient and judge the relevance of the information provided in the report to the actual clinical situation. Any adverse outcome connected with following or not following the recommendations found in reports generated using the Services is your responsibility.

Term and Termination.

These Terms of Service are effective when you use or access the Services and remain in effect until these Terms of Service are terminated. Either party may terminate these Terms of Service or your access to the Services at any time, with or without cause, by providing written notice.

Changes to Services.

Seonix reserves the right, in its sole discretion, to make any changes to the Services without prior notice that it deems necessary or useful to (a) maintain or enhance: (i) the quality or delivery of the Services to its clients; (ii) the competitive strength of or market for the Services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable laws and regulations. If any such change causes a material reduction in the entire functionality of the Services, you may terminate these Terms of Service with respect to such Service by providing Seonix with prior written notice within thirty (30) days after such change is made.

Suspension of Services.

Seonix may, in its discretion, suspend or terminate access to the Services in the event that: (i) you or an Authorized User or any third party engages in activities that Seonix reasonably deems a risk to the security or integrity of Seonix, the Services, or that are prohibited pursuant to these Terms of Service; (ii) you fail to pay fees, charges, or any expenses owed to Seonix (if applicable); (iii) you fail to comply with any of these Terms of Service; or (iv) in Seonix’s reasonable opinion it is required to do so by applicable law or regulation. In each case, Seonix shall provide prior notice if practicable, and otherwise prompt notice after the fact. Such suspension will only remain in effect for the duration Seonix deems necessary to address the applicable issue.

Intellectual Property Rights.

The Services and its entire contents, features, and functionality (including but not limited to all information, SightScore kit box and contents, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Seonix, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Seonix owns all rights, title, and interest in and to the Services and all intellectual property rights therein worldwide, along with any improvements or modifications thereto. You acknowledge that the limited rights granted under these Terms of Service do not provide you with title to or ownership of the Services, any deliverables, any customizations thereto, or any intellectual property therein. For clarity, no right or license to either party’s intellectual property is granted pursuant to these Terms of Service except for the limited rights expressly granted in these Terms. In the event that you provide comments or feedback relating to Seonix, the Services, deliverables, or any of its products or services (“Feedback”), any such Feedback shall be owned exclusively by Seonix.

Confidentiality.

In connection with performance of the Services, you may access or receive certain Seonix information, including, but without limitation, the contents, features, functionality and software manuals, software, application program interfaces, policies and procedures, financial data, and pricing information (“Confidential Information“). To the extent you receive such information, you recognize and agree that any such Confidential Information constitutes Seonix confidential and/or proprietary information. You agree to protect the confidentiality of such Confidential Information and guard it against disclosure to third parties with at least the same degree of care you use to protect the confidentiality of your own Confidential Information, but in no event less than a reasonable degree of care. You agree not to disclose, distribute, assign or compromise the Confidential Information in any manner during the term of these Terms of Service or at anytime thereafter. When disclosure is required, you shall provide Seonix with notice of the intended disclosure and take all reasonable steps to limit the extent of the disclosure to the minimum required to comply with your legal obligations. You will have no obligation with respect to any Confidential Information that is or becomes publicly available without fault of your own.

Third-Party Content and Links.

The Services may contain third-party-owned content (e.g., articles, data feeds, abstracts, etc.) and may also include hypertext links to third-party-owned websites. We provide such third-party content and links as a courtesy to our users. We have no control over any third-party owned-websites or content referenced, accessed by or available through the Services and, therefore, we do not endorse, sponsor, recommend or otherwise accept any responsibility for such third party websites or content or for the availability of such web sites. IN PARTICULAR, WE DISCLAIM ANY LIABILITY ARISING OUT OF ANY ALLEGATION THAT ANY THIRD-PARTY-OWNED CONTENT (WHETHER PUBLISHED ON THIS, OR ANY OTHER, WEBSITE) INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ANY LIABILITY ARISING OUT OF ANY INFORMATION OR OPINION CONTAINED ON SUCH THIRD PARTY WEB SITE OR CONTENT. If you link to third-party sites or content from Seonix, we encourage you to consult the policy statements of each site you visit.

Disclaimer of Warranties.

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. SEONIX DISCLAIMS ANY AND ALL REPRESENTATIONS AND EXPRESS AND IMPLIED WARRANTIES IN RELATION TO THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability.

SEONIX AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF THE OTHER ARISING OUT OF ANY PERFORMANCE OF THE SERVICES OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THESE TERMS OF SERVICE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF SEONIX AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE LESSER OF: (i) AMOUNT YOU HAVE PAID TO THE COMPANY IN THE LAST THREE MONTHS FOR THE APPLICABLE SERVICE OUT OF WHICH LIABILITY AROSE OR (ii) $1,000.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct or death or bodily injury caused by the Services.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification.

You shall defend, indemnify, and hold harmless Seonix, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’; fees) arising out of or relating to: (a) your violation of these Terms of Service or your use of the Service, or (b) any content you submit or make available through the Services.

Updates.

Seonix uses commercially reasonable efforts to keep the information in the Services accurate and up-to-date. However, there is no guarantee that information will be updated regularly or will continue to be updated for an unlimited period. There is also no guarantee that all adverse or important outcomes will be reported in the literature and incorporated into the Services. YOU MUST EXERCISE YOUR INDEPENDENT PROFESSIONAL JUDGMENT AT ALL TIMES WHILE USING THE SERVICES.

Independent Contractor.

Seonix is acting as an independent contractor in performing the Services hereunder. Nothing contained herein or done in pursuance of the Services shall constitute a joint venture, partnership or agency for the other for any purpose or in any sense whatsoever, and neither party shall have the right to make any warranty or representation to such effect.

Force Majeure.

Seonix will not be liable for failure or delay in performing any of the Services to the extent that such failure or delay is due to causes beyond the reasonable control of Seonix, such as acts of God, fire, strikes, embargo, terrorism, and regulatory governmental agencies.

Waiver and Severability.

An individual waiver of a breach of any provision of these Terms of Service requires the consent of the party whose rights are being waived, and such waiver will not constitute a subsequent waiver of any other breach. Any provision of these Terms of Service held to be unenforceable shall not affect the enforceability of any other provisions of these Terms of Service, and the unenforceable provision shall be construed to reflect the economic effect of the unenforceable provision.

Entire Agreement.

These Terms of Service, our Privacy Notice, Terms of Use, US Consumer Health Data Privacy Policy and any written contract entered by you with Seonix for such Services constitute the sole and entire agreement between you and Seonix regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. To the extent the written contract conflicts with these Terms of Service, the written contract shall govern. For clarity and avoidance of doubt, no document of any kind provided by you (e.g. a purchase order) shall be incorporated into or modify these Terms of Service or become part of these Terms of Service.

Contact.

If you have any questions about these Terms of Service, please let us know by emailing support@seonixbio.us or mailing us Seonix US Inc, 2358 University Avenue #2025
San Diego, CA 92104.

Terms of Service

Updated February 2025

Acceptance of the Terms of Service.

These terms of use are entered into by and between you and Seonix and its affiliates (“Seonix”, “we”, or “us“). The following terms and conditions, together with any documents that expressly incorporate by reference (collectively, “Terms of Service”), govern your access to and use of the cloud-based Seonix Clinician Portal located at portal.seonixbio.us, including any content, functionality, and services offered on or through the cloud-based portal (the “Seonix Clinician Portal“), and any other website, application, interface, or software-as-a-service solutions made available by Seonix through a website or online portal owned, operated, licensed, or controlled by Seonix. For avoidance of doubt, these terms include SightScore genetic testing services and associated results and your use of the SightScore genetic testing kit(s) used when referring patients for the SightScore genetic testing services. Such services, features and kits, are collectively referred to herein as “Services”. Unless explicitly stated otherwise, any new feature that augments or enhances the current Services shall be subject to these Terms of Service. Please read these Terms of Service carefully before you start to use or access the Services. By using or accessing the Services or by clicking to Continue or Login, you accept and agree to be bound and abide by these Terms of Service, Terms of Use, found at www.seonixbio.com/terms-of-use/, our Privacy Notice, found at www.seonixbio.com/privacy-notice/, and our US Consumer Health Data Privacy Policy, found at www.seonixbio.com/us-consumer-health-data-privacy-policy/ which are incorporated herein by reference. If you do not want to agree to these Terms of Service, Terms of Use, Privacy Notice or US Consumer Health Data Privacy Policy, you must not access or use the Services. The Services are offered and available to users who are: (i) 18 years of age or older, and (ii) a licensed and registered healthcare provider under the laws of the state, country, and/or jurisdiction in which you engage in the practice of medicine. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Seonix and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

THE PERSON ACCEPTING THESE TERMS ON BEHALF OF A BUSINESS OR A LEGAL ENTITY (REFERENCED AS “YOU” HEREUNDER), WHETHER PURSUANT TO EXECUTION OF ANY AGREEMENT, ACCESS OR USE OF ANY SERVICES, HEREBY REPRESENTS AND WARRANTS THAT SUCH PERSON HAS THE AUTHORITY TO BIND THAT BUSINESS OR LEGAL ENTITY TO THESE TERMS OF SERVICE AND THAT SUCH PERSON’S AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS OR LEGAL ENTITY. FOR THE AVOIDANCE OF DOUBT, “YOU” REFERS HEREIN TO THAT BUSINESS OR LEGAL ENTITY.

Changes to the Terms of Service.

Seonix may revise and update these Terms of Service from time to time. All changes are effective immediately when Seonix posts them here and apply to all access to and use of the Services thereafter. If Seonix makes changes to these Terms of Service it deems material, Seonix will use reasonable efforts to notify you. Your continued use of the Services following the posting of revised Terms of Service means that you accept and agree to the changes. You agree to read this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Services and Account Security.

To use some of the Services, you may be asked to provide certain registration details or other information to create a Portal user account (“Account”). It is a condition of your use of the Services that all the information you provide is correct, current, and complete. You agree that all information you provide to create and register your Account, including, but not limited to, through the use of any features of the Services, is governed by Seonix’s Privacy Notice at www.seonixbio.com/privacy-notice/, and you consent to all actions Seonix takes with respect to your information consistent with our Privacy Notice. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. Seonix has the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Service.

Authorized Users.

You shall identify to Seonix your employees, contractors and agents that will be provided password- protected access to the Services (the “Authorized Users”). You are responsible for compliance by your affiliates and each Authorized User with these Terms of Service. You acknowledge and understand that all Authorized Users will have access to all information and data, including without limitation your patient’s information, in your account, and you are solely responsible for their access and use of the information. You are responsible for notifying Seonix when Authorized Users are no longer authorized to have access to your Account and requesting that Seonix revoke each such Authorized User’s account privileges. You shall notify Seonix immediately of any unauthorized use of any password or account or any other known or suspected breach of security or misuse of the Services. You are responsible for the use of the Services by any and all employees, contractors, or other users that you allow to access the Services. You shall implement appropriate safeguards to ensure that Authorized Users do not share passwords or access information with each other or anyone else.

Description of Services.

Seonix provides a non-exclusive, non-transferable right to access and use the Services in accordance with any documentation and instructions provided by Seonix for the purpose of ordering and receiving SightScore test results.

Seonix Clinician Portal: The Seonix Clinician Portal is a web based portal for healthcare providers to refer patients for a SightScore test and access, view and download their test reports.

Use Restrictions.

You shall not directly or indirectly, nor permit any party, including without limitation Authorized Users, to, do any of the following: (i) copy, modify, create derivative works of, publish, license, sublicense, sell, market, distribute or otherwise commercially exploit the Services; (ii) reverse engineer, decompile, disassemble or otherwise attempt to gain access to the source code from the Services; (iii) use the Services or associated documentation in violation of export control laws and regulations; (iv) remove any proprietary or legal notices from the Services documentation or any other Seonix materials furnished or made available hereunder; (v) access the Services in order to (y) build a competitive product or service, or (z) copy any features, functions, content or graphics of the Services; (vi) make the Services available to anyone other than Authorized Users; (vii) sell, resell, rent or lease the Services, including, without limitation, use the Services on a service bureau or time sharing basis or otherwise for the benefit of a third party; (viii) use the Services to store or transmit malicious code; (ix) interfere with or disrupt the integrity or performance of the Services or any data contained therein; (x) attempt to gain unauthorized access to Services or their related data, systems or networks; (xi) publish or disclose to third parties any evaluation of the Services without Seonix’s prior written consent; (xii) publish or disclose to third parties any data or information on your results from using the Services, without Seonix’s prior written consent; (xiii) perform vulnerability, load or any other test of the Services without Seonix’s prior written consent; or (xiv) use the Services in any manner or for any purpose that infringes or misappropriates any intellectual property right or other right of any person, or that violates any applicable laws or regulations. You are solely responsible for the accuracy, quality, integrity and legality of all electronic data or information submitted by you to the Services.

Clinic Representation and Warranties.

a. You represent and warrant that (i) you are, and shall remain, duly licensed and registered, and in good standing under the laws of the state, country, and/or jurisdiction in which you practice, to engage in the practice of medicine, and that said license and registration have not been suspended, revoked, or restricted in any manner; (ii) you shall at all times render services to patients in a competent, professional, and ethical manner, in accordance with prevailing standards of medical practice and material compliance with all applicable statutes, regulations, rules, orders, and directives of any and all applicable governmental and regulatory bodies having competent jurisdiction.

b. You represent and warrant that you will comply with all applicable laws, rules, or regulations (“Applicable Laws”), including, but not limited to, the federal Physician Self-Referral Law, 42 U.S.C § 1395nn, and the regulations promulgated thereunder (together, the “Stark Law”), similar state physician self-referral laws and regulations (together with the Stark Law, the “Self-Referral Laws”), the federal Medicare/Medicaid Anti-kickback Law and regulations promulgated thereunder (the “Federal Anti-kickback Law”) and similar state Anti-kickback laws and regulations (together with the Federal Anti-kickback Law, the “Anti-kickback Laws),” the Health Insurance Portability and Accountability Act (“HIPAA”) privacy regulations, the standard transactions regulations and security regulations (as of the effective dates of those regulations), and any similar laws or regulations applicable to the state, country, and/or other jurisdiction in connection with your use of the Services. Failure to comply with any Applicable Law shall be considered a material breach of this Agreement and in the event of such a failure, Seonix shall have the right to terminate this Agreement at any time. Accordingly, the parties agree that Seonix has not conditioned your access to the Services upon any agreement by you to purchase, use or recommend or influence another person’s decision to purchase or use any product or service offered by Seonix or any affiliate of Seonix.

c. Each party represents and warrants that it and its affiliates, employees, subcontractors, consultants, officers, and directors: (a) are not ineligible to participate in any federal and/or state healthcare programs or federal procurement or non-procurement programs (as that term is defined in 42 U.S.C. § 1320a-7b(f)); (c) are not disqualified by any government or regulatory authorities from performing specific services, and are not subject to a pending disqualification proceeding; and (d) have not been convicted of a criminal offense related to the provision of healthcare items or services and are not subject to any such pending action. Each party will notify the other party immediately if the notifying party, its affiliates, any employees, subcontractors, consultants, officers and directors, as applicable, is subject to the foregoing, or if any action, suit, claim, investigation, or proceeding relating to the foregoing is pending, or to the best of the notifying party’s knowledge, is threatened.

d. You represent and warrant that you shall maintain commercial general liability and professional liability insurance or self-insurance in amounts adequate to cover your respective acts and omissions, consistent with industry standards. In the event that any insurance coverage is “claims made,” you agree that if the coverage is discontinued or terminated at any time during or after the term of this Agreement, you shall purchase extended reporting insurance (“tail coverage”) to cover all claims made.

e. By providing the patient’s mobile phone number to Seonix, you represent and warrant that the patient has consented to receive text messages from Seonix.

f. You represent and warrant that your use of the Services, including any disclosure and request of patient information, is for treatment purposes and/or as otherwise permitted by all applicable laws and regulations.

g. You represent and warrant to comply with any Seonix instructions provided to you through the Seonix Clinician Portal or otherwise.

Clinic Requirements.

Patient Consent: You agree that you shall secure all necessary and legally required informed consents, authorizations, approvals, and permissions required by applicable law, including but not limited to the privacy laws of the jurisdictions applicable to your patient(s), for Seonix to perform the Services.  You agree that, prior to or concurrently when referring a patient for a SightScore test, the Clinic will: (1) explain the purpose of the test to the patient; (2) allow the patient ample opportunity to ask questions and gain clarity regarding the SightScore test, the SightScore process, sample retention, data collection and process, and the SeonixBio Patient Consent Form; (3) ensure proper consent it obtained by each patient to allow for the collection and processing of patient genetic materials, biometric material, personally identifiable information, and personally identifiable health information.

Payment: You agree that you will explain to the patient the cost of the Testing Service.

Regulatory: You understand and agree (1) the samples collected are processed by an independent clinical laboratory certified under the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”); (2) the Testing Kids are not intended to diagnosed treat, cure or prevent any disease; (3) Testing Kits obtained through Seonix have not been cleared or approved by the U.S. Food and Drug Administration (FDA). Although the FDA does not currently clear or approve laboratory-developed tests in the U.S., certification of the laboratory is required under CLIA to ensure the quality and validity of the tests.

Testing Kits: You will make best efforts to use Testing Kits with the closest expiration date. You agree to store the SightScore kits in a dry place at a temperature of between 15C and 25C (59-77F).

Advertising Guidelines and Regulations: You must follow and comply with any Federal or State advertising guidelines or regulations that are relevant to the SightScore clinical testing service.

Facilities and Equipment: You must provide, at its own expense, the facilities, computers and devices, network, and other equipment required for use of the SightScore test and Seonix Clinician Portal.

Not Prescriptive.

The Services may include clinical decision support tools designed for use by healthcare professionals only to assist you in the delivery of medical care. They should not be viewed as prescriptive or authoritative. Any medication or surgical decisions should be made by a qualified healthcare professional. You alone are responsible for all decisions, acts, and omissions of any persons in connection with the delivery of medical care or other services to any patients. The physician, optometrist or other licensed prescribing professional must consider numerous considerations unique to each patient before deciding what treatment to offer, modify or discontinue. Only the physician can make a complete assessment of the patient and judge the relevance of the information provided in the report to the actual clinical situation. Any adverse outcome connected with following or not following the recommendations found in reports generated using the Services is your responsibility.

Term and Termination.

These Terms of Service are effective when you use or access the Services and remain in effect until these Terms of Service are terminated. Either party may terminate these Terms of Service or your access to the Services at any time, with or without cause, by providing written notice.

Changes to Services.

Seonix reserves the right, in its sole discretion, to make any changes to the Services without prior notice that it deems necessary or useful to (a) maintain or enhance: (i) the quality or delivery of the Services to its clients; (ii) the competitive strength of or market for the Services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable laws and regulations. If any such change causes a material reduction in the entire functionality of the Services, you may terminate these Terms of Service with respect to such Service by providing Seonix with prior written notice within thirty (30) days after such change is made.

Suspension of Services.

Seonix may, in its discretion, suspend or terminate access to the Services in the event that: (i) you or an Authorized User or any third party engages in activities that Seonix reasonably deems a risk to the security or integrity of Seonix, the Services, or that are prohibited pursuant to these Terms of Service; (ii) you fail to pay fees, charges, or any expenses owed to Seonix (if applicable); (iii) you fail to comply with any of these Terms of Service; or (iv) in Seonix’s reasonable opinion it is required to do so by applicable law or regulation. In each case, Seonix shall provide prior notice if practicable, and otherwise prompt notice after the fact. Such suspension will only remain in effect for the duration Seonix deems necessary to address the applicable issue.

Intellectual Property Rights.

The Services and its entire contents, features, and functionality (including but not limited to all information, SightScore kit box and contents, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Seonix, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Seonix owns all rights, title, and interest in and to the Services and all intellectual property rights therein worldwide, along with any improvements or modifications thereto. You acknowledge that the limited rights granted under these Terms of Service do not provide you with title to or ownership of the Services, any deliverables, any customizations thereto, or any intellectual property therein. For clarity, no right or license to either party’s intellectual property is granted pursuant to these Terms of Service except for the limited rights expressly granted in these Terms. In the event that you provide comments or feedback relating to Seonix, the Services, deliverables, or any of its products or services (“Feedback”), any such Feedback shall be owned exclusively by Seonix.

Confidentiality.

In connection with performance of the Services, you may access or receive certain Seonix information, including, but without limitation, the contents, features, functionality and software manuals, software, application program interfaces, policies and procedures, financial data, and pricing information (“Confidential Information“). To the extent you receive such information, you recognize and agree that any such Confidential Information constitutes Seonix confidential and/or proprietary information. You agree to protect the confidentiality of such Confidential Information and guard it against disclosure to third parties with at least the same degree of care you use to protect the confidentiality of your own Confidential Information, but in no event less than a reasonable degree of care. You agree not to disclose, distribute, assign or compromise the Confidential Information in any manner during the term of these Terms of Service or at anytime thereafter. When disclosure is required, you shall provide Seonix with notice of the intended disclosure and take all reasonable steps to limit the extent of the disclosure to the minimum required to comply with your legal obligations. You will have no obligation with respect to any Confidential Information that is or becomes publicly available without fault of your own.

Third-Party Content and Links.

The Services may contain third-party-owned content (e.g., articles, data feeds, abstracts, etc.) and may also include hypertext links to third-party-owned websites. We provide such third-party content and links as a courtesy to our users. We have no control over any third-party owned-websites or content referenced, accessed by or available through the Services and, therefore, we do not endorse, sponsor, recommend or otherwise accept any responsibility for such third party websites or content or for the availability of such web sites. IN PARTICULAR, WE DISCLAIM ANY LIABILITY ARISING OUT OF ANY ALLEGATION THAT ANY THIRD-PARTY-OWNED CONTENT (WHETHER PUBLISHED ON THIS, OR ANY OTHER, WEBSITE) INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ANY LIABILITY ARISING OUT OF ANY INFORMATION OR OPINION CONTAINED ON SUCH THIRD PARTY WEB SITE OR CONTENT. If you link to third-party sites or content from Seonix, we encourage you to consult the policy statements of each site you visit.

Disclaimer of Warranties.

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. SEONIX DISCLAIMS ANY AND ALL REPRESENTATIONS AND EXPRESS AND IMPLIED WARRANTIES IN RELATION TO THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability.

SEONIX AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF THE OTHER ARISING OUT OF ANY PERFORMANCE OF THE SERVICES OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THESE TERMS OF SERVICE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF SEONIX AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE LESSER OF: (i) AMOUNT YOU HAVE PAID TO THE COMPANY IN THE LAST THREE MONTHS FOR THE APPLICABLE SERVICE OUT OF WHICH LIABILITY AROSE OR (ii) $1,000.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct or death or bodily injury caused by the Services.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification.

You shall defend, indemnify, and hold harmless Seonix, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’; fees) arising out of or relating to: (a) your violation of these Terms of Service or your use of the Service, or (b) any content you submit or make available through the Services.

Updates.

Seonix uses commercially reasonable efforts to keep the information in the Services accurate and up-to-date. However, there is no guarantee that information will be updated regularly or will continue to be updated for an unlimited period. There is also no guarantee that all adverse or important outcomes will be reported in the literature and incorporated into the Services. YOU MUST EXERCISE YOUR INDEPENDENT PROFESSIONAL JUDGMENT AT ALL TIMES WHILE USING THE SERVICES.

Independent Contractor.

Seonix is acting as an independent contractor in performing the Services hereunder. Nothing contained herein or done in pursuance of the Services shall constitute a joint venture, partnership or agency for the other for any purpose or in any sense whatsoever, and neither party shall have the right to make any warranty or representation to such effect.

Force Majeure.

Seonix will not be liable for failure or delay in performing any of the Services to the extent that such failure or delay is due to causes beyond the reasonable control of Seonix, such as acts of God, fire, strikes, embargo, terrorism, and regulatory governmental agencies.

Waiver and Severability.

An individual waiver of a breach of any provision of these Terms of Service requires the consent of the party whose rights are being waived, and such waiver will not constitute a subsequent waiver of any other breach. Any provision of these Terms of Service held to be unenforceable shall not affect the enforceability of any other provisions of these Terms of Service, and the unenforceable provision shall be construed to reflect the economic effect of the unenforceable provision.

Entire Agreement.

These Terms of Service, our Privacy Notice, Terms of Use, US Consumer Health Data Privacy Policy and any written contract entered by you with Seonix for such Services constitute the sole and entire agreement between you and Seonix regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. To the extent the written contract conflicts with these Terms of Service, the written contract shall govern. For clarity and avoidance of doubt, no document of any kind provided by you (e.g. a purchase order) shall be incorporated into or modify these Terms of Service or become part of these Terms of Service.

Contact.

If you have any questions about these Terms of Service, please let us know by emailing support@seonixbio.us or mailing us Seonix US Inc, 2358 University Avenue #2025
San Diego, CA 92104.