One Codex

The parties agree to the following terms and conditions, in addition to the Platform Terms and Conditions located at https://www.onecodex.com/legal/platform-terms, which apply to Services provided under the Agreement:

1. Services

1.1. Definitions. Capitalized terms used but not defined in these Professional Services Terms and Conditions (this “PSA”) shall have the meanings set forth in the One Codex Platform Terms and Conditions. For the purposes of this PSA:

“Services” shall mean, in accordance with the Professional Services selected by Customer in the Order Form and/or agreed-upon in one or more SOWs that will each be numbered and attached to this PSA.

“SOW” shall mean the statement(s) of work or similar document that describe at a minimum the scope, timeline and fees for performance of the Services.

1.2. Services. One Codex agrees to provide Services to Customer as set forth in each SOW and in accordance with the terms of the Agreement and this PSA. One Codex may, in its sole and reasonable discretion, subcontract some or all of the Services under an SOW to qualified subcontractors. The terms and conditions in this PSA shall apply to each SOW; provided, however, that the terms and conditions set forth in an SOW shall take precedence over the terms and conditions of this PSA in the event of any conflict or inconsistency, solely with respect to such SOW.

1.3. Change Orders. The parties may change the scope of the Services (including any commensurate changes in Fees) and other matters specified in an SOW only by a written change order amendment executed by authorized representatives of both parties. One Codex will not be obligated to deviate from an SOW until the parties execute a corresponding change order.

2. Expenses and Discontinuance of Services

2.1. Approved Expenses. Customer agrees to reimburse One Codex for all Expenses that One Codex incurs in connection with providing the Services. Upon written request, One Codex will provide copies of receipts, or other appropriate supporting documentation for such travel and expenses incurred.

2.2. Failure to Pay. One Codex reserves the right to discontinue the provision of Services under an SOW in the event that Customer fails to make a timely payment of invoices due or fails to comply with its or any of its representatives’ performance requirements. Customer will remain liable for any and all payment obligations arising under this PSA, including payment for all Services rendered to date.

3. Ownership; Licenses

3.1. Generally. The performance of Services shall not result in the creation or transfer of any intellectual property rights to Customer, unless expressly provided for in an SOW.

3.2. Deliverables. During the Term, Customer may request that One Codex create certain deliverables, including sequencing data or analyses, reports, or similar compilations, on behalf of Customer (collectively, the “Deliverables”). Any such Deliverables will be specified in any SOW executed by the parties hereunder. Any such Deliverables that do not constitute New Services shall be owned by Customer, and One Codex hereby assigns to Customer all right, title, and interest of One Codex in and to the Deliverables, including all intellectual property rights therein; provided that One Codex shall remain the owner of any One Codex Data included in such Deliverables. Customer hereby grants to One Codex (without the need for further action on the part of One Codex or any other party) a non-exclusive, perpetual, irrevocable, fully paid-up, worldwide right to use, copy, and modify the Deliverables to the extent necessary for One Codex to (a) provide the Services to Customer; (b) comply with applicable law; and (c) comply with its internal data retention and archiving policies.

3.3. Reservation of Rights. No other rights or licenses are provided pursuant to this PSA nor in any SOW unless specifically set forth in such SOW. One Codex reserves all rights not explicitly granted herein.

3.4. Independent Development. One Codex shall not be precluded from independently developing or using for itself, or for others (including any other customers of One Codex) or licensing others to use, anything, whether in tangible or non-tangible form, which is competitive with, or similar to, the Deliverables provided pursuant to an SOW. One Codex shall be free to use the general knowledge, skills and experience and any ideas, concepts, know-how and generic techniques that are developed by One Codex in the course of providing the Services.

4. Warranties

4.1. Access Authority. Customer represents and warrants to One Codex that, to the extent applicable, Customer has obtained permission for both Customer and One Codex to access and use the Customer Systems, the data on it, all hardware and software components included in it, for the purpose of providing the Services, and that any requirements or specifications with respect to which One Codex performs Services or provides Deliverables do not infringe on any third party’s intellectual property rights.

4.2. No Responsibility for Third-Party Terms. Some of the Services may require that One Codex service or modify hardware or software that is not manufactured by One Codex (for example, configuration of third party products to interface with One Codex APIs). Some manufacturers’ warranties may become void if One Codex or anyone else other than the manufacturer or its authorized representative works on the hardware or software. It is Customer’s responsibility to review its warranty terms and conditions and to satisfy itself that the Services will not affect the warranty. One Codex shall not be responsible for third-party warranties or for any effect the Services may have on such warranties.