Agreement of use

Subject to the terms and conditions of this Agreement, DNArails co., ltd., (“the Company”) agrees to provide the online services as described below through the Company’s website or systems (“DNArails Services”) which is http://platform.dnarails.com or any other website applicable for you as a user of DNArails Services. This Agreement shall be the sole document which govern our relationship of DNArails Services. Your rights and obligations to use DNArails Service will be set forth in this Agreement and the Company may amend or modify this Agreement from time to time in its sole discretion, save such amendments notified from the Company in proper way as it deems fit to you. You agree to waive and hold the Company harmless from any liability of this discretion.

A. Conditions of Use

1. Sign Up DNArails

You are hereby given access to use DNArails Services provided that your compliance with the terms and conditions of this Agreement after the application of your account of DNArails Services accepted by the Company. For your account of DNArails Services (“DNArails Account”), you hereby agree that only the specific individual signing up DNArails Account in accordance with this Agreement (the “Certified User) can use DNArails Service. You hereby agree that you can only use DNArails Services on your own or, if any, on behalf of the entity you mentioned as you represent for the that entity.

2. Keep Safety for DNArails Account and Information Provided

By signing up or registering for the use of DNArails Services, you hereby warrant and guarantee that All information you provide must be true, accurate, and complete information and in form and substance satisfactory to the Company subject to this Agreement, and update them timely. In addition, you shall be responsible for the maintenance and confidentiality of your DNArails Account information, the safety of your usage, the specific computers which you use, and notify us if you suspect that your DNArails Account or confidential information has been invaded.

3. Guarantee for Legitimacy of User Data

Regarding all information you provide or upload into DNArails Service or its websites or systems, including but not limited genomic sequences, specific DNA sequences, variant call format files, exomes, annotations, gene sets(collectively, “User Data”), you hereby represent and warranty as below:

  1. You have legal rights and been fully authorized to own, use, provide or upload User Data.
  2. You shall not upload, submit, or otherwise provide, any personal information which may be used to identify a nature person, regardless of directly or indirectly, but excludes your own information on the purpose of creating and managing your DNArails Account itself (“Personal Information”), including “personal information” as defined in Personal Information Protection Act (“PIPA”) of R.O.C., “individually identifiable information” as defined in the Health Insurance Portability and Accountability Act (“HIPAA”) of the United States, or “personal data” as defined in the EU Privacy Directive.
  3. You hereby agree to authorize the Company to analyze, process, store up or otherwise use the User Data provided by you through DNArails Service or its website without any breach of relevant laws and regulations regarding the intellectual property, privacy or other rights of any persons.
  4. You shall immediately notify the Company of any violation of the limitations on use or access to DNArails Service under this Agreement when you become aware of such violation. Failure to do so shall allow us to suspend your rights to use DNArails Services.
  5. You agree to indemnify and hold the Company and its directors, employees or other person, on behalf of the Company, who process or engage regarding User Data provided by you, harmless from any kind of liability or compensation claimed by any third party against us regarding any disputes arising out or relating to the User Data provided by you.

4. License for User Data

By uploading or otherwise providing User Data through DNArails Service or its Site, You agree, license and authorize that the Company could use such User Data to operate and maintain DNArails Services, and to improve, optimize, develop, modify and use DNArails Services, including the genomic software analysis products or tools of the Company, and to disclosure statistics, trend information or aggregated data regarding results of genomic analysis, and to reinforce database information within DNArails Services or other genomic analysis products or tools of the Company. This license herein will remain fully validity regardless of termination of this Agreement or DNArails Services.

5. Confidential Liability

By uploading or otherwise providing User Data through DNArails Service or its Site, You agree, license and authorize that the Company could use such User Data to operate and maintain DNArails Services, and to improve, optimize, develop, modify and use DNArails Services, including the genomic software analysis products or tools of the Company, and to disclosure statistics, trend information or aggregated data regarding results of genomic analysis, and to reinforce database information within DNArails Services or other genomic analysis products or tools of the Company. This license herein will remain fully validity regardless of termination of this Agreement or DNArails Services.

  1. Duty of Non-disclosure
    You shall maintain the confidentiality of your own Confidential Information as defined below; preserve the confidentiality of the Confidential Information with ordinary degree of care and not to use such Confidential Information for any purpose other than using or performing the obligations regarding DNArails Services in accordance with this Agreement. This duty of confidentiality shall continue even after this agreement will has been terminated.
  2. Definition of Confidential Information
    "Confidential Information" as used in this agreement means all non-public information is disclosed to you by the Company, may through DNArails Services, whether in writing, orally or otherwise, regarding the way DNArails Services are structured and designed, its functions, systems ,processes, operations, software, and any content and materials contained in as well as its product invent.

6. Your Rights to DNArails Services

  1. You are authorized to enter into and use any general or specific analysis or other kind of service items in DNArails Services after your DNArails Account application accepted by the Company and, for the specific items charged described in the DNArails Service, your utilization order agreed by the Company.
  2. Your access mentioned in Section A.6.(1) above, is nonexclusive, non-transferable, and non-delegated to other third party. Importantly, you shall not:
    1. process reverse engineering, extract, copy, disassemble, modify, input any program language in, including but not limited Trojan horse, spyware, spider, crawl, or macro virus to DNArails Services and its website;
    2. remove, cover or replace any copyright or trademark or other property rights incorporated in DNArails Service or its website,
    3. disrupt or reduce the efficiency or performance of DNArails Service or its website;
    4. create any other works relating to sell, display, distribute, or lease DNArails Service or its website and systems in whole or in part.
    5. use any automatic site search or retrieval application, or other device to retrieve any part of DNArails Services; or
    6. collect information in DNArails Services for any unauthorized purpose under this Agreement.
  3. Notwithstanding the foregoing as Section A.6.(2).f, You could still (1) copy, print and use analysis reports produced by DNArails Service through analyzing User Data save by standard functions of DNArails Service, and (2) refer the Company’s Trademark, text, images, graphics, and any content on the Company’s website, save that you shall annotate an suitable reference to DNArails Services or the Company within any articles, presentations, website writings or other publications showing your use of DNArails Services. However, any rights without expressly granted to you hereunder, the Company still reserve all right, title and interest in and to DNArails Services and its website.
  4. You realized that your rights to use DNArails Services are also subject to the relevant terms and conditions of any agreement between the Company and any third party regarding software or data from such third party which are described or mentioned in DNArails Services.

7. Charge for specific items

  1. When you select the features or analysis items within DNArails Services that you want to use, the utilization order will be shown with the fees to be charged. You shall pay the fees with its payment conditions listed in utilization order. You shall understand that the utilization order is non-revocable and all fees paid could not be refunded. The Company may change any or all of its fees or raise new fees upon announcing such changed or new fees through DNArails Services or its site and the fees changed or raised will automatically be effect upon their announcing. Your continuing use of DNArails Services after the announcing of changed or new fees constitutes your acceptance of such change or raise.
  2. You shall pay all fees on due date specified in utilization order or, if without specified, within 30 days of the Company’s invoice with respect to such fees. If any fees not received from you on such due date, you shall pay default interest at the annual rate of 5.0% of the outstanding balance per month from the date such payment is due until the date fully paid.
  3. If you provide your credit card information in utilization order for DNArails Services, you hereby agree that any card or account information or any payment information provided by you may be transferred or shared by the Company with other companies necessary for the purpose of checking credit and realizing payment to the Company. You are also authorized the Company a pre-authorization of your credit card or other payment account prior to any specific order to verify the credit card or payment account is valid and/or has the necessary deposits or credit to fulfill your payment and charge such card or account for fees due.
  4. If you have entered into purchase contract with our certified distributors for purchasing specific features or analysis items of DNArails Services, you could use the member point provided by such certified distributor as payment for any specific utilization order.


B. Nature and Liability Restriction of DNArails Services


  1. For the avoidance of doubt, the Company has no willing to collect, and refuse you to provide any Personal Information as mentioned in Section A.3.(2).
  2. Any reports, results or information produced or provided by DNArails Services (“DNArails reports”) are no intent to be medical advice or instructions for medical diagnosis or treatment, and only for the purpose of research use in accordance with applicable rules and regulations of Ministry of Health and Welfare and other applicable laws, such like Physicians Act but not be used for patient care, diagnostic, or therapeutic use without any instructions made by physician or doctor. DNArails reports are not deemed as medical advice so that the Company will not be held responsible for the delivery of medical advice. To the full extent of the applicable laws, the Company disclaims all warranties, express or implied, including but not limited to, the personal use of DNArails Services data for entertainment, personal decisions of healthcare, or any use pertaining to the health of the user.
  3. The Company or its affiliates make no representations or warranties of any kind, express or implied, as to the information, applications or products offered by DNArails Services. By using of the Company’s website, software, applications, products, services, or data you expressly agree that use is within your sole risk. In addition, the Company does not warrant that its website, software, applications, products, services, or data, are safe from viruses or other harmful elements, and the Company will not be liable for any damages arising from any use mentioned above.
  4. You expressly understand and agree that, to the maximum extent permitted by applicable law, the Company and its affiliates, and its and their respective directors, officers, employees, and agents(collectively “DNArails parties”), shall have no responsibility or liability, contingent or otherwise, for any injury or damages, whether caused by the negligence of DNArails parties or otherwise, arising in connection with the use of DNArails Services or its website and shall not be liable for any lost profit, punitive, incidental or consequential damages or any claim against the Company by any other party with respect thereto. In no event any compensation restricted in directly damages claimed by you to DNArails parties’ cumulative liability shall not exceed three hundred thousand New Taiwan Dollars (NT$300,000), except to the extent such limitation is not permitted by applicable law.
  5. Hold the Company Harmless
    1. Company disclaims all responsibility or liability with respect to any User Data uploaded or provided by you, which shall not be allowed to contain any Personal Information, except to your own information on the purpose of creating and managing your DNArails Account itself
    2. In no events will Company be liable in any way for any User Data, including any errors or omissions in any User Data, any modification, loss or deletion of any User Data or any loss or damage of any kind incurred as a result of the use of DNArails Services.
    3. You agree to hold harmless and indemnify DNArails Parties, from and against any losses, damages, liabilities, judgments, costs and expenses (including reasonable attorney’s fees) that any of them may incur or experience by reason of (i) your use of DNArails Services or its website; (ii) your breach of this Agreement; (iii) your breach of any applicable laws, rules or regulations in connection with your use of DNArails Services or its website; (iv) any User Data uploaded or provided by you; or (v) your violation of any third party right in connection with your use of DNArails Services or its website.


C. Termination of Agreement

1. Termination By User:

You may terminate your DNArails Service at any time for any reason save thirty (30) days prior written notice to the Company, which termination shall become effective upon the end of such thirty-day notice period, unless you have a paid specific service not due yet, in which situation such termination shall be effective at the end of the periodic specific service period as listed in the utilization order or, if not so specified, the end of the next full periodic specific service period.

2. Termination By Company

The Company may terminate your DNArails Services at any time for any reason (or no reason) save thirty (30) days prior written notice to you, which termination shall become effective upon the end of such thirty-day notice period, unless you have a specific service not due yet, in which situation such termination shall be effective at the end of the periodic specific service period as listed in the utilization order or, if not so specified, the end of the next full periodic specific service period. In addition, the Company also may terminate your DNArails Services as for your breach of this agreement and the termination is immediately effective when the notice of termination received by you through the website of DNArails Services, unless such breach is cured in accordance with the request of the Company. Although termination incurred, you still remain obligated to pay any fees due before the effective date of termination.


D. Effects of Termination

  1. After effecting of termination of your DNArails Services by each party, the Company will have neither obligation to provide DNArails Services nor any obligation to refund, return or credit any amounts paid or payable to the Company. Upon termination, all rights granted to you by this Agreement will immediately suspend.
  2. The termination made by the Company will not relieve you of any obligation that has accrued or existed prior to termination, nor affect any claims the Company may allege against you.
  3. Confidential Liability remains as described in Section A.5. (1) Regardless of termination.
  4. Your license to the Company described in Section A.4 for User Data will remain fully validity regardless of termination of this Agreement or DNArails Services.
  5. The Company will retain any User Data contained in your DNArails Account within thirty (30) days after the effective date of termination for your writing request to possess copies of such User data. However, unless otherwise expressly provided for herein, the Company has no obligation to (but may in its sole discretion) store or maintain any User Data or other information stored in DNArails Services any other database related to your DNArails Account or to forward any information to you or any third party.


E. Effects of Termination

  1. This Agreement shall be governed by the laws of the R.O.C.
  2. Each party hereto hereby irrevocably consents that any legal action or proceeding against such party arising under or relating to this Agreement shall be brought in the Taipei District Court.

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