Terms & Conditions of Use: Prenatal Primer^TM

THIS LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN LENETIX MEDICAL SCREENING LABORATORY, INC. ("Lenetix") AND THE USER CLICKING ACCEPTANCE TO THIS AGREEMENT ("End User"). THIS AGREEMENT GOVERNS THE RIGHTS AND OBLIGATIONS OF END USER WITH RESPECT TO END USER'S USE OF A WEB-BASED SOFTWARE APPLICATION CALLED PRENATAL PRIMER (the "Licensed Product") OWNED BY DNA DIRECT, INC. ("DNA Direct") AND LICENSED TO LENETIX, FOR THE PURPOSE OF PERMITTING PHYSICIAN PRACTICES TO USE THE LICENSED PRODUCT TO EDUCATE THEIR PATIENTS ABOUT PRENATAL TESTING OPTIONS. DNA DIRECT IS AN INTENDED BENEFICIARY OF THIS AGREEMENT AND SHALL HAVE THE RIGHT TO DIRECTLY ENFORCE THE PROVISIONS OF THIS AGREEMENT.

BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE LICENSED PRODUCT, END USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND END USER'S USE OF THE LICENSED PRODUCT IS AT ALL TIMES SUBJECT TO END USER'S COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF END USER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, END USER IS NOT ALLOWED TO DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE LICENSED PRODUCT. IN SUCH CASE, CLICK ON "I DECLINE" AND PROMPTLY CEASE ALL USE OF THE LICENSED PRODUCT.

1. Limited License for the Licensed Product and Information. Subject to the terms and conditions contained in this Agreement, Lenetix hereby grants to End User, during the term of this Agreement, and End User hereby accepts, a limited, non-exclusive, non-transferable and nonsublicensable license to use the Licensed Product and Modifications (if any) solely as follows: (a) End User may refer its or his or her patients to the Licensed Product for education about prenatal testing options by providing End User's patients with a link to access the Licensed Product; and (b) unless otherwise specified on the Licensed Product, End User and its or his or her patients may download or print a single copy of any textual data, text, images, audio and video clips, links and references (collectively "Information") displayed on the Licensed Product, and use the downloaded or printed Information solely for the personal use of the relevant patient of End User.
   The downloading, printing and other use of the Information is conditioned on End User and its or his or her patients' acceptance of any additional terms and conditions that are presented or provided in connection with any such Information, including agreements of third parties. By acquiring or using such Information, End User (and the patients of End User) are deemed to agree to such terms and conditions.
   
   
2. Modifications. DNA Direct may, at its option, update, enhance, review or improve the Licensed Product during the term of this Agreement or replace or delete any or all parts of the Licensed Product (collectively, "Modifications"). DNA Direct may, at its option, provide such Modifications to Lenetix to license to End User as part of this Agreement and such Modifications shall be subject to the terms and conditions set forth herein as if such Modifications were originally included as part of the Licensed Product.
   DNA Direct and Lenetix reserve the right at any time to: (a) change the terms and conditions of this Agreement; (b) change the Licensed Product, including eliminating or discontinuing any Information or other feature of the Licensed Product; or (c) deny or terminate End User or its or his or her patients' use of and/or access to the Licensed Product.
   Any changes will be effective immediately upon DNA Direct making such changes available on the Licensed Product or website. End User agrees that its or his or her entering, re-entering, or continuing to use the Licensed Product thereafter constitutes End User's acceptance of such changes. Return to this page periodically to ensure familiarity with the most current version of this Agreement.
   
   
3. Third Party Links. The Licensed Product may contain links to other websites. DNA Direct has not reviewed the websites that are linked to the Licensed Product and does not control such websites or the content and information provided through such websites. End User's use of linked websites is subject to the privacy practices and terms of use established by the specific linked websites, and DNA Direct and Lenetix hereby expressly disclaim all liability associated therewith. The fact that such links are found on the Licensed Product website does not indicate any approval or endorsement by DNA Direct or Lenetix of any linked websites or any material contained on any linked websites, and DNA Direct and Lenetix hereby expressly disclaim any such approval or endorsement. Further, descriptions of, or references to, third party products, services or publications within the Licensed Product do not imply endorsement of, and neither DNA Direct nor Lenetix is responsible for and Lenetix and DNA Direct hereby expressly disclaim any endorsement of, any such product, service or publication.
   
   
4. Code of Conduct. End User agrees not to:
   
   • Restrict or inhibit any other visitor from using the Licensed Product, including, without limitation, by means of "hacking" or defacing any portion of the Licensed Product;
   • Use the Licensed Product or Information for any unlawful purpose or for any purpose following the termination of this Agreement;
   • Remove any copyright, trademark or other proprietary rights notices contained in or on the Licensed Product or Information;
   • "Frame" or "mirror" any part of the Licensed Product without DNA Direct's prior written authorization;
   • Link to any page of or content on the Licensed Product other than the URL located at www.dnadirect.com; or
   • Use any robot, spider, website search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Licensed Product or the Information.
     
     
5. Ownership and Restrictions. The Licensed Product is owned and operated by DNA Direct in conjunction with others pursuant to contractual arrangements, and the Licensed Product and all Information (and any intellectual property and other rights relating thereto) are and will remain the property of DNA Direct and its licensors and suppliers. Except as set forth in this Agreement, End User may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sub-license, sell, reverse engineer, decompile, create derivative works, disassemble or attempt to discover the source code of the Licensed Product or Information without DNA Direct's prior written permission. The Licensed Product may be used solely (a) to the extent permitted in this Agreement; or (b) as expressly authorized in a signed writing by DNA Direct. Use of the Licensed Product for any other purpose is strictly prohibited. End User acknowledges that it or he or she does not acquire any ownership rights in the Licensed Product or Information. All rights not expressly granted to End User are expressly reserved to DNA Direct or Lenetix.
   The Licensed Product and Information is protected by U.S. and international copyright, trademark and other laws, and End User acknowledges that these rights are valid and enforceable.
   All copyright and other proprietary notices on downloaded or printed Information must be retained, and any such downloads or copies are subject to the terms and conditions of this Agreement and shall remain the property of DNA Direct and/or its licensors and/or suppliers (as the case may be).
   Any trademarks, logos, and service marks displayed on the Licensed Product (collectively the "Trademarks") are the registered and unregistered trademarks of DNA Direct, DNA Direct's licensors and suppliers, Lenetix and others respectively ("Trademark Owner"). Nothing contained on the Licensed Product should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of the Trademark Owner and use of the Trademarks is expressly prohibited.
   
   
6. Termination. This Agreement shall remain effective until terminated in accordance with its terms. DNA Direct and Lenetix each reserves the right to immediately terminate this Agreement, and/or End User's access to and use of the Licensed Product, or any portion thereof, at any time and for any reason, with or without cause. Upon termination of this Agreement for any reason, End User's right to use the Licensed Product and Information shall immediately cease, and End User shall promptly destroy all copies of Information that End User has obtained from the Licensed Product, whether made under the terms of this Agreement or otherwise. All provisions under this Agreement relating to restrictions on use, disclaimers, limitations of liability, indemnification, or ownership rights shall survive any termination. Notwithstanding any of the foregoing, a patient of End User may retain and use any Information it or he or she receives from the Licensed Product after termination of this Agreement solely for the personal use of such patient and not to be copied or redistributed or for use by others.
   
   
7. Information Provided in Connection with the Licensed Product. Any Information provided on, by or through the Licensed Product is provided for informational and educational purposes only. All information contained in this Licensed Product (including the Information) is presented in summary form only and, while hopefully informative and helpful, is not intended to provide a detailed or thorough understanding and knowledge of prenatal topics.
   The Information is not complete and is not intended to serve as instruction or advice for medical diagnosis, prognosis, treatment or to be used in the place of a visit or consultation or advice of a physician or other professional health care provider. Neither DNA Direct nor Lenetix is engaged in rendering professional medical care and the availability or use of the Information is not intended to create, and does not create, any doctor-patient relationship.
   Data, information and procedures in the medical field change frequently and are often subject to differing interpretations. In addition, the facts and circumstances of every situation differ. Although DNA Direct endeavors to use reasonable care in assembling the Information, the Information may be outdated and may contain errors, omissions, and inaccuracies. Any Information provided shall be used by End User or its or his or her patients at the sole risk of End User or such patients . End User should always employ sound medical discretion while using the Information or Licensed Product and shall be solely responsible for the same.
   
   
8. Disclaimers. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW: (i) THE LICENSED PRODUCT (INCLUDING ALL INFORMATION) IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; AND (ii) DNA DIRECT, LENETIX, AND EACH OF THEIR RESPECTIVE AFFILIATES, LICENSORS, LICENSEES, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, SUCCESSORS AND ASSIGNS HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND USEFULNESS, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE INFORMATION AND LICENSED PRODUCT IS CURRENT AND/OR UP-TO-DATE AND/OR COMPLETE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, DNA DIRECT, LENETIX, AND EACH OF THEIR RESPECTIVE AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, SUCCESSORS AND/OR ASSIGNS FURTHER DO NOT WARRANT THAT THE INFORMATION OR LICENSED PRODUCT, NOR END USER OR END USER'S PATIENTS' USE OF THE LICENSED PRODUCT OR INFORMATION WILL BE COMPLETE, ACCURATE, CURRENT, RELIABLE, UNINTERRUPTED, ERROR-FREE OR SECURE, NOR THAT DEFECTS WILL BE CORRECTED, OR THAT THE LICENSED PRODUCT OR THE SERVER(S) ON WHICH THE LICENSED PRODUCT IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND ALL SUCH WARRANTIES WHETHER EXPRESS OR IMPLIED ARE DISCLAIMED. END USER ACKNOWLEDGES THAT NEITHER DNA DIRECT NOR LENETIX ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE LICENSED PRODUCT, AND ALL CHARGES RELATED THERETO. END USER ASSUMES ALL RESPONSIBILITY AND RISK FOR USE BY END USER OR ITS OR HIS OR HER PATIENTS OF THE LICENSED PRODUCT AND/OR INFORMATION AND ANY RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF DNA DIRECT, LENETIX OR THEIR RESPECTIVE AFFILIATES, LICENSORS, LICENSEES, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, SUCCESSORS OR ASSIGNS, WHETHER MADE ON OR IN CONNECTION WITH THE LICENSED PRODUCT OR INFORMATION SHALL CREATE ANY WARRANTY. Some states do not allow the disclaimer of implied warranties of merchantability and fitness for a particular purpose, so the above disclaimers or exclusions may not apply to End User or its or his or her patients. In the event that applicable law imposes implied warranties on the Licensed Product or the Information, notwithstanding the foregoing, such implied warranties shall not have a duration greater than one year from the relevant purchase of the Licensed Product or the date the Licensed Product or Information was first accessed; shall terminate automatically at the end of such period; and shall be disclaimed and excluded to the fullest extent permitted by law.
   A possibility exists that unauthorized alterations could be made by third parties to the Information or Licensed Product. In the event that a situation arises in which the completeness or correctness of the Licensed Product or Information is in question, please contact us at customerservice@dnadirect.com with, if possible, a description and location of the material to be checked, as well as information sufficient to enable us to contact End User.
   END USER MAY ALSO HAVE OTHER RIGHTS UNDER APPLICABLE LAW WHICH VARY FROM STATE TO STATE.
   
   
9. Limitation of Liability of DNA Direct. NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF DNA DIRECT AND ITS AFFILIATES, LICENSORS, LICENSEES, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, SUCCESSORS OR ASSIGNS, OR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR OTHER REPRESENTATIVES OF DNA DIRECT OR ITS AFFILIATES ARE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LIABILITY OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE LICENSED PRODUCT, THE INFORMATION AND/OR ANY LINKED WEBSITE, WHETHER OR NOT ANY PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS OF ANY KIND BY ANY PATIENT OF END USER. WITHOUT LIMITING THE FOREGOING, DNA DIRECT SHALL HAVE NO LIABILITY OF ANY KIND FOR ANY TEST OR TEST RESULTS OR ANY DISCLOSURE THEREOF TO ANY PATIENT OF END USER.
   
   
10. Limitation of Liability of Lenetix. NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF LENETIX OR ITS AFFILIATES, LICENSORS, LICENSEES, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, SUCCESSORS OR ASSIGNS, OR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR OTHER REPRESENTATIVES OF LENETIX OR ITS AFFILIATES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE LICENSED PRODUCT, INFORMATION AND/OR ANY LINKED WEBSITE, WHETHER OR NOT ANY PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS OF ANY KIND BY ANY PATIENT OF END USER.
    THE SOLE REMEDY OF END USER OR ITS OR HIS OR HER PATIENTS WITH RESPECT TO THIS LICENSED PRODUCT, THE INFORMATION, OR ANY LINKED WEBSITE IS TO STOP USING THE LICENSED PRODUCT, INFORMATION, OR LINKED WEBSITE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO LENETIX FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR RELATING IN ANY MANNER TO THE LICENSED PRODUCT AND INFORMATION, SHALL IN NO EVENT EXCEED IN THE AGGREGATE, THE GREATER OF: (A) THE TOTAL AMOUNT (IF ANY) PAID BY END USER FOR USE OF THE LICENSED PRODUCT AND INFORMATION; OR (B) FIVE HUNDRED DOLLARS (US $500). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to End User or its or his or her patients.
    
    
11. Indemnification. End User agrees to indemnify, defend and hold DNA Direct, Lenetix, and their respective affiliates, licensors, licensees, suppliers, advertisers, sponsors, agents, successors and assigns and DNA Direct, Lenetix's and each of their affiliates' directors, officers, employees, consultants and other representatives, harmless from and against any and all claims, damages, liabilities, losses, costs (including reasonable attorneys' fees) and other expenses that arise directly or indirectly out of or from the following: (a) End User's breach of this Agreement; (b) End User's or its patient's use of the Licensed Product or Information or any other claim by any patient of End User or any family member thereof ; or (c) failure by End User to comply with all applicable laws, rules and regulations.
    
    
12. Jurisdictional Issues. The Licensed Product is solely directed to individuals residing in the United States; and no individual located outside the United States shall have any right to access or use this Licensed Product or obtain any of the Information at any time. Neither DNA Direct nor Lenetix make any representation that the Information or Licensed Product are appropriate or available for use in other locations. Those who choose to access the Licensed Product from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
    
    
13. Contacts Regarding the Licensed Product. Should you have any questions, comments or complaints regarding this Agreement or the Licensed Product, please contact the following as appropriate:
    
    DNA Direct, Inc.
    Pier 9 - Suite 105
    San Francisco, CA 94111 USA
    Email: info@dnadirect.com
    Telephone: (877) 646-0222
    
    Lenetix Medical Screening Laboratory, Inc.
    174 Mineola Boulevard, Suite 1
    Mineola, New York 11501
    Email: questions@lenetix.com
    Telephone: 516-320-637
    
    
14. Miscellaneous. This Agreement is governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its principles of conflicts of law. End User agrees to submit to the exclusive jurisdiction of any State or Federal court located in the County of San Francisco, California, United States of America, and waives any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between Lenetix and/or DNA Direct on the one hand and End User on the other hand relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between such parties with respect to such subject matter. This Agreement or any right, obligation or remedy hereunder is not assignable, transferable, delegatable or sublicenseable by End User except with DNA Direct's prior written consent, which may be withheld in its sole discretion, and any attempted assignment, transfer, delegation or sublicense shall be null and void. DNA Direct or Lenetix may assign, transfer or delegate this Agreement or any right or obligation or remedy hereunder in its respective sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof, and the singular shall include the plural and the plural the singular.

END USER ACKNOWLEDGES THAT it or he or she HAS READ THIS AGREEMENT AND UNDERSTANDS IT. BY CLICKING "I ACCEPT" BELOW, END USER CONSENTS TO BE BOUND BY THESE TERMS AND CONDITIONS.

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