1. ACCEPTANCE, APPLICATION AND UPDATE

By using the Service, you accept and agree to follow and be bound by these Terms and Conditions (whether on behalf of yourself or a legal entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Service. If you do not agree to these Terms and Conditions, you are not authorized and must cease using the Service immediately.

These Terms and Conditions shall apply to the exclusion of all other terms and conditions including any which the Client may purport to apply under any agreement, test requisition form (the “Test Requisition Form”), confirmation of order or all other similar documents, whether paper-based or electronic/digital.

We may change these Terms from time to time for our business reasons by notifying you of such changes by any reasonable means, including by posting a revised Terms and Conditions through the Website. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms and Conditions incorporating such changes, or otherwise notified you of such changes. The “Last Updated Date” above indicates when these Terms and Conditions were last updated.

2. JURISDICTIONAL ISSUES

The Website and the Service are hosted and performed (or both) from the Republic of Korea ("Korea") and are subject to applicable Korean laws, rules, and regulations. If you choose to use the Website and/or the Service from regions outside Korea, then by your use of the Website and/or the Service, you acknowledge and agree that: (a) you are transferring your personal information outside of those regions to Korea for genetic analysis, storage, and processing as required for 3billion and its contracts to perform the Service; and (b) the laws and regulations of Korea shall govern your use of the Website and/or the Service and provision of your information, which laws and regulations may differ from those of your country of residence.

3. ELGIBILITY

You agree that by using the Service, you are legally able to enter into a contract, and a person legally qualified and licensed to practice medicine and legally authorized to request genetic and biomolecular testing services related to the diagnosis of the patient (the “Patient”) with suspected genetic disorders (the "Authorized Healthcare Provider").

If you are agreeing to these Terms and Conditions on behalf of hospitals, pharmaceutical companies, reference laboratories or any other medical organizations or entities (the "Medical and Healthcare Organization"), you represent and warrant that you are authorized to agree to these Terms and Conditions on that Medical and Healthcare Organization’s behalf and bind them to these Terms and Conditions.

If you are an Authorized Healthcare Provider or a Medical and Healthcare Organization obtaining a Patient sample (the “Sample”) or ordering a Service for your Patient, you represent and warrant that (i) you are authorized in your jurisdiction to order the Service on behalf of your Patient; (ii) you have advised your Patient of the benefits, risks, capabilities, and limitations of the Service and test(s); (iii) you have obtained informed consent (the “Informed Consent”) from your Patient to share the Patient's Sample information with 3billion; (iv) you have confirmed that your Patient has signed or will sign the applicable Informed Consent form; and (v) you will notify 3billion of any changes in Patient information and consent status, including changes to consent to store the Sample.

4. ACCOUNT

When you create an Account to use our Service, you must provide complete and accurate information as requested on the registration form, and you must maintain and update such information to keep it complete and accurate. You will also be asked to provide a user name (“User ID”) and password (“PW”). You are entirely responsible for maintaining the confidentiality of your User ID and PW, and are responsible for all activities (whether by you or by others) that occur under your User ID or Account. You may not use a third party’s Account, user name or password at any time, and you will not allow anyone other than Client to access or use the Service from your Account. You agree to notify 3billion immediately of any unauthorized use of your Account, User ID or PW. 3billion shall not be liable for any losses you incur as a result of someone else’s use of your Account, User ID or PW, either with or without your knowledge.

You will promptly notify 3billion of any suspected violation of these Terms and Conditions by a Client and will cooperate with 3billion to address the suspected violation. 3billion may suspend or terminate any Client’s access to the Service upon notice to you in the event that 3billion reasonably determines that such Client violated these Terms.

5. OUR SERVICE

A. Our Service includes but is not limited to sample collection, biomarker and biomolecular testing, whole exome sequencing test, raw data generation, manipulation and interpretation, analysis and reanalysis, disease informatics, symptom suggestion system, medical interpretation, report production, and all other affiliated services performed based on the most updated scientific and analytical standards.

B. Ordering and Shipment of Samples :

(1) Any order of a Client (“Order”) shall become valid if the Client places an Order on the 3billion portal (the “Portal” https://portal.3billion.io), and the Service will be ordered by submitting an electronic Test Requisition Form through our Portal.

(2) The Client shall ship the Sample to 3billion together with a uniquely assigned Sample identifier (to de-identified a Patient’s information) as instructed by us, along with hard copies of the signed Informed Consent form and the Test Requisition Form. For the avoidance of doubt, Orders are deemed to have been received only once we have received all of the information and documentation required under the Test Requisition Form.

(3) 3billion reserves the right to reject any Sample or to refuse the processing of any Order if the Informed Cent and/or the Test Requisition Form are (i) not provided, (ii) incomplete, or (iii) do not fulfill the standards required under applicable laws or regulations, including the Bioethics and Safety Act under the Korean law.

C. Analysis :

(1) 3billion shall proceed to the analysis of the Sample registered with the complete Order information and documentation, in accordance with the specific Order details.

(2) It is possible that genetic or biomolecular tests may show incorrect results due to unforeseen or unknown factors including but not limited to the quality of the Sample provided by the Client to 3billion or the failure of any tests not influenced by 3billion. In such cases, 3billion shall not be responsible or held liable for the incomplete, potentially misleading or even inaccurate result of any tests if such issue could not be recognized by 3billion in advance.

D. Report :

(1) 3billion shall make available the completed report in relation to all provided Samples for the Client (the “Report”) through 3billion’s Portal or via the Client’s registered email in the Account.

(2) Any provided Report contains the result of the analysis of a specific Sample tested according to the stated methods and conditions, and the results do not necessarily indicate or predict the qualities of other identical or similar test, experiment, or operating conditions.

(3) In case of any deficiencies, uncertainties, or any other possible issues in the Report, the Client shall immediately inform 3billion in writing, and request an additional explanation, clarification or eventual modification to the provided Report. 3billion will investigate such a request without delay, and if the claims are justified, will use commercially reasonable efforts to amend the Report. Further, 3billion shall not be held liable for any generalizations, deductions, assumptions or conclusions drawn by the Client or any other individuals or entities based on the Report.

(4) Should additional laboratory work or analysis to be undertaken by 3billion for further verification of the Report, 3billion shall have the right to claim reasonable costs incurred for the additional work, provided the original findings are verified.

E. Data Usage :

(1) Subject to 3billion’s privacy policy (the “Privacy Policy”), by providing an Order to 3billion, the Client agrees, confirms and warrants to 3billion that, subject to the Patient’s specific Informed Consent and Test Requisition Form, 3billion is entitled and legally permitted to store, retain and utilize for commercial, non-commercial, scientific and/or research purposes, all and any (i) corresponding information sent by the Client, (ii) generated raw sequencing data and variant interpretation, and (iii) copies of all Reports ((i) (ii) and (iii) collectively the “Data”).

(2) With regard to Data usage, 3billion shall take all necessary steps to ensure that the Data is fully de-identified, and the Client is responsible for (i) obtaining all necessary approvals (including that of the Patient), and (ii) contractual undertakings and permissions as may be required in accordance with applicable laws in order to ensure that 3billion may store, retain and utilize the Data.

(3) In accordance with the applicable laws and regulations including the Bioethics and Safety Act of Korea, 3billion will discard and destroy all leftover Sample once the Service is fulfilled.

(4) When a customer or an inspection party requests the disposal of specimens or original sequencing data, 3billion faithfully complies with the request for disposal. However, the customer must submit a data disposal request form to 3billion, and 3billion will proceed with the disposal after confirming it.

(5) Regardless of 3billion's data retention policy, customers must request 3billion for original sequencing data if needed, within one year from the completion date, and requests cannot be made after the deadline. For detailed information such as additional costs, please refer to the product policy. However, if a customer requests the original sequencing data due to the inspection subject or legal guardian's request, the request can be made within 10 years from the completion date.

F. Time and Delivery :

(1) Dates and time of completion of the Service and delivery of the Report provided by 3billion are estimates only and shall not constitute a term or condition of any agreements.

(2) 3billion shall use its commercially reasonable efforts to process the Service and deliver the Report within the estimated time frame as communicated or as agreed in the Order. If any circumstances which delay or hinder the performance of the Service and/or delivery of the Report arise, 3billion shall, as soon as reasonably possible, notify the Client of such delay. The completion time shall be extended accordingly upon the occurrence of any such circumstances.

(3) The Client shall not be entitled to claim compensation or to suspend or terminate the respective Order to reject the deliveries of the Report when 3billion fails to timely process one or more of the Services or the Reports based on legitimate grounds.

6. PAYMENT TERMS

A. 3billion reserves the right to change prices for the Service (the “Service Fee”) at any time. Irrespective of any change of the Service Fee the Client will be charged the fee, which was specified for the Service when the Order was placed. The Service Fee does not include any value added tax (VAT) or goods & services tax (GST), and any deviations or discounts shall in each Order be determined in a separate written agreement (if applicable).

B. Upon receiving an Order, 3billion will invoice for the Service Fee to the Client according to the payment option, and the Client shall pay the invoice for the performance of the Service within fifteen (15) calendar days as from the date marked on the invoice unless agreed differently. In case of delay of the payment, 3billion is entitled to add an overdue charge of 1% of the amount due per each calendar day to the invoice.

C. Any taxes or duties relating the Service Fee or Service related fees or costs (where applicable) due within the Client’s country shall be borne by the Client.

D. 3billion may withhold or reject any further performance of the Service if the due payments are not paid by the Client within thirty (30) days of the issuance date of the invoice.

7. INTELLECTUAL PROPERTY AND TRADEMARK

The Website is owned and operated by 3billion Inc. and contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Website.

The Service is protected as a collective work or compilation under copyright and other laws and treaties. You acknowledge that the Service contains original works that have been developed, compiled, prepared, revised, selected, and arranged by 3billion through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of 3billion. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Service, shall, as between you and 3billion, at all times be and remain the sole and exclusive property of 3billion.

Except as otherwise expressly provided by 3billion, none of the Service and the Website may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on the Service and the Website shall be construed to confer any license under any of 3billion’s intellectual property rights. Any rights not expressly granted in these Terms and Conditions are reserved by 3billion.

8. DISCLAIMERS

You acknowledge that you are using the service at your sole risk. to the fullest extent allowed by applicable law, the service is provided on an “as is,” “with all faults,” and “as available” basis without warranty of any kind, whether express, implied, statutory, or otherwise including but not limited to those of merchantability, fitness for a particular purpose, title, accuracy, completeness, reliability, non-infringement, or any other warranty, condition, guarantee or representation, whether oral, in writing or in electronic form.

3billion does not warrant that access to our website or use of our service will function without interruption, will meet your requirements, is free of malicious code or that it is free of errors or omissions, or loss or security breach of transmitted information, or that no viruses will be transmitted through access to or use of the website or the service.

You are advised to safeguard your data, to use caution and not to rely in any way on the correct functioning or performance of the website, the service and/or accompanying materials.

9. LIMITATIONS OF LIABILITY

To the fullest extent permitted under applicable law and excluding in the event of the fraud, gross negligence or willful misconduct of 3billion or in the event of personal injury or death due to 3billion’s willful misconduct or gross negligence: (a) 3billion will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, or for damages for loss of profits, use or data, loss of other intangibles, loss of security of submissions (including unauthorized interception by third parties of any submissions), even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, 3billion will not be liable for damages of any kind resulting from your use of the service or inability to use the website, including from any virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the website is to stop using the website; and (d) the maximum aggregate liability of 3billion for all damages, losses, and causes of action, whether in contract, tort (including negligence) or otherwise, will be the total amount of the service fee paid by you to 3billion to use the service. all limitations of liability of any kind (including in this section and elsewhere in this agreement) are made for the benefit of both 3billion and the affiliated entities, and their respective successors and assigns.

10. INDEMNITY

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless 3billion and any affiliated entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of the Website and the Service (including any Order made by or the Sample provided by you); and (b) any violation or alleged violation of these Terms and Conditions by you.

3billion retains the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

11. TERM AND TERMINATION

These Terms and Conditions are effective unless and until terminated by either you or us. You may terminate your use of the Service at any time by ceasing further use of the Service. 3billion is also free to terminate (or suspend access to) your use of the Service or your Account, for any reason in our discretion, including your breach of these Terms and Conditions. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms and Conditions.

If these Terms and Conditions expire or are terminated for any reason: (a) any and all of your liabilities to 3billion that have accrued before the effective date of the expiration or termination will survive; (b) any licenses and use rights granted to you (if any) with respect to the Service and intellectual property will immediately terminate; (c) 3billion’s obligation to provide any further services to you under these Terms and Conditions will immediately terminate, except any such services that are expressly to be provided following expiration or termination of these Terms and Conditions. Any other provisions that, by their nature, should survive termination of these Terms and Conditions including payment terms, intellectual property and trademark, disclaimers, limitations of liability, and indemnity.

12. MISCELLANEOUS

A. Force Majeure :

Neither you nor 3billion will be liable by reason of any failure or delay in the performance of its obligations herein (except for the payment of money owed) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, and internet connectivity. If 3billion is affected by a force majeure event, we will provide notice to the Client within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

B. Governing Law/Dispute Resolution :

These Terms and Conditions and the rights and obligations of you and 3billion shall be governed by and construed in accordance with the laws of the Republic of Korea, without giving effect to the conflict of laws principles thereof. In the event of any dispute, controversy or claim in connection with or arising out of the existence, validity, construction or performance of these Terms and Conditions, or the breach, termination or invalidity hereof (each a “Dispute”), you and 3billion shall seek to amicably settle or resolve such Dispute through negotiations in good faith. Any Disputes shall be referred to and resolved by the Seoul Central District Court of Korea. You and 3billion hereby submit to the exclusive jurisdiction of the Seoul Central District Court in Seoul, Korea as the court of first instance.

C. Electronic Communications :

You agree to receive all communications, agreements, and notices that we provide in connection with the Service (“Communications”), including, but not limited to, Communications related to our delivery of the Service via electronic means, including by e-mail, text, or by posting them on the Service. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.

D. Assignability :

You may not assign your rights or obligations, or delegate your responsibilities herein without 3billion’s prior written consent.

E. Severability :

If any part of these Terms and Conditions is found to be illegal, unenforceable, or invalid in any respect, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

F. Entire Agreement :

These Terms and Conditions and any documents expressly incorporated by reference constitute the final, complete, and exclusive expression of the agreement between you and 3billion regarding the Service provided under these Terms and Conditions.