Portal Terms of Use
PRELUDEDX PORTAL
USER AGREEMENT

1. LEGALLY BINDING AGREEMENT. This agreement ("Agreement") sets forth the terms and conditions under which you and others acting on your behalf (collectively "YOU") will be given access to the PreludeDx Portal. This Agreement supplements the terms and conditions YOU previously agreed to in accessing PreludeDx.com. In case of conflict between this Agreement and the terms and conditions for PreludeDx.com, this Agreement governs. This Agreement contains important legal provisions. This Agreement contains important legal provisions. By clicking "I Agree" YOU will be entering a legally binding agreement with Prelude Corporation (d.b.a. PreludeDx, "PRELUDEDX"), under which, YOU will promise to do or not do certain things. YOU will also agree to specific restrictions on how YOU may use and distribute content YOU receive through the PreludeDx Portal. Each subsequent instance of YOU accessing the PreludeDx Portal shall constitute a renewed acceptance by YOU of this Agreement, as it may be updated, amended, and modified by PRELUDEDX in its sole discretion. YOUR sole recourse and remedy in the event YOU do not agree to accept any provision of this Agreement, or any subsequent modification thereof, shall be to cease YOUR usage of and access to the PreludeDx Portal. PLEASE READ CAREFULLY BEFORE CLICKING "I AGREE".

2. Purpose. To improve patient care, PRELUDEDX allows healthcare providers to access a secure, HIPAA-compliant, electronic portal by which such providers can perform certain actions and obtain certain information related to PRELUDEDX tests (the "PreludeDx Portal"). Under this Agreement, YOU may be given access to the PreludeDx Portal, which may include (a) the ability to obtain certain information relating certain PRELUDEDX tests such as test status, test results, etc., (b) certain online ordering functionalities for certain PRELUDEDX test offerings, and (c) certain additional functionalities. These and any functionalities may be included or removed from the PreludeDx Portal at any time and from time to time by PRELUDEDX in its sole discretion. In consideration of PRELUDEDX granting YOU and others working on YOUR behalf access to the PreludeDx Portal, YOU hereby agree to the following terms and conditions.

3. PreludeDx Portal Access.

3.1 Accounts, Verification, and Users. Before gaining access to the PreludeDx Portal, YOU will be required either (a) to establish an account, which will typically be associated with a healthcare provider or group (e.g., practice, hospital) of healthcare providers, or (b) if YOU are seeking access to the PreludeDx Portal for an existing account, to verify authorization for such access. Each individual granted access to the PreludeDx Portal for an account will be known as an "Authorized User". YOU agree to make reasonable efforts to ensure only live individuals involved in providing direct care to YOUR patients (i.e., patients directly associated with an account with which YOU are associated) become Authorized Users of any account with which you are associated. For clarity, YOU agree to not designate any corporation, company or other organization as an Authorized User. YOU understand and agree that each time YOU invite or in any other way facilitate an individual to become an Authorized User of the PreludeDx Portal, YOU are representing and warranting to PRELUDEDX (a) that the proposed Authorized User is a live individual; (b) that the proposed Authorized User is involved in providing direct health care to YOUR patients; and (c) that the proposed Authorized User may properly have access under applicable law or regulation (e.g., HIPAA) to any and all information accessible in the PreludeDx Portal, including but not limited to patient testing results.

3.2 YOU are liable for actions of YOUR Authorized Users. If YOU are a healthcare provider, YOU agree that any individual YOU invite or in any other way facilitate to become an Authorized User for any account with which YOU are associated in the PreludeDx Portal will be YOUR agent as to such individual's access to and use of the PreludeDx Portal for such account, including but not limited to use or distribution of any content obtained through the PreludeDx Portal. As such, YOU agree to accept, and indemnify PRELUDEDX against, all liability for any such Authorized User's access and/or use.

3.3 YOU are responsible for policing access under YOUR credentials. Beyond requiring a username and password (or other authentication) ("Credentials") before allowing access to the PreludeDx Portal, PRELUDEDX will not be required to make any additional efforts to verify the identity or authorization of those accessing or attempting to access the PreludeDx Portal or any account therein. YOU agree to be fully responsible for maintaining the confidentiality of YOUR Credentials, and YOU agree to be fully responsible for all activities, whether YOURS or those of any other, that occur under or using YOUR Credentials. YOU agree to immediately notify PRELUDEDX of, and to take reasonable steps to prevent and/or terminate, any unauthorized use of YOUR Credentials or any PreludeDx Portal account with which YOU are associated, or any other known or suspected breach of security in accessing the PreludeDx Portal. YOU understand and agree that PRELUDEDX may monitor YOUR use of the PreludeDx Portal as well as any other Authorized User's use of the PreludeDx Portal, including but not limited to the volume and nature of information or documentation (e.g., patient test results) accessed by Authorized Users.

3.4 Continuing access to the PreludeDx Portal. YOU agree that, as between YOU and PRELUDEDX, it is YOUR sole responsibility to provide all hardware, software and internet access that is needed for YOU to access the PreludeDx Portal. Minimum web browser requirements are subject to change at any time without the need to update this Agreement. It is recommended that YOU use the latest version of any widely used web browser, such as Chrome, Safari or Firefox. Minimum PDF viewer requirement, subject to change at any time without the need to update this Agreement, is the current version of AdobeTM ReaderTM.

4. Optional Functionality.

4.1 Clinical Resources. Some current and/or future functionality available through the PreludeDx Portal may include resources to help YOU and other healthcare providers, e.g., evaluate patients for appropriateness for PRELUDEDX's testing, generate pre-populated test request forms for PRELUDEDX's testing, etc. YOU hereby agree and acknowledge that (a) any such clinical resource is provided solely as a resource to aid in the ordering and processing of PRELUDEDX tests, (b) any such clinical resource does not replace YOUR clinical judgment in deciding whether to test a particular patient, what test to order for such patient, or what laboratory to use for such testing, (c) PRELUDEDX shall not be liable for and YOU hereby hold PRELUDEDX harmless against YOUR use or reliance on any such clinical resource, and (d) such clinical resources as well as all other information and functionality accessible through the PreludeDx Portal do not constitute independent value or remuneration to YOU or any other Authorized User with whom you are associated.

4.2 Test ordering through the PreludeDx Portal. For all PRELUDEDX tests ordered by YOU for a patient through the PreludeDx Portal, if any, YOU represent and warrant that YOU (a) have the legal authority and/or professional licensing required, if any, to place such order(s); (b) have obtained any and all patient consents to collect, transfer, and have tested any samples submitted in connection with such order(s), as required by applicable laws, regulations, and rules; (c) are not currently excluded from a federal or state health care payor or program; and (d) shall use information derived from a test result provided by PRELUDEDX only for treatment of the patient or, subject to Section 5, for other legally permissible purposes.

4.3 Preferences. Some functionality available through the PreludeDx Portal may include the option for YOU to indicate default preferences for certain elements of YOUR interactions with PRELUDEDX. Examples may include managing notifications, automated replacement kit ordering, genetic counsellor referrals, etc. By clicking "I Agree" when entering these preferences in the PreludeDx Portal, YOU (a) renew YOUR acceptance of this Agreement, (b) authorize PRELUDEDX to act in accordance with such preferences, and (c) indemnify and hold PRELUDEDX harmless against any claims or liabilities arising out of PRELUDEDX's actions in accordance with such preferences.

5. Important Limitations on YOUR Use of the PreludeDx Portal.

5.1 Limitations on YOUR use of PreludeDx Portal content. The PreludeDx Portal and associated content and software are and shall remain confidential and proprietary trade secrets of PRELUDEDX. Except as provided by applicable law, YOU agree that YOU will not disclose, provide, or distribute any content YOU receive through the PreludeDx Portal, including any element of any patient result report for a PRELUDEDX test (especially but not limited to the clinical classification of any genetic variant), to any person or party other than: (i) the patient to whom the content applies, (ii) a healthcare provider directly involved in that particular patient's care, or (iii) a third party to whom that patient expressly directs disclosure. YOU agree to the forgoing restriction (a) regardless of the means in which such content is to be provided by YOU to the other person or party (e.g., verbally, in writing, electronically, etc.) and (b) regardless of whether a patient's protected health information is excluded from the information provided to the other party.

5.2 Test result format. YOU acknowledge that by registering with the PreludeDx Portal, YOU will receive the following:

Online results for DCISionRT. Contact PreludeDx to request paper results. Patient results will be available for viewing, download or printing through the PreludeDx Portal for a period of three hundred sixty-five (365) days from initial posting on the PreludeDx Portal, after which time test results may be removed from the PreludeDx Portal.

6. Compliance with laws and regulations. YOU agree to comply with all required and applicable local, state and federal laws, ordinances, and regulations governing the privacy and security of patient medical records. YOU agree and acknowledge that any and all testing results accessed via the PreludeDx Portal are accessed through software applications neither created nor controlled by PRELUDEDX, including but not limited to applications such as Adobe Reader, Microsoft Internet Explorer, Google Chrome, Mozilla Firefox, or Apple Safari. These applications may grant YOU functionality not approved by applicable laws and regulations (e.g., HIPAA), including but not limited to emailing patient results and information to third parties. YOU agree and acknowledge that YOU are responsible for YOUR own compliance, and in the case of any healthcare provider YOU are responsible for the compliance of Authorized Users associated with any account with which you are associated, with all laws and regulations applicable to the handling of medical records (e.g., HIPAA) once protected health information has been accessed through the PreludeDx Portal. PRELUDEDX will take reasonable steps to protect the confidentiality of YOUR account information; however PRELUDEDX makes no warranty, guarantee, or representation of such confidentiality or that use of the PreludeDx Portal is protected from viruses, security threats or other vulnerabilities.

7. Updates to PreludeDx Portal; Security. PRELUDEDX may update or revise the PreludeDx Portal and/or this Agreement at any time and may require Credential changes on a routine basis or as it otherwise determines appropriate. PRELUDEDX may also disable YOUR access to the PreludeDx Portal for accounts in which YOU have had no activity for extended periods. Without limiting any rights which PRELUDEDX may otherwise have, PRELUDEDX reserves the right to take any and all action, as it deems necessary or reasonable, to protect the security of the PreludeDx Portal and YOUR account, including without limitation terminating YOUR account, changing YOUR Credentials, or requesting additional information to authorize access to YOUR account. Notwithstanding the above, PRELUDEDX may rely on the authority of anyone accessing YOUR account or using YOUR Credentials, whether to view patient results in the PreludeDx Portal or to order testing, and in no event and under no circumstances shall PRELUDEDX be held liable to YOU for any liabilities or damages resulting from or arising out of (i) any action or inaction of PRELUDEDX under this provision, (ii) any compromise of the confidentiality of YOUR account or Credentials and (iii) any unauthorized access to YOUR account or use of YOUR Credentials. YOU hereby agree to not use another's Credentials at any time.

8. Indemnification. In addition to the indemnity obligations provided for elsewhere in this Agreement, YOU agree to defend, indemnify, and hold PRELUDEDX harmless from any claims or liabilities that arise as a result of (a) YOUR access or use of the PreludeDx Portal, or any PreludeDx Portal content, or (b) YOUR breach of this Agreement, including any representation or warranty. In the case of healthcare providers YOU agree to defend, indemnify, and hold PRELUDEDX harmless from any claims or liabilities that arise as a result of (a) access or use of the PreludeDx Portal, or any PreludeDx P Portal content, by any Authorized User associated with any account with which you are associated or (b) breach of this Agreement, including any representation or warranty, by any Authorized User associated with any account with which you are associated.

9. Term of this Agreement. This Agreement and YOUR account shall be effective as of the date and time YOU first login to your account thereby agreeing to the terms of this Agreement and shall continue until terminated by either YOU or PRELUDEDX according to this Section 9.

9.1 YOU agree and acknowledge that PRELUDEDX may terminate this Agreement and revoke, disable, discontinue and/or limit YOUR access to the PreludeDx Portal at any time, with or without cause.

9.2 YOU may terminate this Agreement and/or any account for which YOU have primary responsibility at any time by providing written notice to PRELUDEDX and discontinuing all use of or access to the PreludeDx Portal.

9.3 Upon termination or expiration of this Agreement or any account for which YOU have primary responsibility, unless YOU indicate otherwise in writing, PRELUDEDX will promptly begin providing patient test results in written form only and will no longer provide YOU access to the PreludeDx Portal.

9.4 Termination or expiration of this Agreement or any account for which YOU have primary responsibility shall not affect any rights or obligations which have accrued prior to such termination or expiration.

10. Disputes. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California without regard to its conflict of law rules. Venue for any disputes arising under this Agreement shall be in any state or federal court in and for Orange County, California. YOU hereby submit the personal jurisdiction of such courts for purposes of any such dispute.