GenEmbryomics Limited Website Terms and Conditions Last updated: April 2024 OVERVIEW OF THESE TERMS These Website Terms and Conditions ("Terms") apply to all websites owned and operated by GenEmbryomics Limited (ACN 631 082 418) and any related company ("GenEmbryomics/We/Us"). Please read these Terms carefully before accessing, using or browsing www.genembryomics.com or any of our other websites ("Our Websites") and any content displayed on Our Websites ("Our Content"). By accessing or using Our Websites and/or Our Content, you agree (including as agent for any person or entity for which you might do so) that: • you are competent and if applicable, have full authority to bind any person or entity as their agent; • you have read and understand these Terms; • you agree to comply with these Terms; and • these Terms constitute a legally binding agreement between you and GenEmbryomics. If you do not agree to be bound by these Terms, please do not access or use Our Websites and/or Our Content. We do not otherwise agree or purport to grant any person the right to access or use Our Websites and/or Our Content unless they agree to be bound by these Terms. ACCESS AND USE You agree not to do any of the following: • send or otherwise transmit through Our Websites or to us any unlawful, damaging, harassing, defamatory, threatening, hateful or other similar material of any kind, or any unsolicited advertising, promotional materials or spam; • misrepresent your identity or affiliation with any entity or person in any way; • use Our Websites and/or Our Content to: o disclose or solicit personal information about a person; o defame or otherwise cause harm to a person; o collect information about users of Our Websites or any of our services; and o make available or transmit on Our Websites and/or through Our Content any content or material that is protected as the intellectual property of another person or entity, or via any other form of proprietary rights without the express permission of such a person or entity; • obtain or assist another person to: o obtain unauthorised access to Our Websites and/or Our Content, or any software or devices that we use; or o violate these Terms, including by using , "robots," "spiders," or "offline readers" to transmit a large amount of message requests to our servers; and • transmit through Our Websites or to us any bug, virus, worm, spyware or any other computer code, file or program that may damage or hijack any device or software that we use, or Our Websites or Our Content. OWNERSHIP OF OUR CONTENT Our Content is owned by or licenced to us. This includes any text, code, information, graphics, illustrations, photographs, video, music, sound, logos, design, layout, downloads, pricing, products and/or services displayed on Our Websites. You must not reproduce, transmit, adapt, distribute, sell, modify, publish or store Our Content for any purpose unless we provide you with our express, written consent to do so, or unless you are permitted by law to do so. THIRD PARTY CONTENT Our Websites and Our Content may contain links to or display the content of third parties ("Third Party Content"), including links to websites operated and services provided by other entities or persons ("Third Party Websites"). Third Party Content and Third Party Websites are not under our control. Your use of or activity on any Third Party Content and Third Party Websites will be governed by the terms of use and privacy policies of their these third parties rather than by these Terms or GenEmbryomics' Privacy Policy. We do not endorse, represent or make any warranty regarding any Third Party Content or Third Party Websites, or in respect of any third party's conduct. If you access, use or rely on any Third Party Content or Third Party Websites, you do so solely at your own risk. OUR PRODUCTS AND SERVICES GenEmbryomics does not provide medical advice, diagnosis or treatment, or instruction on the appropriate use of any products through Our Websites and Our Content. Any products and services provided by GenEmbryomics will only be available if requisitioned through an authorised healthcare provider. DISCLAIMERS General disclaimers Our Websites and Our Content are provided on an "as is" and "as available" basis. You are solely responsible for the following: • configuring your devices, software and IT facilities to ensure that your access and use of Our Websites and/or Our Content is suitable and safe; and • verifying the accuracy, reliability and completeness of any information forming part of Our Websites and Our Content. Your use of Our Websites and Our Content is at your own risk. GenEmbryomics also makes no representations or warranties that use of Our Websites will be uninterrupted or error-free, or free from viruses. To the extent permitted by law, GenEmbryomics disclaims all warranties and guarantees, express or implied, arising out of or in connection with your use of Our Websites and Our Content. This includes any and all implied warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement. GenEmbryomics expressly disclaims any and all liability, whether based in contract, tort, strict liability or otherwise, for any direct, indirect, incidental, consequential or special damages arising out of or in connection with your access and use of Our Websites and/or Our Content including where GenEmbryomics may have been informed or otherwise made aware of the possibility of these damages. You agree to indemnify, defend and hold GenEmbryomics and its directors, officers, employees, agents and contractors harmless, from and against any and all claims, damages, losses and costs arising directly or indirectly out of or from a breach of any provision of these Terms by you, and your access or use of Our Websites and/or Our Content.
Disclaimers about medical advice, diagnosis and treatment As noted above, GenEmbryomics does not provide medical advice, diagnosis or treatment, or instruction on the appropriate use of any products through Our Websites and Our Content. All content and material on Our Websites and forming part of Our Content is for informational purposes only. It is not intended to be used as a substitute or as a basis for deferring consultation with a qualified medical practitioner. Our Websites and Our Content may contain information about research studies, clinical trials, and medical treatments. The provision of this information does not constitute an endorsement, representation or guarantee regarding these research studies, clinical trials, medical treatments, or any person who may have conducted or been involved in these things. You are solely responsible for determining the suitability of and/or pursuing participation in any of these research studies, clinical trials, medical treatments. INTELLECTUAL PROPERTY By submitting any content or material to GenEmbryomics through Our Websites, you agree that: • if you are a healthcare professional, you will not submit any content or material that may identify a patient, or any information that you do not have the necessary consents or authorisation to disclose; • you will only submit content or material that complies with applicable laws; • you will not submit content or material that is abusive, defamatory, obscene, infringing, threatening, repetitive or otherwise inappropriate; • you will not submit content or material that contains any viruses or other software that may adversely affect the operation of another's computer; • all content and material submitted to us will be taken by us to non-confidential in nature; and • you: o grant to GenEmbryomics a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, publish, perform, transmit, distribute, prepare derivative works of and display such content and material via any media; and o waive any moral rights you may have in such content and material. Subject to the GenEmbryomics Privacy Policy, GenEmbryomics is free to use any content and material submitted to us, including any ideas, concepts, know-how or techniques contained in such content, for any purpose. All product names, whether or not they appear in large print or with a trade mark symbol, contained on Our Websites or in Our Content are the trade marks and service marks of GenEmbryomics, our related companies, licensors or joint venture partners. Our Content, including any images or text, are protected by copyright laws. Our Content may not be distributed, downloaded, modified, reused, reposted or otherwise used except that you may view, use and download a single copy for your personal, non-commercial use. Any other use of GenEmbryomics' intellectual property, including our trade marks, service marks and copyrighted material is expressly prohibited and may be a breach of applicable law. For information about how you may make complaints on copyright matters, please refer to the heading 'Copyright Complaints' below. COOKIES A cookie is a small text file stored in your computer’s memory or on your hard disk for a pre-defined period of time. We use cookies to identify specific machines in order to collect aggregate information on how users access and use Our Websites and/or Our Content. This information will help to better adapt Our Websites and/or Our Content to suit your personal requirements and usage trends. We may use third-party vendors to display advertisements on websites operated by third parties. GenEmbryomics may use analytics data supplied by these third parties to inform and optimise its marketing based on your engagement with those advertisements, Our Websites and/or Our Content. While cookies allow your computer to be identified, they do not reveal your personal information. For more information on cookie settings of your internet browser, please refer to your browser’s manual. OVERSEAS USERS GenEmbryomics makes no representation that Our Websites and Our Content are appropriate or available for use in all locations worldwide, particularly, outside of the United States of America and Australia. Please note that access to Our Websites and/or Our Content may be illegal or may make you liable for penalties in certain jurisdictions. DISCLOSURE OF PERSONAL INFORMATION OVERSEAS GenEmbryomics may disclose your personal information to recipients located outside of your own jurisdiction. Some of those jurisdictions may not afford your personal information, the same level of protection that may exist in your own jurisdiction. For information about the handling of your personal information, please refer to the heading 'Privacy Policy' below. TERMINATION AND SURVIVAL OF CERTAIN PROVISIONS GenEmbryomics may terminate your use of Our Websites, and any of our features or services at any time and for any reason without notice if you violate any provision. On termination, you must destroy any and all content and material obtained from Our Websites, including any copies that you may have made. All provisions in these Terms relating to website security, prohibited activities, copyrights, trade marks, submissions of content and material to GenEmbryomics, disclaimer, limitation of liability, indemnity and governing law will survive termination. You agree that, if your use of Our Websites is terminated pursuant to these Terms, you will not attempt to access or use Our Websites and Our Content including under an assumed name. OUR RIGHTS ARE RESERVED GenEmbryomics reserves the right to pursue any and all remedies available at law and in equity for violations of these Terms. This includes restricting you access to Our Websites and Our Content from a particular internet address. Our pursuit of one or more remedies will not limit our rights to pursue other remedies. GOVERNING LAW By accessing and using Our Website and/or Our Content, you agree that any dispute arising out of or in connection with your access and use, or these Terms will be governed by the laws of the State of California. You submit to the exclusive jurisdiction of the federal and state courts of San Francisco County in the State of California. MEDIATION OF DISPUTES You agree to attempt to mediate any and all disputes before seeking adjudication in a court. LIMITATION PERIOD You agree that any cause of action you may have with respect to access and use of Our Websites and/or Our Content must be the subject of adjudication within one (1) year after the cause of action arises. SEVERABILITY If any provision of these Terms is held by a court to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any other provisions. COPYRIGHT COMPLAINTS You are solely responsible for ensuring that you have all necessary rights and permissions before downloading, reproducing, modifying, distributing, or otherwise using user-submitted content and material. If you or any other person consider that anything on Our Websites and/or Our Content constitutes copyright infringement, please contact GenEmbryomics using the contact details set out below with the following information: • a physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed; • identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are to be identified in a single notification, a list of such works; • identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; • information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; • a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and • a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorised to act on behalf of the owner of an exclusive right that is allegedly infringed. CHANGES TO TERMS GenEmbryomics may revise or modify these Terms from time to time. All changes will be effective immediately upon notice to you, which may be given by any means, including by publication on Our Website. If you disagree with any changes to these Terms, your sole remedy is to discontinue your use of Our Website and Our Content. Any use of Our Website and Our Content by you shall be deemed to constitute acceptance of the changes. VIOLATIONS OF LAW Your access and use of Our Websites and Our Content is subject to your compliance with applicable laws. You must not violate or attempt to violate the security of Our Websites and Our Content. Any such violations may result in criminal and/or civil penalties against you. GenEmbryomics will investigate any alleged or suspected violations and if a criminal violation is suspected, we will cooperate with law enforcement agencies in their investigations. We explicitly disclaim liability for any and all losses and damages arising from an actual or suspected violation of law by you. PRIVACY POLICY GenEmbryomics' Privacy Policy provides detailed descriptions about how we collect, use and disclose personal information collected, used and disclosed through Our Websites and/or in Our Content. It also explains how you can request to access or correct any personal information that we hold about you, and how you can make a complaint about how we handle your personal information. GenEmbryomics' Privacy Policy is available at: genembryomics.com/en/privacy. CONTACT If you have any questions, complaints or concerns, please let us know by emailing legal@genembryomics.com.