Mobile Application Terms and Conditions

These Mobile Application Terms and Conditions (these “Mobile Terms”) set forth the terms and conditions governing access to and use of Genetic LifeSpan Marketplace (the “Marketplace”) on the Genetic LifeSpan Marketplace mobile application (the “Marketplace App”). These Mobile Terms supplement the Authorized Supplier Terms and Conditions (the “Authorized Supplier Terms”), the terms of which are incorporated herein by reference. Capitalized terms used in these Mobile Terms but not otherwise defined shall have the meaning ascribed to such terms in the Authorized Supplier Terms. These Mobile Terms may be amended by time to time by GLS in its sole and absolute discretion and such Mobile Terms (as amended) shall be binding upon all users.

BY DOWNLOADING, INSTALLING, AND USING THE MARKETPLACE APP, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE MOBILE TERMS; (B) REPRESENT THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER; AND (C) ACCEPT THESE MOBILE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE MOBILE TERMS. IF YOU DO NOT AGREE TO THESE MOBILE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE MARKETPLACE APP AND DELETE IT FROM YOUR MOBILE DEVICE.

GLS’s License to You.

License. Subject to your compliance with these Mobile Terms, GLS grants you a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free, fully paid-up, limited license to install and use the Marketplace App solely in connection with your account on the Marketplace App and Marketplace (“Account”) and for lawful purposes only. For the avoidance of doubt, the Marketplace App is licensed, not sold, to you.

License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the Marketplace App, you shall not:

• copy the Marketplace App;
• modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Marketplace App;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Marketplace App or any part thereof;
• remove, delete, alter, or obscure any trademark or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Marketplace App, including any copy thereof;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Marketplace App, or any feature or functionality of the Marketplace App, to any third party for any reason, including by making the Marketplace App available on a network where it is capable of being accessed by more than one device at any time;
• use any robot, spider, or other automatic device, process, or means to access the Marketplace App for any purpose, including monitoring or copying any of the material on the Marketplace App;
• use any manual process to monitor or copy any of the material on the Marketplace App, or for any other purpose not expressly authorized in these Mobile Terms, without GLS’s prior written consent;
• frame, mirror, or otherwise incorporate the Marketplace App or any portion of the Marketplace App as part of any other mobile application, website, or service;
• use the Marketplace App in any manner that could disable, overburden, damage, or impair the Marketplace App or interfere with any other party’s use of the Marketplace App; or
• remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Marketplace App.

Your Representations, Warranties, and Covenants.

By downloading, installing, and using the Marketplace App and Marketplace, you represent, warrant, and covenant that:

• you have the legal capacity and authority to enter into these Mobile Terms and to comply with your obligations contained herein;
• all information you have provided to GLS is true, accurate, current, and complete, and you will promptly update such information as necessary;
• you own or otherwise have all rights, licenses, consents, and permissions necessary to create, upload, post, publish, transmit, or otherwise make available any Content through the Marketplace App or Marketplace and to grant GLS the rights and licenses as set forth in these Mobile Terms;
• your Content, and GLS’s use of your Content as authorized by these Mobile Terms, does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, privacy rights, publicity rights, contractual rights, or other rights of any third party;
• your Content complies with these Mobile Terms, the Content Community Guidelines, and all applicable laws, rules, and regulations; and
• you will comply with these Mobile Terms and all applicable laws in connection with your access to and use of the Marketplace App and Marketplace.

Third-Party Materials.

The Marketplace App may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that GLS is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. GLS does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Updates.

GLS may from time to time in its sole discretion develop and provide Marketplace App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that GLS has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your mobile device is connected to the internet either: (a) the Marketplace App will automatically download and install all available Updates, or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Marketplace App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Marketplace App and be subject to all terms and conditions of these Mobile Terms.

Disclaimer of Warranties.

THE MARKETPLACE APP AND MARKETPLACE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GLS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE MARKETPLACE APP AND THE MARKETPLACE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, GLS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE MARKETPLACE APP AND MARKETPLACE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GLS OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE MARKETPLACE APP OR MARKETPLACE FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR GLS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Indemnification.

In addition to any indemnification obligations set forth in the Marketplace Terms, you agree to indemnify, defend, and hold harmless GLS and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Marketplace App, the Marketplace, or your breach of these Mobile Terms, including but not limited to the Content you submit or make available through the Marketplace App or Marketplace.

Arbitration.

Any dispute, claim or controversy arising out of, relating or in any way connected to these Mobile Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Mobile Terms to arbitrate, and including any tort claims concerning transactions anticipated herein, the inducement of the contracts or conduct in relation thereto or thereunder (each a “Dispute”), shall be determined by final and binding arbitration in Las Vegas, Nevada before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction; provided, however, for the avoidance of all doubt, that in the event of resort to a court for provisional remedies the parties hereby expressly waive any and all rights to a jury.

Upon the occurrence of any Dispute, prior to initiating arbitration, the parties shall initiate by a writing (“Notice”) and engage in informal, good faith discussions to attempt to resolve the Dispute. Such discussions shall be governed by Federal Rule of Evidence 408 or such other applicable rule or statute that governs with respect to settlement discussions. Upon the exhaustion of the required informal discussions, a party may initiate arbitration but no earlier than thirty (30) days after delivery of the Notice.

Miscellaneous.

Entire Agreement. These Mobile Terms, including and together with the Marketplace Terms, and any related exhibits, schedules, and attachments, constitutes the sole and entire agreement of the parties with respect to the subject matter contained in these Mobile Terms and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

Headings. The headings in these Mobile Terms are for reference only and do not affect the interpretation of these Mobile Terms.

Severability. If any term or provision of these Mobile Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Mobile Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these Mobile Terms to reflect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE MOBILE TERMS, THE MARKETPLACE APP, OR THE MARKETPLACE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver of Class Action Participation. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ALSO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION OR REPRESENTATIVE ACTION PROCEEDING AGAINST GLS OR ITS AFFILIATES.

Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Mobile Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Amendments. GLS reserves the right to modify, amend, supplement, or replace these Mobile Terms at any time, in its sole discretion. Any such modification shall become effective upon posting the revised Mobile Terms on the Marketplace and/or Marketplace App, unless a later effective date is specified. Your continued access to or use of the Marketplace or Marketplace App following the effective date of any modification constitutes your acceptance of the revised Mobile Terms.

Successors and Assigns. These Mobile Terms is binding on and inures to the benefit of the parties and their respective successors and permitted assigns.

No Third-Party Beneficiaries. These Mobile Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Mobile Terms.

Governing Law. These Mobile Terms shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to any applicable principles regarding conflict of laws. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Las Vegas, Nevada for any such dispute, and waive any objection based on improper venue or forum non conveniens