Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using the Atlagene website, the Atlagene Lab Portal, and related services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy, which is incorporated herein by reference.

If you do not agree to all of these Terms, you must not access or use our Services. These Terms constitute a legally binding agreement between you ("you," "your," or "User") and Houya, Co., the operator of the Atlagene service ("Atlagene," "we," "us," or "our"). If you use the Lab Portal on behalf of a laboratory, you accept these Terms on behalf of that laboratory, and "you" includes that laboratory.

Where a laboratory has a separate written agreement with Atlagene, that agreement governs the laboratory's use of the Services and prevails over these Terms if they conflict.

2. Service Description

Atlagene provides genomic analysis and reporting services to diagnostic laboratories. Atlagene does not offer consumer services: individuals cannot create accounts or upload their own genetic data. Our Services include:

• Website — Our public website is informational.
• Lab Portal — Staff authorized by a laboratory sign in at labs.atlagene.com with one-time codes sent to their phone, and upload their patients' genotype or sequencing files.
• Genomic Analysis — Analysis of uploaded files across 21 categories.
• Laboratory Reports — A laboratory-branded PDF report of each analysis.
• Billing — Laboratories pay per test and are invoiced. Stripe processes laboratory invoices.

Laboratory evaluations and pilots are scoped and agreed directly with each laboratory.

3. Eligibility

The Lab Portal is available only to laboratories whose access has been arranged with Atlagene, and to the staff each laboratory authorizes. To use the Lab Portal, you must:

• Be authorized by your laboratory to use the Lab Portal on its behalf.
• Have the legal capacity to enter into a binding agreement.
• Submit only patient data that your laboratory is lawfully authorized to submit, as described in Section 6.

By using our Services, you represent and warrant that you meet all of the above eligibility requirements. If we learn that you do not meet these requirements, we may suspend or terminate your access immediately.

4. Not Medical Advice

5. Laboratory Accounts and Authorized Users

When a laboratory uses the Lab Portal, the laboratory and its authorized users agree to:

• Provide accurate, current, and complete information when the account is set up and when users are added.
• Maintain and promptly update account information, including the list of authorized users, to keep it accurate.
• Keep one-time sign-in codes confidential and not share user access with any other person.
• Accept responsibility for all activities that occur under the laboratory's account.
• Notify us immediately at security@atlagene.com if you suspect unauthorized access to an account.
• Not use the Services for any unlawful purpose or in violation of these Terms.
• Not attempt to gain unauthorized access to any part of the Services, other accounts, or our systems.
• Not use automated tools (bots, scrapers, crawlers) to access the Services without our prior written consent.

We reserve the right to disable any account or user access that we reasonably believe violates these Terms, with or without notice.

6. Patient Data Submitted by Laboratories

By uploading patient data to the Lab Portal, the laboratory:

• Confirms Authority and Consent: Represents and warrants that it has lawful authority to submit the data and has obtained any patient consent that applicable law requires for the genetic analysis and for receiving the report. The Lab Portal asks the uploading user to confirm this before files are submitted. Uploading patient data without that authority or consent is a violation of these Terms and may violate applicable law, including, where they apply, Lebanese Law No. 625 (Genetic Testing) and Law No. 81/2018 (Electronic Transactions and Personal Data).
• Authorizes Processing: Authorizes Atlagene to process the data through our analysis pipeline, including variant annotation and risk scoring, to provide the Services to the laboratory. We process the data on the laboratory's behalf, as described in our Privacy Policy and in our agreement with the laboratory.
• Remains Responsible for Clinical Use: Remains responsible for the clinical use of results and for how they are communicated to patients. Genetic analysis may reveal unexpected information about a patient's health, ancestry, and biological relationships.

7. Professional Review of Reports

Reports produced through the Services are not a diagnosis and require review by a qualified professional before clinical use. Interpretation, clinical correlation, and any resulting clinical decision rest with the treating clinician and the laboratory. Each laboratory is responsible for that review and for how results are used in patient care.

Any physician or other professional review arrangement must be confirmed separately with an appropriately licensed professional. A laboratory evaluation must define who reviews results, what information that reviewer receives, and which reports may be released before patient use.

8. Intellectual Property

Patient and Laboratory Data: We do not claim any ownership interest in the patient data or other data that a laboratory submits to the Services.

Our Platform: Atlagene retains all rights, title, and interest in and to the Services, including our analysis algorithms, risk scoring models, user interface designs, report templates, software code, trademarks, and all associated intellectual property. Nothing in these Terms grants you any right to use our trademarks, service marks, or logos.

Limited License: The laboratory grants Atlagene a limited, non-exclusive, revocable license to process the patient data it submits solely for the purpose of providing the Services to that laboratory, and as otherwise permitted by our agreement with it. This license ends when the laboratory's account is closed, subject to our data retention obligations described in our Privacy Policy.

Generated Reports: Generating a report does not affect the rights in the underlying patient data. We retain all rights in the report format, methodology, and presentation. The laboratory may share its reports with the patient concerned and with the patient's healthcare providers, subject to Section 7.

9. Communications

We contact laboratories and their authorized users by email about their accounts and the Services, and we send one-time sign-in codes to the phone number registered for each authorized user.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• AS-IS Disclaimer: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ATLAGENE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT GENETIC ANALYSIS RESULTS WILL BE COMPLETE OR FULLY ACCURATE.
• Liability Cap: ATLAGENE'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO ATLAGENE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.
• Exclusion of Consequential Damages: IN NO EVENT SHALL ATLAGENE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ATLAGENE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Carve-Outs: Nothing in this section limits or excludes Atlagene's liability for: (a) unauthorized disclosure of genetic or health data in breach of Lebanese Law No. 81/2018, Law No. 625, or Penal Code Articles 579-581; (b) fraud or intentional misconduct; (c) death or personal injury caused by our negligence; or (d) any other liability that cannot be limited or excluded under applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Atlagene, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Misuse of reports or analysis results, including using them in a patient's care without the professional review described in Section 7.
• Sharing of genetic results or reports with third parties in a manner that causes harm to any person.
• Uploading patient data without the authority or patient consent that applicable law requires.
• Your violation of these Terms or any applicable law or regulation.
• Your infringement of any third party's rights.

We will provide you with prompt notice of any such claim and will cooperate with you in the defense. You may not settle any claim without our prior written consent.

12. Dispute Resolution

12.1 Contact Us First

If you have a dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute"), please write to legal@atlagene.com describing the issue and the resolution you are seeking. We will acknowledge your notice within 10 business days and try in good faith to resolve the Dispute with you directly within 30 days.

12.2 Lebanese Courts

If we cannot resolve a Dispute informally, it will be settled by the competent courts of Beirut, Lebanon. Nothing in these Terms requires you to arbitrate, and nothing waives your right to bring an individual or collective claim in any forum that Lebanese law makes available to you.

12.3 Regulatory Complaints

These Terms do not limit your right to complain to a regulator instead of, or in addition to, contacting us. You may raise a genetic-data or health-data complaint with the Lebanese Ministry of Public Health under Law No. 81/2018.

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of Lebanon. Houya, Co. is incorporated in Delaware, United States; that affects our internal corporate governance only and does not displace the Lebanese law that governs these Terms.

Nothing in these Terms removes or reduces any right you have under mandatory Lebanese law, including Law No. 81/2018 (Electronic Transactions and Personal Data), Law No. 625 (Genetic Testing), and the confidentiality provisions of Penal Code Articles 579-581. Where these Terms conflict with such a provision, the Lebanese provision prevails.

14. Termination

14.1 By a Laboratory

A laboratory may close its account at any time, subject to its agreement with Atlagene, by emailing support@atlagene.com. Upon termination, access to the Services will cease immediately.

14.2 By Atlagene

We may suspend or terminate a laboratory account or an authorized user's access immediately, with or without notice, if: (a) you violate these Terms; (b) we are required to do so by law; (c) we reasonably believe the account has been compromised; or (d) we discontinue the Services. Where possible, we will provide advance notice before termination.

14.3 Data Handling on Termination

Upon account termination, data will be handled according to the retention schedule in our Privacy Policy and our agreement with the laboratory. In summary, unless that agreement sets different periods: laboratory account data is deleted within 30 days; raw genome files are retained for up to 10 years and analysis results for 6 years after creation, in line with clinical record retention standards; and any de-identified data is retained indefinitely. Data retained after account termination is stored with restricted access and used only for the legal/regulatory purpose requiring retention.

15. Modification of Terms

We reserve the right to modify these Terms at any time. When we make changes:

• We will provide at least 30 days' advance notice of material changes via email to our laboratory customers and a prominent notice on our website.
• Changes affecting how we process patient data on a laboratory's behalf will be made in accordance with our agreement with that laboratory.
• Non-material changes (e.g., clarifications, formatting) will take effect upon posting with an updated "Last Updated" date.
• Your continued use of the Services after the effective date of any changes constitutes acceptance of the revised Terms.
• If you do not agree to the revised Terms, you must stop using the Services, and the laboratory may close its account.

16. General Provisions

• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
• Entire Agreement: These Terms, together with the Privacy Policy, HIPAA Notice, any separate written agreement between a laboratory and Atlagene, and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Atlagene regarding the Services.
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided the assignee agrees to be bound by these Terms.
• Force Majeure: Atlagene shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to natural disasters, pandemics, government actions, internet outages, or third-party service provider failures.
• No Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or our right to enforce it at a later time.
• Headings: Section headings are for convenience only and do not affect the interpretation of these Terms.

17. Contact

If you have any questions about these Terms, please contact us: