Website Terms of Use

These website terms of use are entered into by and between you and Singular Genomics Systems, Inc. ("our," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of the https://singulargenomics.com website, including any content and functionality offered on or through singulargenomics.com (the "Website"). For avoidance of doubt, these terms do not apply to any relationship you may have with Singular Genomics outside of the Website, for example use of our products.

Please read the Terms of Use carefully and in their entirety before you start to use the Website. By accessing or using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://www.singulargenomics.com/legal/privacy, which is expressly incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract. If you are not 18 years of age or older, you must not access or use the Website.

We may revise and update these Terms of Use from time to time, and we will provide notice, for example via the Website or other means such as email, when we do so. Your continued use of the Website after the changes become effective means you accept and agree to the new terms. If you do not agree to the new terms, you must stop using and/or accessing the Website.

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website or the entire Website to users, including registered users.

You are responsible for both:

1. Making all arrangements necessary for you to have access to the Website.
2. Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, take appropriate precautions to ensure it remains secure, and avoid disclosing it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Singular Genomics Systems, Inc., its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

1. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
2. You may store files that are automatically cached by your Web browser for display enhancement purposes.
3. You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
4. If we provide social media features, you may take such actions as are enabled by such features.

You must not:

1. Modify copies of any materials from this site.
2. Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text and proprietary rights notices.
3. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

All names, logos, and all related names, logos, product and service names, designs, and slogans are trademarks of Singular Genomics Systems, Inc. or its affiliates or licensors. You must not use such marks without the prior written permission from us. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
2. To transmit, or procure the sending of, any advertising or promotional material including any "junk mail," "chain letter," "spam," or any other similar solicitation.
3. To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
4. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

1. Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
2. Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
3. Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
4. Use any device, software, or routine that interferes with the proper working of the Website.
5. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
7. Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
8. Otherwise attempt to interfere with the proper working of the Website.

Singular Genomics does not accept unsolicited ideas, proposals, suggestions, works of authorship, or confidential information (collectively, "Submissions"). Please do not provide any Submissions to us. If you do make a Submission, then you agree that we shall have no obligation to review your Submission; all Submissions shall immediately and irrevocably become our sole and exclusive property; we shall be under no obligation to keep any such Submission confidential; and we may use such Submission for any purpose and without restriction throughout the world.

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Singular Genomics Systems, Inc., are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Singular Genomics Systems, Inc.. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

We may update the content on this Website from time to time, but its content is not necessarily complete or up to date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

The owner of the Website is based in the State of California, in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

We do not make any representations or warranties concerning the Website, including without limitation regarding any content, products or services offered through or accessible from the Website.

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Summary:

Most disputes can be resolved informally. If you have a concern, please contact us. In the unlikely event that we are unable to resolve your concern to your satisfaction (or if we haven't been able to resolve a dispute that we have with you after attempting to do so informally), we each agree to resolve disputes arising out of your use of the Website through binding arbitration or small claims court instead of in courts of general jurisdiction. Arbitration is more informal than a lawsuit in court. It uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Any arbitration will take place on an individual basis; class arbitrations and class actions are not permitted. Whether to agree to arbitration is an important decision, and in making it you should not rely solely on the information in this agreement. You may opt out of this arbitration provision by following the instructions below.

Arbitration Agreement:

(1) We and you agree to arbitrate all disputes and claims between us arising out of your use of the Website. This provision does not apply to other disputes or claims that may arise, such as claims relating to use of our products or claims arising out of another agreement between us, in which case the terms of that agreement would apply ("Excluded Claims"). This agreement to arbitrate is intended to be broadly interpreted and expressly includes claims brought under any statute, regulation, or legal or equitable theory. It includes, but is not limited to:

• Claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
• Claims that arose before this or any prior Agreement (including, but not limited to, claims relating to advertising);
• Claims that are currently the subject of purported class action litigation in which you aren't a member of a certified class; and
• Claims that may arise after the termination of this Agreement.

References to "you", "we", and "us" include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors and assigns, as well as all authorized or unauthorized users or beneficiaries of services under this or prior agreements between us.

Notwithstanding the foregoing, either party may bring an individual action in small claims court if your claims are within that court's jurisdiction and are pending only in that court. You agree that, by entering into this Agreement, you and we are each waiving the right to a trial by jury or to participate in a class action. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Agreement.

(2) A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to us should be addressed to: Singular Genomics Systems, Inc., 3010 Science Park Rd., San Diego, CA 92121 ("Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If we and you don't reach an agreement to resolve the claim within 30 days after the Notice is received, you or we may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled.

(3) The arbitration will be governed by the Commercial Dispute Resolution Procedures, and when applicable the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at adr.org, by calling the AAA at 800.778.7879.

The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of the arbitration provision. Unless we and you agree otherwise, any arbitration hearings will take place in San Diego, CA. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

(4) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this specific proviso is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

(5) Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any future change to this arbitration provision (other than a change to the Notice Address) during the term of these Terms of Use, you may reject any such change by sending us written notice within 30 days of change to the Notice Address provided above. By rejecting any future change, you're agreeing that you'll arbitrate any dispute between us in accordance with this provision.

(6) HOW TO OPT OUT OF ARBITRATION: You may opt out of this arbitration provision by sending a letter to the Notice Address referenced above, and providing each of the following pieces of information: (a) your full name; (b) your address; (c) your phone number; (d) the URL where you found this agreement; and (e) a clear statement that you wish to opt out of this arbitration provision. This opt-out notice must be emailed no later than 30 days after the date you first accept these Terms of Use.

If any clause within this Section 16 is found to be illegal or unenforceable, that clause will be severed from this arbitration provision, and the remainder of this arbitration provision will be given full force and effect. If the class action waiver clause is found to be illegal or unenforceable, the entire arbitration provision will be unenforceable, and the dispute will be decided by a court. In the event this entire arbitration provision is determined to be illegal or unenforceable for any reason, or if a claim (other than an Excluded Claim as defined above) is brought in a dispute that is found by a court to be excluded from the scope of this arbitration provision, we have each agreed to waive, to the fullest extent allowed by law, any trial by jury.

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website that is not subject to binding arbitration shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City and County of San Diego. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

No waiver by Singular Genomics Systems, Inc. of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Singular Genomics Systems, Inc. to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Singular Genomics Systems, Inc. regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

If you have any questions or concerns regarding these Terms of Use or anything else on the Website, you may contact us by email at legal@singulargenomics.com.