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Terms of ServiceProvider Agreement

SYSTEMAGE TERMS OF SERVICE AGREEMENT

This Test & Services Agreement (“Agreement”) is entered into on the date of signature (“Effective Date”) by and between the company whose representative has agreed to our terms of service agreement (“Company”), and Generation Lab, a Delaware company with a principal office at 893a Folsom St., San Francisco, CA 94030 (“Generation Lab”). Each is a “Party,” and collectively, the “Parties.”

Recitals

Generation Lab develops testing services and software using proprietary technology. Company will provide marketing, promotion, and sales services for Generation Lab’s Tests and Services. In consideration of mutual agreements, the Parties agree as follows:

1. DEFINITIONS

  1. 1.1 “Applicable Law(s)” means all U.S. federal, state, and local laws, including those related to marketing, billing, privacy, and sample handling.
  2. 1.2 “Billing Procedure” means the mutually agreed process for collecting and providing Required Information and billing patients.
  3. 1.3 “Collection Kit” means supplies provided or authorized by Generation Lab for collecting Samples.
  4. 1.4 “Product & Services Fee” is defined in Exhibit A.
  5. 1.5 “Documentation” means Generation Lab’s test requisition, consent forms, terms of service, and privacy policy.
  6. 1.6 “Provider” means a healthcare provider authorized to order Tests under Applicable Laws.
  7. 1.7 “Required Information” is defined in Section 4.3.
  8. 1.8 “Health Plan Information” means patient interventions, protocols, and adherence data.
  9. 1.9 “Samples” are biological specimens collected via Collection Kits per Generation Lab’s instructions.
  10. 1.10 “Services” means testing, software, and related products offered by Generation Lab to produce Health Reports.
  11. 1.11 “Standard Operating Procedures” or “SOPs” means Generation Lab’s instructions for sample handling, patient accounts, and Test performance.
  12. 1.12 “Test” means the test described in Exhibit A.
  13. 1.13 “Health Report” means the Test results report provided by Generation Lab.
  14. 1.14 “Third Party” means any entity other than the Parties or their affiliates.
  15. 1.15 “Platform” means Generation Lab’s software portal for accessing reports and services.
  16. 1.16 “Patients” means the Company’s patients/customers.
  17. 1.17 “Privacy Policy” means the document posted on Generation Lab’s website detailing its privacy standards.

2. OVERVIEW

Company will purchase, market, promote, and sell Tests and Services to Patients on a non-exclusive basis. Generation Lab may also market and sell independently.

3. GENERATION LAB RESPONSIBILITIES

  1. 3.1 Tests and Services. Generation Lab will perform Tests and Services per SOPs and Applicable Laws.
  2. 3.2 Materials. Generation Lab may provide training and promotional materials (“Generation Lab Promotional Materials”) for Company’s use, subject to approval for modifications and co-branding. Company must comply with branding guidelines and discontinue use upon request.
  3. 3.3 Collection Kits. Generation Lab will supply Collection Kits for Test orders, reserving the right to withhold if misused.

4. COMPANY RESPONSIBILITIES

  1. 4.1 Training. Company will complete Generation Lab’s required training programs.
  2. 4.2 Marketing and Logistics. Company will educate Providers and Patients, promote Tests per Applicable Laws, and integrate Tests into its systems. Costs are Company’s responsibility. Claims about Tests require Generation Lab’s consent.
  3. 4.3 Test Orders. Company will facilitate Test orders, ensuring Required Information (consent, terms agreement, and other data) is provided to Generation Lab within 72 hours of Sample collection, per the Billing Procedure.
  4. 4.4 Sample Collection. Company will follow SOPs and Applicable Laws for Sample handling, bearing sole responsibility for compliance.
  5. 4.5 Collection Kits. Company will order Kits from Generation Lab per Exhibit A, distribute them to Patients of the Company, and train internal Providers on SOPs.
  6. 4.6 Health Reports. Company will deliver Health Reports to Patients within 2 business days of receipt, unchanged unless approved. Generation Lab may amend Reports, and Company must distribute updates within 2 days. Deviations by Company absolve Generation Lab of liability.

5. REFERRAL PIPELINE

  1. 5.1 To participate in Generation’s free referral pipeline, Company must use Generation’s Platform and Services.
  2. 5.2 Generation Lab will find D2C customers of it’s platform and recommend them to your Company if they live within the same region of your Company’s location.
  3. 5.2.1 Generation Lab will find D2C customers for Company’s telehealth practices, if they have one. Referrals will come for the states where the practitioners are licensed.

6. BILLING AND PAYMENT

  1. 6.1 Fees. Company will pay Test & Services Fees and Kit Charges per Exhibit A.
  2. 6.2 Invoicing. Generation Lab will invoice monthly; Company will pay within 30 days in U.S. dollars.
  3. 6.3 Billing Responsibility. Company handles all Provider/Patient billing and compliance, independent of its payment obligations to Generation Lab.
  4. 6.4 Taxes and Records. Company pays transaction fees and taxes (excluding Generation Lab’s income taxes) and maintains records for 5 years, accessible for audit.
  5. 6.5 Non-Payment. Generation Lab may suspend services or charge the lower of 1.5% monthly interest, or the highest amount allowable by law, on overdue amounts.

7. QUALITY AND COMPLIANCE

  1. 7.1 Education. Company ensures Providers and Patients are informed and consents are obtained per Applicable Laws.
  2. 7.2 Reporting. Company will notify Generation Lab of regulatory or third-party claims immediately.
  3. 7.3 Sample Acceptance. Samples are accepted only if complete and compliant; rejected Samples may be destroyed.
  4. 7.4 Compliance. Company will follow Applicable Laws, SOPs, and industry standards, avoiding unauthorized claims or modifications.
  5. 7.5 Ethics. Neither Party will engage in bribery or unlawful acts.
  6. 7.6 No Referral Obligation. This Agreement does not require referrals or influence lab choice unless otherwise agreed in writing by both parties.

8. INTELLECTUAL PROPERTY

  1. 8.1 Ownership. Generation Lab owns all rights to Tests, Platform, and Health Reports. Company’s use of marks requires approval and ceases upon termination.
  2. 8.2 Branding. Company will follow Generation Lab’s branding guidelines, subject to prior approval.
  3. 8.3 License. Generation Lab grants a non-exclusive license to use its marks for promotion, revocable if misused.

9. CONFIDENTIALITY AND SAMPLES

  1. 9.1 Confidentiality. The Agreement and related information are confidential, except for limited marketing disclosure. Proprietary data requires consent for third-party sharing.
  2. 9.2 Protection. Confidential Information is protected for 5 years post-Term, with exceptions for legal requirements or public data.
  3. 9.3 Patient Information. Parties will comply with HIPAA and Applicable Laws for patient data.
  4. 9.4 Amendments. Agreement may be amended for legal compliance; failure to agree allows termination.
  5. 9.5 Sample Use. Generation Lab may retain or destroy Samples per Privacy Policy and law.

10. WARRANTIES AND LIABILITY

  1. 10.1 Company Warranties. Company has authority, licenses, and compliance with Applicable Laws, avoiding government program resales.
  2. 10.2 Generation Lab Warranties. Generation Lab will comply with Applicable Laws and use reasonable care, but disclaims result guarantees. Errors are possible; re- performance is the sole remedy.
  3. 10.3 Disclaimer. Services are “as is,” with no implied warranties.
  4. 10.4 Company Indemnity. Company indemnifies Generation Lab against claims from its actions, breaches, or negligence, except where caused by Generation Lab.
  5. 10.5 Generation Lab Indemnity. Generation Lab indemnifies Company against claims from its negligence or breaches, except where caused by Company.
  6. 10.6 Liability Limits. No indirect damages except for willful breaches; Generation Lab’s liability is capped at 12 months’ prior revenue.

11. TERM AND TERMINATION

  1. 11.1 Term. One-year term, auto-renewing unless terminated with 60 days’ notice.
  2. 11.2 Termination. Generation Lab may terminate immediately for legal prohibition, impracticality, or Company’s breach, or with 30 days’ notice without cause.
  3. 11.3 Post-Termination. Company pays for services up to termination; Generation Lab processes pending Samples per timelines. Access and Kits are decommissioned post-notice.
  4. 11.4 Returns. Company returns unpaid Kits and materials within 30 days or certifies destruction.
  5. 11.5 Survival. Sections 4.6.2, 5 (for prior orders), 7, 8, 9, 10.3, 10.4, and 11 survive termination.

12. GENERAL TERMS

  1. 12.1 Notices. Written notices are effective upon delivery or confirmation to listed addresses or emails.
  2. 12.2 Entire Agreement. This is the full agreement, amendable only in writing.
  3. 12.3 Assignment. No assignment without consent, except by Generation Lab in a sale.
  4. 12.4 Governing Law. California law applies; disputes go to San Francisco courts.
  5. 12.5 Severability. Invalid provisions do not affect others.
  6. 12.6 Waiver. No waiver unless explicit.
  7. 12.7 Force Majeure. Generation Lab is excused for uncontrollable delays.
  8. 12.8 Independent Contractors. Parties are not partners; no third-party rights are created.

IN WITNESS WHEREOF, the Parties execute this Agreement by clicking agree on these TERMS OF SERVICE as of the Effective Date.

EXHIBIT A

Test Means: DNA methylation bisulfite sequencing, or other methods used by Generation Lab via proprietary bioinformatics software, producing a Health Report on the Platform or as a PDF.

Test & Services Fees:

  • The current MSRP is posted on Generation Lab’s website and will continue to act as the general source for current MSRP
  • Fees for Test & Services will be the current price by Generation Lab during the time of order.
  • There are available price breaks for volume purchases or long-term commitments.

Date: