Ignyta, Inc. Terms of Use

Last Revised: October 31, 2016

These Terms of Use (“Terms of Use”) govern your use of www.ignyta.com, and any related websites, applications and online services (including www.STARTRKtrials.com and global.STARTRKtrials.com) (collectively the “Services”) provided by Ignyta, Inc. (“Ignyta”, also referred to here as “we” or “us” or “our”).

By using the Services, you accept all of the provisions of these Terms of Use and represent to us that you are legally competent and authorized to enter into and agree to these Terms of Use (including if you are agreeing to these Terms of Use on behalf of an employer or other entity). If you do not accept these Terms of use, then you are not authorized to use any of the Services. We advise you to store and/or print a copy of these Terms of Use and keep them for your reference.

I. ABOUT THE SERVICES

1. The Services are presented to inform you about Ignyta’s services, and in certain cases, your or your patients’ eligibility to use such services.

2. Our privacy practices in operating the Services are described in our Privacy Policy located at https://ignyta.com/privacy-policy/ (“Privacy Policy”). Please review the Privacy Policy to learn about:

• what information we may collect about you;
• what we use that information for; and
• with whom we share that information.

II. TERMS APPLICABLE TO THE SERVICES

1. License to Use Services.
Subject to your compliance with these Terms of Use, Ignyta hereby grants to you, a personal, nonexclusive, nontransferable, revocable, limited license (without the right to sublicense) to access and use the Services (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) solely on computers and devices that you own or control, and subject to the limitations set forth below. We reserve any and all rights not expressly granted to you pursuant to these Terms of Use.

2. Use Restrictions.
You agree that: (i) you will not use the Services if you are not fully able and legally competent to agree to these Terms of Use; (ii) you will only use the Services for lawful purposes; (iii) you will not use the Services for sending or storing any unlawful material or for fraudulent purposes or to engage in any illegal, offensive, indecent or objectionable conduct; (iv) you will not copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, any updates, or any part thereof in any form or manner or by any means without written permission from Ignyta; (v) you will not remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Services; (vi) you will not decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Services, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Services); (vii) you will only use the Services for your own use and will not resell it to a third party; and (viii) you will not permit any third party to engage in any of the acts described in clauses (i) through (viii). Any attempt to do any of the foregoing is a violation of the rights of Ignyta and its licensors. If you breach these restrictions, you may be subject to prosecution and damages.

3. Third Party Services and Materials.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that Ignyta is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Ignyta does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.

4. No Medical Advice.
The content, information and materials on the Services are intended to be a general information resource in regard to the subject matter covered, but are provided solely on an “as is” and “as available” basis as noted below. You are encouraged to confirm the information contained herein with other sources, and to review the information carefully with your professional healthcare provider. Ignyta is not engaged in rendering medical or similar professional services or advice via the Services, and the information provided is not intended to replace medical advice offered by a physician or other professional healthcare provider. If you desire or need such services or advice, you should consult a professional healthcare provider. You should not construe Ignyta’s publication of any content on Services as an endorsement by Ignyta of the views expressed herein, or any warranty or guarantee of any strategy, recommendation, treatment, action or application of medication or preparation made by the author of the content.

5. Forward Looking Statements.
The Services may contain forward-looking statements about Ignyta’s financial and operating performance and business plans and prospects that involve risks and uncertainties. A list and description of these and other risks, uncertainties and other matters can be found in Ignyta’s most recent Annual Report on Form 10-K and subsequent Reports on Forms 10-Q and 8-K, all of which are available at https://www.ignyta.com/investors/ and at www.sec.gov. Actual results could differ materially from the expectations and projections set forth in those statements. Ignyta assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.

III. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY MATERIALS, THIRD PARTY SOFTWARE OR SERVICES) ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND IGNYA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE (INCLUDING THE USE, PERFORMANCE AND SUPPORT THEREOF), EITHER EXPRESS, IMPLIED OR STATUTORY.

2. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL IGNYTA BE LIABLE (I) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OF USE OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS OF USE AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF IGNYTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (II) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

IV. OWNERSHIP

1. The Services and their content, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that Ignyta and/or its licensors own all right, title and interest in and to the Services (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Ignyta’s (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms of Use. You acknowledge and agree that the features and functionality of the Services, and all software, content, data, information and materials contained therein are the proprietary information of Ignyta (or its licensors), and accordingly you agree to only use such information for the purposes of using the Services provided by Ignyta hereunder.

2. Any and all (i) suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Ignyta by you (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements, whether made, created or developed by Ignyta or otherwise relating to the Services (collectively, “Revisions”), are and will remain the property of Ignyta. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Ignyta and Ignyta may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Ignyta any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. At Ignyta’s request, you will execute any document, registration or filing required to give effect to the foregoing assignment.

V. GENERAL PROVISIONS

1. Modifications. We may modify these Terms of Use at any time. Modifications become effective immediately upon your first access to or use of the Services after the “Last Revised” date at the top of these Terms of Use. If we make changes that are material, we may use reasonable efforts to attempt to notify you, including by email or placing a prominent notice on the Services. However, it is your sole responsibility to review the Terms of Use from time to time to view any such changes. Your continued access or use of the Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms of Use. If you do not agree with the modifications to the Terms of Use, then please do not access or use the Services.

2. Termination. If you breach any of the terms of these Terms of Use, all licenses granted by Ignyta, including permission to use the Services, will terminate automatically. All sections which by their nature should survive the termination of these Terms of Use shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by Ignyta or you. Termination will not limit any of Ignyta’s other rights or remedies at law or in equity.

3. Export Laws. You agree that you will not export or re-export, directly or indirectly the Services and/or other information or materials provided by Ignyta hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

4. Injunctive Relief. You agree that a breach of these Terms of Use will cause irreparable injury to Ignyta for which monetary damages would not be an adequate remedy and Ignyta shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

5. Miscellaneous. These Terms of Use may not be modified except by a writing executed by the duly-authorized representatives of Ignyta. These Terms of Use will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms of Use and the licenses granted hereunder may be assigned by Ignyta but may not be assigned by you without the prior express written consent of Ignyta. If any provision hereof is or becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid provisions will not have been inserted herein; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired. It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms of Use due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence. The headings and captions contained herein will not be considered to be part of the Terms of Use but are for convenience only. You and Ignyta agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms of Use. The AAA Rules and the laws of the state of California, excluding its conflicts of law rules, govern these Terms of Use and your use of the Services. Your use of the Services may also be subject to other local, state, national, or international laws.

Under California Civil Code Section 1789.3, California users of the Service receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

6. Contact Us. If you have any questions, comments, or concerns about these Terms of Use, please contact us at:

Ignyta, Inc.
4545 Towne Centre Court
San Diego, CA 92121
Telephone: (858) 255-5959
Email: info@ignyta.com