Terms of Service

Last updated: December 31, 2025

1. GENERAL

Seqker Biosciences, Inc. (“Seqker,” “we,” “our,” or “us”) provides genomic profiling, bioinformatics analysis, and computational biology services, including analysis of sequencing data, variant interpretation, molecular profiling, and related reporting tools. These offerings, along with any associated software platforms, APIs, analysis pipelines, reports, dashboards, and professional services that reference or link to these Terms of Service, are collectively referred to as the “Services.” These Terms of Service constitute the “Agreement” governing your use of the Services.

This Agreement constitutes a legally binding agreement between you, whether personally or on behalf of an entity (“you”, “your”), and Seqker, governing your access to and use of the Services. By accessing or using the Services, you agree to be bound by this Agreement. If you do not agree, you must not access or use the Services.

Supplemental terms, service-specific agreements (including Statements of Work, Master Services Agreements, Data Processing Agreements, Business Associate Agreements, or Institutional Agreements), or policies may apply and are incorporated by reference. In the event of a conflict, those documents will control for the applicable Services.

We may update this Agreement at any time. The “Last updated” date reflects the effective date. Continued use of the Services after changes constitutes acceptance.

The Services are intended for authorized users 18 years of age or older acting on behalf of a healthcare institution, research institution, laboratory, or other authorized entity.

2. SERVICES

Seqker will use reasonable efforts to perform the Services subject to this Agreement. Seqker reserves the right to choose at its discretion from available technologies and protocols in the performance of the Services without notice.

You understand that, unless expressly stated in a written agreement:

  • The Services are intended for research purposes only.
  • The Services are not intended for direct-to-consumer use, emergency medical decision-making, or real-time clinical diagnosis.
  • If the Services are used to support clinical care, they are intended to function as clinical decision-support tools to be used only by qualified healthcare professionals and must not be relied upon as the sole basis for diagnosis or treatment decisions.

Following performance of the Services, Seqker will make available the final report as well as such other information as may mutually be agreed in writing (collectively, the “Deliverables”) to you through our delivery system. You must notify us in writing of any nonconformity in the Services or Deliverables within thirty (30) days of the date on which the Deliverables are made available to you. If such notice is not provided, the Deliverables will be deemed accepted thirty (30) days after the delivery date. Unless otherwise stated in a written agreement, Seqker is under no obligation to store the User Materials (as defined herein) and Deliverables after acceptance.

3. CUSTOMER RESPONSIBILITIES

You are responsible for ensuring that your use of the Services complies with all applicable laws, regulations, and ethical requirements, including those relating to:

  • human subjects research and IRB/ethics approvals (as applicable);
  • genetic testing, laboratory oversight, and medical practice;
  • data protection, privacy, and security requirements;
  • institutional and professional guidelines for clinical decision support.

You acknowledge that results may be affected by sample quality, sequencing methodology, metadata accuracy, reference databases, and scientific limitations.

4. CUSTOMER REPRESENTATIONS

You represent and warrant that:

  • you have authority to enter into this Agreement;
  • you have obtained all required rights, permissions, and consents to provide any data submitted;
  • your use of the Services will comply with all applicable laws, including those related to genetic data, data protection, and human subjects research;
  • you will not use the Services for unlawful, deceptive, or unethical purposes.

5. PURCHASES AND PAYMENT

Fees and Payments. You shall pay all invoices within thirty (30) days of the invoice date, unless a different payment due date is stated on the applicable invoice. Unless otherwise stated, all payments are non-refundable and in Thai Baht (THB).

Late Payments and Interests. Any amounts not paid when due may, at Company’s discretion, accrue interest from the due date until paid in full at a rate not to exceed one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. You shall reimburse Seqker for all reasonable costs and expenses incurred in collecting overdue amounts, including attorneys’ fees and collection agency fees, if applicable. Seqker may suspend performance or delivery of Services until all overdue amounts are paid.

6. PROHIBITED ACTIVITIES

You may not use the Services to directly or indirectly:

  • submit data you do not have the legal right to use;
  • violate privacy, genetic, or human research regulations;
  • attempt to infer protected attributes in violation of law;
  • circumvent security or access controls;
  • automate access beyond documented interfaces;
  • extract or scrape proprietary datasets or models;
  • reverse engineer or attempt to derive source code;
  • build or benchmark competing products;
  • reproduce or redistribute analytical methodologies;
  • provide clinical diagnoses to patients without authorization;
  • sublicense, sell, or commercially exploit the Services;
  • compete with Seqker using the Services or outputs.

7. USER-PROVIDED DATA AND MATERIALS

You may provide biological materials, data, sequencing files, metadata, or related materials (“User Materials”). You retain ownership of User Materials. You are solely responsible for:

  • data accuracy and quality;
  • lawful collection and transfer;
  • compliance with consent, IRB, and ethics requirements.

We do not verify the provenance of User Materials, including patient consent status or institutional approvals.

8. LICENSE TO USE USER MATERIALS AND DELIVERABLES

You permit and hereby grant to Seqker a non-exclusive, fully-paid up, worldwide, non-transferable right and license to use and create derivative works of the User Materials and Deliverables solely in connection with: a) the provision of the Services, and b) the creation and retention of de-identified data and aggregated or statistical insights for internal improvement of our Services and to develop new goods and services to be offered by Seqker to other customers. The foregoing license includes the right of Seqker to permit its subcontractors to exercise any of the rights granted to Seqker under such license, solely for the purpose of providing services to Seqker and provided that Seqker will be responsible for any breaches of such license by any such subcontractors.

9. SERVICES MANAGEMENT

We may:

  • monitor usage for compliance and security;
  • suspend or terminate access for violations;
  • limit workloads that materially impact system performance;
  • take legal action where appropriate.

10. PRIVACY

Genomic and molecular data may be considered sensitive under applicable laws. You acknowledge that:

  • data may be processed in the United States or other jurisdictions;
  • cross-border transfers may occur;
  • you are responsible for ensuring lawful transfer and consent.

Seqker shall respect applicable laws and the best practices on processing confidential and sensitive data. Any personal information you submit through our website is governed by our Privacy Policy.

11. TERM AND TERMINATION

This Agreement remains effective while you use the Services. We may suspend or terminate access at any time for violations or risk to the Services. Upon termination:

  • all licenses granted to you cease;
  • outstanding payment obligations remain due.

12. MODIFICATIONS AND INTERRUPTIONS

We may modify, suspend, or discontinue any part of the Services without notice. Prices of our Services are subject to change without notice. We do not guarantee uninterrupted availability. Our delivery of Services may be delayed or unavailable due to events beyond our reasonable control (force majeure events). We shall not be liable to you or to any third-party for any modification, suspension, interruptions, discontinuance, or price change of our Services. We may, at our sole discretion, refuse to provide Services to anyone at any time and for any reason.

13. OWNERSHIP

Intellectual Property

The term “Intellectual Property Rights” means any form of intellectual property rights or protection, including without limitation i) patents and patent applications, and any reissue, reexamination, division, continuation, or continuation-in-part application thereof, ii) trademarks or trade dress, iii) trade secret and equivalent rights, and iv) copyrights, mask works, and other authors’ rights, whether or not protected by copyright or as a mask work.

All User Materials and all Intellectual Property Rights contained therein are your sole property. Upon payment in full for the Services, you shall own all Intellectual Property rights, if any, in the Deliverables as a result of performing the Services.

Except as otherwise set forth in this Agreement, Seqker will own all rights in the written and electronic records, accounts, notes, data, analysis, materials, methods generated or developed in performing the Services under this Agreement which are not Deliverables, including in each case, any and all improvements, enhancements, updates, alterations, modifications, derivations or changes thereto.

Neither party will, as a result of this Agreement, acquire any right, title, or interest in any Intellectual Property that the other party owned or controlled as of the effective date of, or that the other party obtains ownership or control of separate and apart from the performance of, this Agreement. For further clarity, and notwithstanding anything herein to the contrary, you agree that Seqker’s core technologies existing prior to the Services shall remain the sole property of Seqker, and that any and all improvements to Seqker’s core technologies, whether or not conceived within the performance of the Services in connection with this Agreement, shall be the sole property of Seqker. For the purpose of the present Agreement “Seqker’s core technologies” means all models, programs, methodologies, know-how and general knowledge possessed by Seqker.

Feedback

Any feedback, suggestions, ideas, or non-confidential communications you provide relating to the Services (“Feedback”) become our property. You assign all associated intellectual property rights to Seqker, and we may use them without restriction or compensation.

14. CONFIDENTIALITY

In the course of providing or receiving the Services, Seqker and you (each, as applicable, the “Receiving Party”) may receive confidential and proprietary information of the other party (the “Disclosing Party”) that is marked or otherwise identified in writing as confidential at the time of disclosure, including without limitations, any technical, scientific, business, prices, or price schedules, regardless of the form of communication (“Confidential Information”).

The Receiving Party shall: (i) use the Disclosing Party’s Confidential Information only as necessary to perform its obligations under this Agreement; (ii) not disclose such Confidential Information to any third party without the Disclosing Party’s prior written consent, except when such disclosure is necessary for the party’s performance under this Agreement.

Confidentiality obligations do not apply to any information the Receiving Party can show: (a) was already known to the Receiving Party without restriction on disclosure prior to the time of first disclosure; (b) was public at the time of disclosure or later becomes public other than through the fault of the Receiving Party; (c) is received on a non-confidential basis from a third party having a legal right to disclose the same Confidential Information; or (d) is independently developed by or on behalf of the Receiving Party without access to such Confidential Information. If disclosure is required by law, regulation, or court order, the Receiving Party may disclose only what is required, and will provide prompt notice to the Disclosing Party in advance of such disclosure (to the extent legally permitted).

15. SCIENTIFIC AND CLINICAL DISCLAIMER

The Services and the Deliverables are provided for research purposes only. They do not constitute medical advice; are not a substitute for professional clinical judgment; and are not FDA-cleared or approved, unless explicitly stated. Seqker does not warrant that the Services meet CLIA, CAP, ISO 15189, or any other standards unless explicitly certified in a separate written agreement. Any clinical use outside such written certification is at your sole risk.

16. DISCLAIMER OF WARRANTY AND LIMITATIONS OF LIABILITY

OTHER THAN AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND THE DELIVERABLES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. SEQKER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SEQKER OR SEQKER EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF YOUR RIGHTS.

IN NO EVENT WILL SEQKER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FROM LOSS OF DATA, SAMPLES, OR PROFITS. AS TO ANY SEQKER LIABILITY NOT SUBJECT TO THE FOREGOING, OUR MAXIMUM LIABILITY WILL NOT EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO SEQKER FOR SERVICES IN THE PRECEDING TWELVE MONTHS.

17. INDEMNIFICATION

You agree to indemnify and hold harmless Seqker and our subsidiaries, affiliates, partners, directors, officers, agents, contractors, subcontractors, licensors, service providers, suppliers, employees, and interns from any claims, losses, liabilities, and expenses arising from:

  • your data or its use;
  • regulatory or consent violations;
  • misuse of genomic or personal data;
  • your clinical use of the Services, including any patient care decisions, reporting, or treatment actions.
  • breach of this Agreement.

18. GOVERNING LAW

This Agreement is governed by the laws of Thailand without giving effect to the conflict of laws principles thereof.

19. FORCE MAJEURE

Seqker shall not be liable for any failure or delay in performing obligations set forth in this Agreement, and shall not be deemed in breach of its obligations, if such failure or delay is caused by events beyond Seqker’s reasonable control, including without limitations: acts of God, flood, hurricane, tornado, fire, natural disaster, pandemic, epidemic, plague, explosion, war, terrorism, military operations, riot, civil unrest, governmental action, embargo, labor dispute, power outage, computer or other equipment failure, or non-delivery or delays in delivery by any other suppliers of goods or services utilized in the performance of Services under this Agreement. Seqker will provide prompt notice when reasonably practicable and will use reasonable efforts to mitigate the impact and resume performance.

20. MISCELLANEOUS

  • Electronic Communications. You consent to electronic communications, records, and signatures.
  • Entire Agreement. This Agreement constitutes the entire agreement unless superseded by written agreements.
  • Severability. Invalidity or unenforceability of any provision under applicable law will not affect the validity of other provisions, which will remain in full force and effect.
  • Non-Waiver. Our failure to assert any right or provision under these terms does not waive that right or provision. No waiver will constitute a continuing waiver of such term or any other term.
  • Survival. Each Section is meant to continue after expiration or termination of this Agreement and will remain effective for the specified period, or if none is specified, for the applicable statute of limitations.
  • Headings. The section headings or other captions contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of the provisions of this Agreement.
  • Contact. For legal inquiries: legal@seqker.com