Policies and Notices

CARE PROGRAM
CUSTOMER TERMS & CONDITIONS

Effective Date: Aug 26, 2025

These Terms & Conditions govern any customer’s, on behalf of itself and its Users’ (defined below), (“Customer,” “you,” or “your”) access or use of the CARE Program software service platform, including any platform customizations (collectively, the “Program”). For purposes of these Terms & Conditions, references to “Ambry,” “we,” “our,” and “us” means Ambry Genetics Corporation and its affiliates.

SERVICES

• Services. Ambry will provide to Customer and to Customer’s Users (as defined in the Terms & Conditions) access to and use of the CARE (Comprehensive Assessment, Risk & Education) subject to the terms and upon the conditions as described in the Order as defined below. Customer hereby agrees and authorizes Ambry, through the Program, to send each patient scheduled in Customer’s office an invitation to become a User for the Platform.

• The scope of the services to which Customer will have access hereunder, including the subscription period for Customer’s use of the Program, will be set forth in one or more written ordering documents that are executed hereunder by the parties from time to time (including any mutually agreed modifications, supplements and addend thereto) (“Order”). Order forms shall be deemed incorporated herein by reference. If there is any inconsistency between an Order and these Terms & Conditions, the Terms & Conditions will prevail unless a single separate and distinct section within the Order form (a) explicitly states that it is intended to override the Terms & Conditions and (b) expressly identifies both the provision within the Terms & Conditions that is being overridden by the Order and the provision within the Order that will prevail over the Terms & Conditions.

LICENSES AND USES

• Ambry License and Support. Ambry hereby grants you a limited, non-exclusive, non-transferable license to access and use the Program. This limited license is granted solely for Customer’s internal business purposes, and not for the benefit of any other person or entity. This limited license is contingent on your compliance with these Terms & Conditions. All rights not expressly granted to you in these Terms & Conditions are reserved by Ambry.

• Restrictions. You shall not, directly or indirectly, and you shall not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Program; (b) modify, translate, or create derivative works based on any element of the Program; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Program; (d) use the Program for timesharing purposes or otherwise for the benefit of any person or entity other than for your benefit; (e) remove any proprietary notices from the Program; (f) publish or disclose to third parties any evaluation of the Program without Ambry’s prior written consent; (g) use the Program for any purpose other than their intended purpose; (h) interfere with or disrupt the integrity or performance of the Program; (i) introduce any open source software into the Program; or (j) attempt to gain unauthorized access to the Program or its related systems or networks.

• Users. Customer’s end users are limited to (a) employees or contractors who have reasonable need to access and use the Program for the benefit of Customer, and (b) patients, solely in the course of treatment from Customer or Customer’s employees or contractors (“Users”). You are solely responsible for maintaining the confidentiality of all User logins and passwords and for ensuring that each User login and password is used only by the User to which it was issued. You are solely responsible for any and all access and use of the Program that occurs under your account. You shall restrict Users from sharing passwords and shall not permit non-Users to access the Program via any of your logins and passwords. You are prohibited from circumventing or otherwise interfering with any authentication process or security required by the Program. Ambry shall have no liability for any loss or damage arising from any Customer’s or any User’s failure to comply with the Terms & Conditions set forth in this Section.

• Limited Customer License. You hereby grant to Ambry, at no charge, a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license under your intellectual property rights in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the Program provided by or on behalf of you to Ambry, including Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Program. Feedback is provided “as is” without warranty of any kind and shall be deemed to not include any confidential information of Customer.

DATA OWNERSHIP, SECURITY, Confidentiality AND PRIVACY

• Customer Data. Customer is currently a “covered entity” under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (collectively, “HIPAA”) and required to comply with the applicable security and privacy requirements of HIPAA. Terms not otherwise defined in these Terms & Conditions shall have the meaning assigned to them under HIPAA. You, not Ambry, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use all data and information, including PHI, that you input into the Program or that is otherwise gathered by the Program from Customer’s or any User’s computer hardware, mobile devices, software, modems, routers and other communications equipment in the course of Customer’s and its Users’ use of the Program (collectively, “Customer Data”). You hereby grant to Ambry a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data, including any PHI you may disclose to Ambry, and perform all acts with respect to the Customer Data as may be necessary for Ambry to provide services through the Program to you, to continually improve the Program, and to develop new services and offerings to you or other third parties, consistent with applicable law.

• Ambry Data. Ambry is a “covered entity” with respect to any receipt, maintenance, or use of PHI or other data for genetic testing services performed by Ambry, its affiliates, or its contractors. Notwithstanding any other term of these Terms & Conditions, data and information that Ambry obtains, maintains, or uses to perform genetic testing services consistent with Ambry’s covered entity functions is owned solely by Ambry and is not considered Customer Data.

• Privacy. Ambry will not use or disclose Customer Data, including PHI, other than as permitted or required under these Terms & Conditions and by applicable law. Except as expressly limited in these Terms & Conditions, Ambry may use or disclose PHI for the proper management and administration of Ambry or to carry out its legal responsibilities if (i) the disclosure is required by law or (ii) Ambry obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and be used or further disclosed only as required by applicable law or for the purpose for which it was disclosed to such person, and the person agrees to notify Ambry of any instances of which it is aware in which the confidentiality of the information has been breached. If Ambry holds any Designated Record Sets on behalf of Customer, at the request of Customer and in a reasonable time and manner, Ambry shall make available PHI in such Designated Record Sets for Customer to respond to an individual’s request for access or amendment to his or her PHI in accordance with 45 C.F.R. §§ 164.524 and 164.526. Ambry shall document disclosures of PHI, and at the request of Customer and in a reasonable time and manner, make such information available to Customer to respond to an individual’s request for an accounting in accordance with § 45 C.F.R. 164.528.

• Security. Ambry will use reasonable efforts to implement and maintain reasonable administrative, physical and technical safeguards for the security, confidentiality, integrity, availability, and accessibility of Customer Data in compliance with HIPAA and applicable law. Notwithstanding the foregoing, Customer acknowledges that, despite any security precautions deployed by Ambry, the use or disclosure of, or connection to, the Internet and the Services provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Customer Data. Ambry cannot and does not guaranty the privacy, security, integrity, accessibility, or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient. Neither Customer nor any User shall, directly or indirectly, circumvent or otherwise interfere with any user authentication or security of the Program. Customer shall immediately notify Ambry of any breach, or attempted breach, of security known to Customer. Ambry shall notify Customer without unreasonable delay of (i) any improper or unauthorized Use or Disclosure of Customer’s PHI or (ii) any Security Incident, in each case, that compromises Customer’s PHI of which Ambry becomes aware. Ambry hereby notifies Customer of the ongoing existence and occurrence of Unsuccessful Security Incidents for which no additional report or notice to Customer shall be required. For purposes of these Terms & Conditions, “Unsuccessful Security Incidents” include activity such as pings and other broadcast attacks on Ambry’s firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized Use or Disclosure of Customer’s PHI. Following Ambry’s Discovery of a Breach of Unsecured PHI, Ambry shall notify Customer of such Breach, and Ambry shall mitigate, to the extent practicable, any harmful effect that is known to Ambry of a Use or Disclosure of PHI by Ambry in violation of these requirements of these Terms & Conditions in accordance with 45 C.F.R. §§ 164.308, 164.410, and 164.412 of HIPAA.

• Confidentiality. Except as permitted under the Terms & Conditions, each party agrees it will not use, disclose, or reverse engineer the other party’s Confidential Information, except as authorized in writing by other party or as required by Applicable Law; provided that, if a party is compelled by Applicable Law to disclose the Confidential Information of the other party, such party shall notify the party whose information is required to be disclosed within a reasonable time prior to making such disclosure and cooperate with the other party efforts to seek a protective order or otherwise prevent or restrict such disclosure. “Confidential Information” means any and all technical, financial, or business information disclosed by a party or known to the other party as a result of or through performance of the Terms & Conditions that is not publicly known, whether in writing, orally or in any other form and whether or not labelled confidential or otherwise, and including the Terms & Conditions, and any and all correspondence between the parties relating to the existence or substance of the Terms & Conditions, but does not include information that a party can demonstrate through written records (i) is known publicly through no breach of the Terms & Conditions (ii) was in its possession free of any obligation of confidence to Customer at the time of disclosure, (iii) was received from a third party free to disclose such information without restriction, or (iv) was independently developed without accessing, using or referring to Confidential Information or otherwise breaching the Terms & Conditions. Notwithstanding the above, Ambry may make its internal practices, books, and records relating to the use and disclosure of protected health information available to the Secretary of the Department of Health and Human Services for purposes of determining Customer’s compliance with HIPAA.

• Third Party Offerings. The Program may contain links to, or otherwise may allow Customer or its Users to connect to and use certain third-party products, services or software under separate terms and conditions (collectively, “Third Party Offerings”) as part of the Program. If Customer or its Users decide to access and use such Third Party Offerings, such access and use is governed solely by the terms and conditions of such Third Party Offerings, and Ambry does not endorse, is not responsible for, and makes no representations as to such Third Party Offerings, their content or the manner in which they handle Customer’s and/or its Users’ data. Ambry reserves the right to discontinue support or integration with such Third Party Offerings but will use reasonable commercial efforts to minimize disruptions to Customer, including but not limited to, seeking replacement Third Party Offerings. Notwithstanding anything to the contrary herein, Ambry is not liable for any damage or loss caused or alleged to be caused by or in connection with Ambry’s or its Users’ access or use of any such Third Party Offerings, or its or their reliance on the privacy practices or other policies of such Third Party Offerings.

• Third Party Hosting. Ambry may use the services of one or more third parties to deliver any part of the Program. Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.

• Customer Systems. Customer is responsible for (a) obtaining, deploying and maintaining all computer hardware, mobile devices, software, modems, routers and other communications equipment necessary for Customer and its Users to access and use the Program (collectively, the “Customer Systems”); (b) contracting with third party ISP, telecommunications and other service providers to access and use the Program; (c) paying all third party fees and access charges incurred in connection with the foregoing; and (d) appointing a designated person to be the administrator for the Program, who will assist in configuring and installing the Program for you.

COPYRIGHT. ALL RIGHT, TITLE, AND INTEREST IN AND TO THE PROGRAM IS OWNED BY AMBRY. SUCH RIGHTS ARE PROTECTED BY COPYRIGHT AND OTHER APPLICABLE INTELLECTUAL PROPERTY LAWS IN THE UNITED STATES AND OTHER TERRITORIES AND BY INTERNATIONAL TREATY PROVISIONS. AMBRY ENFORCES ITS INTELLECTUAL PROPERTY RIGHTS TO THE FULLEST EXTENT PERMITTED BY LAW.

NO RIGHT, TITLE, OR INTEREST IN OR TO THE PROGRAM, ANY TRADEMARKS, SERVICE MARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OWNED BY AMBRY IS GRANTED BY THE TERMS & CONDITIONS.

NO MEDICAL ADVICE. All medical practice management, patient consents, and patient care decisions made by Customer using the Program will be exclusively the responsibility of Customer. Customer is solely responsible for the legality, appropriateness, timeliness, accuracy and adequacy of the information and data created, provided, furnished to, or received by the Customer and Customer’s patients via the Program, including but not limited to, communications and data through text or email sent on behalf of Customer. The Program is not intended to be a substitute for consulting a health care professional or obtaining professional medical advice, diagnosis, or treatment. Ambry does not directly or indirectly practice medicine, render medical advice, or dispense medical services via the Program. Nothing contained in the Program should be intended to be a medical diagnosis or treatment directive or recommendation. Reliance on the Program is solely at your own risk.

LIMITED WARRANTIES AND LIMITATION OF LIABILITY.

• WARRANTY. AMBRY WARRANTS THAT THE PROGRAM IS PROVIDED SOLELY ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. AMBRY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, FUNCTIONALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AMBRY ASSUMES NO LIABILITY FOR DAMAGE TO ANY SYSTEM ON WHICH THE PROGRAM IS USED, ANY DATA PROCESSED BY THE PROGRAM, OR FOR LOSSES ARISING DUE TO THE ACTS OR OMISSIONS OF THIRD PARTIES IN CONNECTION WITH THE PROGRAM. AMBRY MAKES NO WARRANTIES THAT THE PROGRAM WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE PROGRAM WILL PROVIDE SPECIFIC RESULTS. YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU OBTAIN FROM THE PROGRAM IS FREE OF VIRUSES. AMBRY RESERVES THE RIGHT TO MAKE CHANGES TO THE PROGRAM FROM TIME TO TIME WITHOUT NOTICE OR OBLIGATION.

• AMBRY SHALL NOT BE HELD RESPONSIBLE FOR ANY ACTION TAKEN THAT IS BASED ON USE OF THE PROGRAM. AMBRY EXPRESSLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL INJURY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE PROGRAM, EVEN IF AMBRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY ASPECT OF THE PROGRAM, OR WITH ANY OF THESE TERMS & CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PROGRAM.

• LIMITATION OF LIABILITY. NEITHER CUSTOMER NOR AMBRY NOR ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS & CONDITIONS, EVEN IF CUSTOMER, AMBRY OR ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE SERVICES OR THE RESULTS THEREOF. AMBRY WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. NEITHER AMBRY NOR ITS PARENT COMPANIES, SUBSIDIARIES, OR AFFILIATES, LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE LESSER OF (A) THE AMOUNTS PAID BY CUSTOMER TO AMBRY UNDER THESE TERMS DURING THE PERIOD OF SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, AND (B) THE AMOUNT OF FEES PAID BY CUSTOMER IN A SINGLE SUBSCRIPTION TERM, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT THE TERMS IN THIS SECTION 5.2 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

• Compliance with Laws. Each party agrees to comply with all applicable laws and regulations of the United States and any other applicable countries or jurisdictions in the exercise of its rights and performance of its obligations under the Terms & Conditions, including but not limited to all applicable export laws and regulations.

INDEMNITIES

• Ambry Indemnity. Ambry, at its expense, shall defend Customer and its officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that the Program infringes any copyright or misappropriates any trade secret and shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) incurred by the Customer Indemnified Parties from any such Third-Party Claim. Ambry’s obligations under this Section are conditioned upon (a) Ambry being promptly notified in writing of any claim under this Section, (b) Ambry having the sole and exclusive right to control the defense and settlement of the claim, and (c) Customer providing all reasonable assistance (at Ambry’s expense and reasonable request) in the defense of such claim. In no event shall Ambry settle any claim without Customer’s prior written approval. Customer may, at its own expense, engage separate counsel to advise Customer regarding a Claim and to participate in the defense of the claim, subject to Ambry’s right to control the defense and settlement.

• Mitigation. If any claim which Ambry is obligated to defend has occurred, or in Ambry’s determination is likely to occur, Ambry may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the Program, (b) substitute a functionality equivalent, non-infringing replacement for such Program, (c) modify the Program to make it non-infringing and functionally equivalent, or (d) terminate the provision of the Program to Customer and refund to Customer any prepaid amounts attributable the period after the date Customer was unable to use the Program.

• Exclusions. Notwithstanding anything to the contrary in these Terms & Conditions, the foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (a) Customer’s use of infringing Customer Data; (b) use of the Program in combination with any software, hardware, network or system not supplied by Ambry where the alleged infringement relates to such combination, (c) any modification or alteration of the Program other than by Ambry, (d) Customer’s continued use of the Program after Ambry notifies Customer to discontinue use because of an infringement claim, (e) use of open source software; (f) Customer’s violation of applicable law; or (g) the Customer Systems.

• Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF AMBRY WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE PROGRAM OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF AMBRY WITH RESPECT THERETO.

• Customer Indemnity. Customer shall defend Ambry and its affiliates, licensors and their respective officers, directors and employees (“Ambry Indemnified Parties”) from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Customer Data or Customer Systems (and the exercise by Ambry of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s intellectual property rights or that Customer has violated any privacy and/or security laws with respect to the Program and/or Customer Data; (b) Customer’s or its Users’ use or alleged use of the Program other than as permitted under these Terms & Conditions; (c) Customer’s or its Users’ use or alleged use of the Third-Party Offerings in a manner that violates the terms of use set forth by the providers of such Third-Party Offerings; or (d) arising from the occurrence of any of the exclusions set forth in Section 6.3. Customer shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) incurred by the Ambry Indemnified Parties from any such Third-Party Claim. Customer’s obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any claim under this Section, (y) Customer having the right to control the defense and settlement of the claim; provided, however, that Customer shall not agree to any entry of judgment or enter into any settlement, compromise, or discharge without obtaining the prior written consent of Ambry, and (z) Ambry providing all reasonable assistance (at Customer’s expense and reasonable request) in the defense of such claim. In no event shall Customer settle any claim without Ambry’s prior written approval. Ambry may, at its own expense, engage separate counsel to advise Ambry regarding a Third-Party Claim and to participate in the defense of the claim, subject to Customer’s right to control the defense and settlement.

MISCELLANEOUS

• U.S. Government Restricted Rights; Export Restrictions. If Customer is an agency or contractor of the United States government, Customer acknowledges and agrees that (a) the Program was developed entirely at private expense, (b) the Program in all respects constitute proprietary data belonging solely to Ambry, (c) the Program are not in the public domain, and (d) the Program is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFAR Section 252.227-7014 or FAR Part 12.212. Customer agrees not to store or process any data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State.

• Changes to these Terms & Conditions. Ambry may revise or modify these Terms & Conditions from time to time. Such changes, revisions, or modifications shall be effective immediately upon posting such revisions or modifications on www.ambrygen.com. If you disagree with these Terms & Conditions, your sole remedy is to discontinue your use of the Program. Any use of the Program by you after such notice shall constitute acceptance of the changes.

• Severability. If any part of the Terms & Conditions is determined by a court of competent jurisdiction not to be enforceable for any reason, this will not affect the validity of the other parts of the Terms & Conditions, which will continue to be in full force and effect.

• Waivers. The failure or delay of Ambry to exercise any of its rights under these Terms & Conditions shall not be a deemed waiver thereof and no waiver by Ambry of any violation of these Terms & Conditions shall constitute a waiver of any other or subsequent violation.

• Marketing. Customer agrees to allow Ambry to use Customer’s logo on marketing materials and communications to promote the Program, with Customer’s express prior approval. Any use of Ambry’s or the Program’s name and logo must have express prior approval from Ambry. Any event put on by Customer involving marketing shall be subject to an additional agreement. Customer agrees to engage in regular Program status reviews with Ambry to review metrics and program success.

• Force Majeure. Ambry will not be liable for any claims, liabilities, damages, failures, or delays and will be excused for such claims, liabilities, damages, failures, and delays in the performance of its obligations under this Order due to any act or cause beyond the reasonable control and without the fault of Ambry, including acts of God, fire, flood, tornado, earthquake, or other natural disasters; acts of government (e.g., quarantines, civil injunctions or enacted statutes and regulations); or acts or events caused by third parties such as riot, war, terrorism, strike, power outage or explosion; or pandemics or epidemics; or the inability due to any of the aforementioned causes to obtain necessary labor or materials.

• Dispute Resolution. This Order and the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the United States and the State of California as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Order. Any dispute arising out of or in connection with to this Order, including but not limited to any question regarding its existence, interpretation, validity, performance, or termination, or any dispute between the parties arising from the parties’ relationship created by this Order, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (“AAA”) under its rules. The number of arbitrators shall be one (1). The parties shall endeavor to agree upon the sole arbitrator and jointly nominate the arbitrator. If the parties cannot agree upon the sole arbitrator within a time prescribed by AAA, the parties shall request the AAA to propose five (5) arbitrators and each party shall rank the proposed arbitrators. The AAA shall appoint an arbitrator from the list of five (5), based upon the parties’ rankings. The seat, or legal place of arbitration shall be California, United States. Notwithstanding the foregoing, Ambry has the right to pursue equitable relief in the state and federal courts located in California, and Customer agrees to the exclusive jurisdiction and venue of such courts