1. These terms

1.1 What these terms cover. These are the terms and conditions in which we supply our hei program (“Program”) to you, which is comprised of sample testing services, health recommendations and various features on our website and mobile application.

1.2 Why you should read these Terms. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide the Program to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us at hei@imagenelabs.com.

1.3 Please pay particular attention to the following clauses: 2.2 (which states that the Program is not for medical purposes); 3 (important information regarding the nature of our tests and their results), 5 (our Disclaimer), 7.2 (which provides for auto-renewal of your subscription), and 18.1 (which limits our liability to you).

2. hei

2.1 What is hei? hei is a wellness program that is tailored to your lifestyle, biology, and environment.

2.2 hei is not a medical program. It is not used for medical purposes. It cannot be used to prevent, diagnose, monitor, treat or compensate for any disease, illness, or medical condition. Nor can it be used to control conception, or investigate, replace, or modify anatomy or any physiological process.

2.3 As part of the Program, you will collect saliva, swab and microbiome samples that will be provided to and tested by our partner laboratories and tested for indicators (including genetic indicators) of aspects of your health and well-being. This will only be processed if you provide your consent under a consent document we provide.

2.4 We will then profile your sample test results using our well-being experts and proprietary technology, to provide you with personalised lifestyle recommendations including diet, exercise, skincare, and sleep.

2.5 You confirm that you are above the age of consent in the jurisdiction you reside in.

3. Biomarker Data

3.1 The test samples you send to our partner laboratories will be analysed to produce data related to your genotype and other biomarkers (“Biomarker Data”). We will share with you representations of findings from these data in the hei applications and website.

3.2 Biomarker Data, like any genetic or other biomarker-based test results, has limitations. For example:

(a) We measure many points of information derived from your samples, but only a small percentage of them relate to human traits that is of interest to us;

(b) many ethnic and gender groups differ or are not included at all in many genetic and scientific studies, therefore some of the interpretations that we provide may not apply to you.

3.3 Further development in the future from genetic and scientific research may change how your Biomarker Data is interpreted by us and our partner labs. If your Biomarker Data tells you that you do not have an elevated risk for a particular condition, you should not assume that you are entirely protected from this condition. Similarly, if your Biomarker Data tells you that you are at higher risk for a particular condition, it does not mean that you will develop this condition. If you have concerns or questions regarding this, you should consult your doctor.

3.4 The limits referred to in clauses 3.2 and 3.3 mean that Biomarker Data do not give a complete or enduring picture of your heath or well-being. It is only one aspect of your entire health and well-being outlook and should not be assumed to be the determinant of any particular course of action. Environmental factors and lifestyle choices should also be significant indicators when considering any course of action.

4. Risks of the program

4.1 Before you embark on the Program, you need to be certain that it is right for you. Your test results, including genetic and other Biomarker Data, may be a surprise to you or not what you may have expected. This may be unwelcome and troubling, and there may be no practical way for you to take action to change such findings and results.

4.2 Your samples might not produce any meaningful results, for example, our partner laboratories may obtain an insufficient sample that prevents them from processing your sample and producing results, or there might be a risk of human error resulting in a mistake in providing the results. Some samples collected and processed may not be able to be interpreted accurately or correctly. If these happen, we will contact you to obtain new samples.

4.3 Any Biomarker Data that you share with other individual, or entity can be used against your best interests. Therefore, you should be extremely cautious when sharing your Biomarker Data. If you have any doubts, please seek legal advice.

4.4 Any Biomarker Data that you choose to share with your doctor can become part of your medical records and can potentially be accessed by other individual or entity including health care providers or insurance companies.

4.5 Disclosing your Biomarker Data to others, especially employers or insurers, can be used against your interests either at the time of disclosure or in the future.

5. Disclaimer

5.1 You are advised and required to review and accept the hei Disclaimer (https://hei.imagenelabs.com/disclaimer). You will not be permitted to register for the Program unless you indicate that you have read, understood, and acknowledged the Disclaimer.

6. Information about us and how to contact us

6.1 Who we are. We are Imagene Labs Pte. Ltd., registered in Singapore. Our company registration number is 201601438E and our operating address is at 115 Eunos Avenue 3 #05-01 Singapore 409839.

6.2 How to contact us. You can contact us by writing to us at hei@imagenelabs.com.

6.3 How we may contact you. If we have to contact you, we will do so by means of your account on the hei application or website, by telephone or by writing to you at the email address or postal address you provided to us when you sign up for our Program.

6.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

7. Your Contract

7.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept the order, at which point a contract will come into existence between you and us.

7.2 Duration. The contract for our provision of the Program to you will commence on the date specified in our email accepting your order and continue indefinitely until you or we notify the other Party to stop the Program.

7.3 If we cannot accept your order. If we are unable to accept your order, we will inform you of this by email and will not charge you for the Program. This might be due to an item for purchase being out of stock, unexpected limits on our resources which we could not reasonably plan for, an error in the price or description of the Program, or us unable to meet a delivery deadline that you have specified.

7.4 Your order number. We will assign and inform you the order number of your order when we accept your order. Please use this order number when you contact us about your order.

7.5 We only promote the Program to users in Singapore and Hong Kong. Our application and website are solely for the promotion of our Program to users in Singapore and Hong Kong. We make no warranty as to the compliance of the Program with any applicable laws or regulations of any territory other than Singapore and Hong Kong.

7.6 Your taking samples. It is crucial that you follow our sample collection and sample maintenance instructions provided to you in the sample collection kit.

8. Your online assessment

8.1 Making sure your online assessment is accurate. We personalise the Program to fit information you provide us with in the online assessment regarding your health history, dietary habits, exercise, sleep, and wellness goals. This is your “Online Assessment”. You are responsible for ensuring that this information is accurate.

9. Security Credentials

9.1 Any account login details, user identification code or password for the Program are part of our security procedures and must be treated by you as confidential. You must not disclose it to any third party.

9.2 If you know or suspect that anyone other than you know your user identification code or password, please promptly notify us at hei@imagenelabs.com.

10. Our rights to make changes

10.1 Minor changes to the Program. We may change the Program:

(a) to reflect changes in relevant laws and regulatory requirements. An example would be a change in the way that genetic testing or wellness tracking are regulated, which could impact how we provide those aspects of the hei program; and

(b) to implement technical adjustments and improvements, for example to address a security threat or to change the way we present data on our application and website, or adopt use of a different messaging platform.

10.2 Sample collection kit packaging may vary. The packaging of the sample collection kit and its contents may vary from that shown in images on our website.

11. Providing you with the program

11.1 We will provide you with the sample collection kit within 10 working days of confirmation of your order.

11.2 When we will provide the Program. We will provide the Program to you until you terminate the Program with us, as described in clause 12, or we terminate the Program with you by written notification to you, as describe in clause 14.

11.3 We are not responsible for delays outside our control. If our supply of the sample collection kit is delayed by events outside our control, we will inform you as soon as possible and take steps to minimise the effect of the delay. We shall not be liable for such delay, however, if there is substantial delay under any circumstances, you may contact us to terminate the purchase or Program, and receive a refund.

11.4 Delivery of sample collection kit. We shall use our courier service to deliver the sample collection kit to you upon confirmation of your order, and attempt to re-deliver the sample collection kit to you upon initial unsuccessful delivery. If, despite our reasonable efforts, we are unable to deliver or contact you regarding the delivery, we may terminate the Program with you and clause 14.2 shall apply.

11.5 If you do not allow us access to provide the Program. If you do not provide us your samples in accordance with the sample collection kit instructions, provide us consent to process your samples, or allow us to perform the Program for you, charges will still apply even when the Program is not provided to you.

11.6 Your legal rights if we deliver late. If there is substantial delay in delivery of the sample collection kit, products, or services to you under any circumstances, you may contact us to terminate the purchase or Program, and receive a refund. If the sample collection kit has been delivered to you, you must return the sample collection kit to us. Please email us at hei@imagenelabs.com to arrange for the return of the sample collection kit. We shall process the refund only after we have received the sample collection kit returned from you.

11.7 When you become responsible for the sample collection kit. You shall be responsible for the sample collection kit from the time we deliver the kit to the address you provide, or upon receipt of the kit directly from us. If you lose or damage the kit that require a replacement kit from us, the cost of the new kit and its shipment cost shall be borne by you.

11.8 What will happen if you do not give required information to us. We require certain information from you in order to provide you with the Program, for example, your samples or your Online Assessment information. We may contact you to request for this information if these are not provided to us or certain information from you are lacking. We will not be able to provide you with the Program if you do not provide us the information we requested, or if you provide us incomplete or inaccurate information.

11.9 Reasons we may suspend the supply of the Program to you. We may have to suspend the provision of the Program to:

(a) deal with technical problems or make minor technical changes;

(b) update the Program to reflect changes in relevant laws and regulatory requirements;

(c) make changes to the Program (refer to clause 10).

11.10 Your rights if we suspend the provision of the Program. We will notify you in advance if we are suspending the provision of the Program unless immediate suspension of the Program is urgent or under an emergency. You may request for refund for pending orders or services to you if the suspension of the Program is more than 1 month. You may also contact us to terminate the Program with us if the suspension of the Program is more than 1 month.

11.11 We may also suspend provision of the Program if you do not pay. If you do not make the required payment for the Program or purchases within the Program (refer to clause 16.2) and you continue to default on payment after 14 days of us notifying you that payment is due, we may suspend provision of the Program to you until all outstanding payments are made. We will notify you that we are suspending provision of the Program to you due to non-payment of outstanding payment. Interest can be charged to you on your overdue payments (refer to clause 16.3). However, we will not suspend the Program to you where you dispute the outstanding and overdue payments, and such dispute is pending resolutions (refer to clause 16.4).

11.12 You may request us to provide another party access to your hei account. The value of the Program is the provision of a health or well-being professionals (“Your Professional”) who will help you in your health journey throughout the Program. You may allow one or more of Your Professionals accesses to the information in your hei account for the purpose of reviewing and advising on your health journey. This includes Biomarker Data, your Online Assessment, other information you provide us, and any resulting recommendations we provide you. If you wish to cease providing access of your information to Your Professionals, please email us at hei@imagenelabs.com. Effort has been made to ensure that Your Professionals onboarded on hei have necessary credentials and the highest integrity. Your Professionals are also required to set up their own hei account with us before they are allowed to provide any services, or advice in hei. However, we will not be responsible to you for any actions or behaviour of any of Your Professionals. Before allowing access of your information to Your Professional, you should be satisfied and confident in their professional competence and ability, as well as the data security practices, they employ to safeguard your data.

12. Your rights to terminate the Program with us

12.1 You can always terminate the Program with us. Your rights when you terminate the Program with us depend on the purchase you have made, whether there is any problem with the purchase or our performance in the Program, and when your Program with us is terminated:

(a) If you wish to terminate the Program with us because of something we have done or have told you we are going to do, please refer clause 12.2;

12.2 Terminating the Program because of something we have done or are going to do. If you are terminating the Program due to the reasons in (a) to (e) below, the Program with us will be terminated immediately and we will refund you the unused portion of the services or product purchases that you have paid for. The reasons are: (a) we have notified you about an upcoming change to the Program and you do not agree to these changes; (b) we have notified you about an error in the price or description of the Program or products you have ordered and you do not wish to proceed with the purchase; (c) there is substantial delay in the provision of the Program due to events outside our control; (d) we have suspended provision of the Program for technical reasons, or have notified you of the suspension of the Program due to technical reasons, in each case for a period of more than 1 month; or (e) you have a legal right to terminate the Program due to breach of the terms on our part.

13. How to terminate the Program with us

13.1 Tell us you want to terminate the Program with us. To terminate the Program with us, please email us at hei@imagenelabs.com.

13.2 Returning the sample collection kit after terminating the Program with us. If you terminate the Program for any reason after the sample collection kit has been delivered to you or you have received the sample collection kit, you must return the kit to us. Please email us at hei@imagenelabs.com to arrange for the return of the kit to us.

13.3 When we will pay the costs of return. We will pay the cost of returning the sample collection kit due to any of the reasons stated in clause 12.2 above. In all other circumstances, you must pay for the cost of returning the sample collection kit to us.

13.4 How we will refund you. We will refund you the fee you paid for the Program or purchases. We will process the refund within 1 calendar month of the confirmation of termination of the Program or purchase.

14. Our rights to terminate the Program with you

14.1 We may terminate the Program with you if there is a breach of the contract on your part. We may terminate the Program with you at any time by notifying you if:

(a) you have payment due to be paid to us, and you do not make payment after 14 days of us notifying you that payment is due;

(b) you do not provide us with information that is necessary for us to provide the Program to you, such as your information required for the Online Assessment;

14.2 No refund upon termination of the Program with you. If we terminate the Program with you in the situations set out in clause 14.1 above, we will NOT refund any money you have paid in advance for the Program or purchases.

14.3 We may withdraw the Program. We will notify you at least 1 week in advance if we intend to stop providing the Program. We will refund you the unused portion of the services or product purchases that you have paid for, calculated till the day that the Program will be withdrawn.

15. If there is a problem with the Program

15.1 How to tell us about problems with the Program. If you have any questions, feedback, or complaints about the Program, please email us at hei@imagenelabs.com.

15.2 Our legal duty to provide the Program. We are legally obliged to provide the Program in conformity with these terms stated in this Terms and Conditions.

15.3 Your obligation to exchange products. If there is an issue or problem with the sample collection kit or other products, you can return the kit or product to us and request for a new kit or product to be delivered to you. Please email us at hei@imagenelabs.com to discuss about the issue or problem, and arrange for the exchange.

16. Price and payment

16.1 Where to find the price for the Program. The price of the Program and products (which excludes GST) will be the price indicated on the order pages when you place your order. We take reasonable care to ensure that the price of the Program or products advised to you is accurate.

16.2 How you must pay. We accept payment by Visa, Mastercard, and American Express. The amount you are required to pay will be indicated in the order pages prior to you making payment.

16.3 We may charge interest on late payment. We may charge interest to you on the overdue payment amount, at an interest rate of 8% per annum. This interest shall accrue on a daily basis from the due date till the date of actual payment of the total overdue amount inclusive of interest. You must pay us interest charges together with the overdue payment amount.

16.4 What to do if you are wrongly charged. If you believe that an invoice is incorrect, please notify us immediately. No interest will be levied until such dispute is resolved. We will charge you interest on correctly invoiced amount from the original due date once the dispute has been resolved.

17. Our responsibility for loss or damage suffered by you

17.1 Subject to clause 17.4, our total liability to you for any losses or damages to you that is caused by us or our employees will be limited to the total amount paid by you for the Program or the particular purchase of a product. Our liability to you covers:

(a) all incidents that happened within the Program;

(b) our failure to provide the Program; or

(c) our failure to take reasonable care in providing the Program.

17.2 Subject to clause 17.4, we are not liable for any cost, loss, delay, inconvenience or damage you suffer as a result of:

(a) our partner laboratory being unable to process your samples for any reason;

(b) any injury you may suffer during the collection of your biological samples, unless the sample collection kit we provide to you is proven to be defective;

(c) your failure to follow instructions provided to you in relation to sample collection or pre-sample preparation requirements;

(d) any events outside our control.

17.3 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of us breaking these terms or us failing to use reasonable care and skill, but we are not responsible for any loss or damage that is unforeseeable. Loss or damage is foreseeable if it is obvious that it will happen or if, at the time you participate in the Program and agreeing with the terms, both we and you knew it might happen, for example, if we discuss about it during our correspondence prior to placing you placing your order.

17.4 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability caused by our negligence or the negligence of our employees, agents, or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Program; and for defective products.

18. How we may use your personal information

18.1 How we will use your personal information. We will use the personal information you provide us:

(a) to provide the Program to you;

(b) to process your payment for the Program;

(c) to provide you information about similar products that we provide, however, you may elect to stop receiving such information at any time by emailing us at hei@imagenelabs.com; and

(d) to produce de-identified aggregated data from your personal information, for the purpose of research and statistical analysis.

18.2 We will only provide your personal information to other third parties where the law either requires or allows us to do so.

18.3 Please review our Privacy Policy for further details of how we process your personal information.

18.4 You acknowledge that by providing us your saliva, swab or microbiome sample, you authorise us to process it for the purpose of the Program.

19. Personal use only

19.1 The provision of the Program to you is for your own informational use only. Except for Your Professionals under clause 11.12 above, you agree not to enable any person to gain access to the Program with you for any commercial purpose.

20. Rights to the program

20.1 We or our licensors are the owner of all intellectual property rights in the Program and all elements of it (including the hei website and mobile app, and our proprietary technology used to interpret your test results, Online Assessment, and health journey recommendations). All such rights are reserved.

21. Other important terms

21.1 We may transfer your Program with us to other Party. We may transfer our rights and obligations under these terms to another Party or entity by giving you at least 2 weeks’ notice of such transfer. If you do not agree to the transfer, you may contact us at hei@imagenelabs.com to terminate the Program within 2 weeks of us informing you about the transfer. We will refund you any payments you have made for the unused portion of the Program or purchases upon termination of the Program.

21.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

21.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of these terms.

21.4 Waiver and unenforceable terms. Failure by us to exercise any of its rights under, or to enforce any provision on you will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of the terms will remain in full force and effect.

21.5 We can delay in enforcing the terms. Even if we do not take immediate action and request you to fulfil a certain term required of you, or if we delay in taking immediate action against you in respect of you breaching certain terms, we can still take steps to enforce or take action against you at a later date. For example, if you miss a payment for the Program and we do not request for your immediate payment or charge you interest fee, but continue to provide you with the Program, we can still require you to make the outstanding payment inclusive of interest fee at a later date.

21.6 Which laws apply to this terms and conditions. This Agreement shall be governed by and construed according to the laws of Singapore, without regard to conflict of law provisions.

21.7 Arbitration and language of arbitration. In case any dispute or difference shall arise amongst any of the Parties as to the construction of this contract or as to any matter or thing or whatsoever nature arising out of or in connection with this contract, including any question regarding its existence, validity or termination, such dispute or difference shall be referred to and finally resolved in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which Rules are deemed to be incorporated by reference to this clause. The language of the arbitration shall be English. The arbitration award shall be final and binding on the Parties.

Updated as of 12 July 2023.