DIGITAL HEALTH PARTNER MEDIA USE TERMS AND CONDITIONS

INTRODUCTION

GRAIL, Inc. (“GRAIL”) makes certain media assets including the GRAIL® and Galleri® trademarks and logos, as well as, copyrighted tools, content and images (collectively, “GRAIL Assets”), available via the Digital Health Partner Toolkit to Customer for use in its marketing and promotion efforts (“Licensee”) if and to the extent desired, including, in marketing materials, educational presentations, and other forums.  The following terms and conditions govern the use of GRAIL Assets, and a copy will be included in the Digital Health Partner Toolkit. Assets not included in the Galleri Practice Toolkit may only be used with GRAIL’s prior written approval.

GRAIL, Galleri, and their associated logos are registered trademarks of GRAIL, Inc.

RESTRICTED LICENSE

GRAIL grants to Licensee and Licensee accepts a fully revocable, non-transferable, non-sublicensable, non-assignable, non-exclusive, royalty-free license to display and use the GRAIL Assets only as described below. This license explicitly does not grant permission to use any GRAIL trademarks other than GRAIL and Galleri and their associated logos provided in the GRAIL Assets.

Any use by Customer of any GRAIL Assets constitutes acceptance by Customer of the restrictions contained in this license and in the brand guidelines provided in the Digital Health Partner Toolkit. This license may be terminated by GRAIL for any reason, effective immediately upon notice to Licensee, or amended by GRAIL for any reason, effective upon 7 days’ notice to Licensee.

The GRAIL Assets will be used only in the following manner:

• The GRAIL Assets can only be used in connection with authentic GRAIL product(s) in a manner and with information that is consistent with the GRAIL-approved messaging for such product(s).

• Licensee is encouraged to leverage applicable GRAIL Assets in the Digital Health Partner Toolkit as a basis in creating its own marketing and educational content.  Licensee agrees that all content for the Test by GRAIL will adhere to the brand guidelines in the Digital Health Partner Toolkit. The GRAIL Assets incorporate a vast amount of market research and marketing expertise and are meant to consistently and comprehensively educate prospective patients in a manner that is truthful, fair, balanced, and not misleading. 
  
• The GRAIL Assets will not be used in any way that is false, misleading, or likely to cause confusion, mistake or deception; that violates the rights of others or violates any federal, state, or local law, regulation or public policy; or that mischaracterizes the relationship between the parties.
  
• The GRAIL Assets will not be used in any way that suggests or implies that GRAIL recommends the Customer’s services or that GRAIL has approved any opinions, viewpoints, or other commentary of the Customer.
  
• Representation of the Galleri test as a GRAIL product
  • Customer must prominently identify the Test as the Galleri® test from GRAIL on the first page of all online or other marketing content and thereafter may shorten to the Galleri test.  Licensee may only utilize GRAIL Assets for product descriptions and illustrations.
    
  • Under no circumstances may Licensee depict, describe or otherwise represent the Galleri test as though it is created by Licensee’s practice or clinic or as if it is a generic, non-branded product.
• Search Engine Marketing
  • Customer will collaborate with GRAIL to create a search engine marketing strategy that complements rather than competes with GRAIL search engine marketing efforts.
• Emails
  • Any Galleri promotional email you may make or send must adhere to the terms and conditions herein and to the brand guidelines in the Digital Health Partner Toolkit. 
  • In addition, Licensee should adhere to CAN-SPAM laws for promotional content.
• Social Media
  • Licensee may “Like” Galleri or follow GalleriTest on social media including Facebook, LinkedIn, X, Instagram and YouTube.
    
  • Licensee may re-share and post Galleri material from Galleri social media pages and Licensee may encourage Licensee’s patients to follow Galleri social media pages and share their stories on GalleriTest social channels. 
    
  • Licensee will not use “GRAIL” or “Galleri” in its own social media account names without express written approval from GRAIL in advance.
• Non-Disparagement
  • The GRAIL Assets cannot be used in any disparaging manner or any other manner that would, in any way, harm the reputation or goodwill of GRAIL or its employees.

• Additional Trademark Requirements:
  • Licensee acknowledges that GRAIL retains the right to control the quality of goods and services offered under its GRAIL and Galleri trademarks and logos. Licensee will reasonably cooperate with any such quality control efforts by GRAIL.
    
  • Licensee agrees to include the registered trademark symbol (®) after the first prominent appearance of GRAIL and Galleri (e.g., GRAIL® and Galleri®) in any promotional materials for the Galleri test.
    
  • Licensee agrees to include a footnote or a link to the Galleri test informational website (www.galleri.com) after the first prominent appearance of Galleri in any promotional materials.
    
  • Licensee agrees to use Galleri as an adjective, and not as a noun or verb (e.g., Galleri multi-cancer early detection test, the Galleri test, or GRAIL’s Galleri test).
    
  • Licensee will not modify the GRAIL and Galleri trademarks and logos in any manner.
• Additional Copyright Requirements:
  • Licensee agrees to include the following notice with GRAIL images (where the year will be changed to the earliest publication year of the associated image(s) as appropriate:  ©[year] GRAIL, Inc.  All rights reserved.  Used with permission.
• No Ownership Rights to Assets; Domain or Trademark Registration Prohibited
  • GRAIL will retain all rights in the GRAIL Assets, including any derivative works. Customer will not assert rights over the GRAIL Assets, including by any domain name registration, trademark registration, social media account name registration, or copyright registration.  For example, GRAIL and Galleri may not be used in any Customer domain name, website name, or social media account name.

Licensee agrees to change or disable its content promptly upon notice of a deviation or instance of noncompliance with this policy from GRAIL, and Licensee understands that the license to use the toolkit is revocable by GRAIL at any time and for any reason.

Licensee agrees and accepts that GRAIL will in no way be liable for any costs, expenses, claims, or demands arising out of the use of any GRAIL Assets by Customer.