GenePeeks, Inc. Terms of Use

THE FOLLOWING TERMS APPLY TO YOUR USE OF THIS WEBSITE, WWW.GENEPEEKS.COM, AND THE INFORMATION, PRODUCTS AND SERVICES AVAILABLE THROUGHOUT IT. YOUR USE OF THIS WEBSITE CONSTITUTES YOUR AGREEMENT WITH THESE TERMS.

1. PROPRIETARY RIGHTS.

As between you and GenePeeks, Inc. ("GenePeeks"), GenePeeks owns all rights, title and interest in and to www.genepeeks.com (the “Website”), all downloadable information and reports, all the code, data and materials therein, the look and feel, design and organization of the Website, and the compilation of the content, code, data and materials on the Website, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Website does not grant to you ownership of any content, code, data or materials you may access on or through the Website. All downloaded information, content, code, data and materials, including results reports for GenePeeks services, remain the property of GenePeeks.

2. LIMITED LICENSE.

GenePeeks grants users of the Website a limited license to access and view the content on the Website on your computer or other device. Unless otherwise indicated in this Terms of Use (“Terms”) or on the Website, under the limited license, you may make single copies or printouts of the content of the Website and downloaded information and reports for your personal use only.

3. PROHIBITED USE.

Commercial or promotional distribution, publishing or exploitation of the Website, or any information, reports, content, code, data or materials on the Website or downloaded from the Website, is prohibited. Other than as expressly allowed in these Terms, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any information, content, code, data, materials or reports on or available through the Website. You may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the information, content, code, data, other materials or reports on or available through the Website. If you make other use of the Website, or the information, content, code, data, materials or reports thereon or available through the Website, you may violate copyright and other laws of the United States, other countries, and/or applicable state laws and may be subject to liability for such unauthorized use.

4. TRADEMARKS.

The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Website or on information, content, code, data, materials and reports available through the Website belong to GenePeeks and may not be used without the prior written consent of GenePeeks. All Trademarks not owned by us that appear on the Website or on or through the Website's services, if any, are the property of their respective owners. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without our written permission or the permission of the third party that may own the applicable Trademark.

5. USER INFORMATION.

In the course of your use of the Website and/or the services, if any, made available on or through the Website, you may be asked to provide certain personalized information to us (such information referred to hereinafter as "User Information"). Our information collection and use policies with respect to the privacy of such User Information are set forth in the Website's Privacy Policy which is incorporated in these Terms by reference. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information.

6. PROHIBITED USER CONDUCT.

Any attempt to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Website or the Website's services, or any content thereof, or make any unauthorized use thereof is prohibited. Use of the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website or any of its services is prohibited.

7. INDEMNIFICATION.

You agree to defend, indemnify and hold harmless GenePeeks and its affiliates, directors, officers, employees and agents from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your misuse of the Website, your placement or transmission of any message, content, information, software or other materials through the Website, or your breach or violation of the law or of these Terms. GenePeeks reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such case, you agree to cooperate as reasonably required with GenePeeks’ defense of such claim. You may not settle any claim without GenePeeks’ prior written consent.

8. DOWNLOADS AND ORDERS.

Only individuals who are 18 and older may purchase services from GenePeeks (and become a GenePeeks “Patient”). Only individuals who are 18 and older may provide genetic materials/biological specimens containing genetic materials to GenePeeks in order to become “Participants” in GenePeeks services. Only individuals who are residents of the United States may purchase services from GenePeeks, unless otherwise specified and agreed. To purchase and receive our services, you may be required to electronically sign an additional agreement with GenePeeks that contains additional terms and conditions, including consent to financial responsibility for services purchased. By enrolling, you agree to assume full financial responsibility for the cost of GenePeeks services related to the Previde analysis if your insurance carrier denies or does not cover your claim for these services. At this time, GenePeeks does not accept private insurance. Patients may be eligible for our Payment Assistance Plan.

9. THIRD-PARTY WEBSITES.

You may be able to link from the Website to third-party websites and third-party websites may link to the Website ("Linked Sites"). We have no responsibility for the information, content, products, services, advertising, code or other materials that may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours. We disclaim any liability for links (1) from another website to this Website and (2) to another website from this Website. We cannot guarantee the standards of any website to which links are provided on this Website nor shall we be held responsible for the contents of such sites, or any subsequent links. We do not represent or warrant that the contents of any third-party website is accurate, compliant with state or federal laws, or compliant with copyright or other intellectual property laws. Also, we are not responsible for any form of transmission received from any Linked Site. Any reliance on the contents of a third-party website is done entirely at your own risk. Although we will take reasonable efforts to support you in accessing and using Linked Sites, you assume all responsibilities and consequences resulting from reliance on these sites.

10. WARRANTIES.

THE WEBSITE, AND ALL SERVICES, PRODUCTS, DOWNLOADS, INFORMATION, CONTENT, CODE, DATA, REPORTS, FUNCTIONS AND MATERIALS, ARE PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GENEPEEKS DOES NOT WARRANT THAT THE WEBSITE OR THE SERVICES, PRODUCTS, DOWNLOADS, INFORMATION, CONTENT, CODE, DATA, REPORTS, FUNCTIONS OR MATERIALS PROVIDED THROUGH THE WEBSITE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. GENEPEEKS SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT BECAUSE OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE WEBSITE OR YOUR DOWNLOADING OF ANY INFORMATION, MATERIALS, DATA, TEXT, IMAGES, VIDEO CONTENT, OR AUDIO CONTENT FROM THE WEBSITE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

We reserve the right to change or make corrections to any of the information provided on the Website at any time. GenePeeks neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement on the Website, nor for any offensive, defamatory, obscene, indecent, unlawful or infringing posting made thereon by anyone other than authorized GenePeeks employee spokespersons while acting in their official capacities (including, without limitation, other users of the Website). It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Website. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content, including but not limited to financial, health, or lifestyle information, opinion, advice or other content.

EXCEPT AS MAY BE PROVIDED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY GENEPEEKS AND YOU, GENEPEEKS MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND PRODUCTS PURCHASED BY YOU.

11. LIMITATION OF LIABILITY.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE IS SOLELY AT YOUR OWN RISK. YOU EXPRESSLY ACKNOLWLEDGE AND AGREE THAT IN NO EVENT SHALL GENEPEEKS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO GENEPEEKS’ PROVISION OF SERVICES OR PRODUCTS, THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, OR YOUR PROVISION OF INFORMATION VIA THE WEBSITE.

12. APPLICABLE LAWS.

We control and operate the Website from our offices in the United States of America. We do not represent that materials on the Website are appropriate or available for use in other locations. Persons who choose to access the Website from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent that local laws are applicable.

The Terms, and the relationship between you and GenePeeks, shall be governed by the laws of Delaware and the United States of America, without regard to conflict of law provisions. BY YOUR USE OF THIS WEBSITE YOU AFFIRMATIVELY CONSENT TO ACCEPTING THESE TERMS, AND YOU AGREE THAT ANY CAUSE OF ACTION THAT MAY ARISE UNDER THESE TERMS WILL BE SETTLED THROUGH BINDING ARBITRATION. YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY A JUDGE OR JURY.

All disputes (whether involving contracts, statutes, regulations, ordinances and/or torts, including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence and/or any other legal or equitable theory) will be resolved, and judgments awarded and enforced, through binding arbitration, under the jurisdiction of the Delaware Court of Chancery, in accordance with the Delaware Uniform Arbitration Act. You also agree that you will not participate in a class action, consolidated action, or representative proceeding against GenePeeks. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class, consolidated, or representative proceeding.

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid or unenforceable, all other Terms remain in full force and effect. The invalid, void, and/or unenforceable provision(s) will be replaced with a provision or provisions that are valid and enforceable, and that closely reflect the intent and purpose of the original provision(s).

If you are a resident of California, you waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute, regulation, or doctrine.

13. CHANGES.

GenePeeks reserves the right, at its sole discretion, to change, correct, modify, add or remove any portion of the Website and these Terms, in whole or in part, at any time and without any prior warning or notice. Changes will be effective when posted. Your continued use of the Website and/or the services made available on or through the Website after any changes are posted will be considered acceptance of those changes.