Terms of Use | Sequencing.com

Terms of Use

This is a binding agreement. By using the Internet site located at https://sequencing.com, all subdomains of sequencing.com and all associated mobile web applications (collectively the “Site”), or any services provided in connection with the Site, you agree to abide by these Terms of Use, as they may be amended by Sequencing.com (“Company”) from time to time in its sole and absolute discretion. Company shall post a notice on the Site any time for which there is a material change or update in these Terms of Use. It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Service and the Site. YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

 

1. Definitions.

1.1. "Company R&D" means research and development activities performed by Company based user data to: improve our Services; create new products or services; perform quality assurance; conduct data analysis and monitor security protocols.

1.2. "Altruist Genetic Data and Phenotypic Information" is Genetic Data and Phenotypic Information that is stripped of any and all individually identifying information.  Altruist Data is made available on the Site consistent with this Privacy Policy and the Site’s Terms of Use.

1.3. "Personal Information" is information that can identify you, either alone or in combination with other information. Company collects and stores the following types of Personal Information:

1.3.1. "Genetic Data" consists of your genotype, i.e., the arrangement of adenine, thymine, cytosine, and guanine in your DNA. Company obtains Genetic Data upon successfully uploading any file that contains your Genetic Data, which shall be uploaded consistent with the Terms of Use for the Site. Genetic Data shall also include Altruist Genetic Data and Phenotypic information.

1.3.2. "Registration Information" is the information you provide about yourself when registering for and/or purchasing our Services (e.g., name, email address, home address, user ID and password, and payment information).

1.3.3. "Phenotypic Information" is all observable and/or measurable information about yourself, such as information about traits, health, fitness, reactions to medications, measurements from sensors in wearable electronic devices and other information that you enter into surveys, forms, or features in your Company account or otherwise connect to your Company account. Phenotypic Information is included in Research only if consent is indicated for Research use on the Site and if you have given consent as required by law or any applicable contractual agreement (the “Consent Agreement”).

1.3.4. "User Content" is all information, data, text, software, music, audio, photographs, graphics, video, messages, or other materials generated by users of Company Services and transmitted, whether publicly or privately, to or through Company, but not including Genetic Data or Phenotypic Information.

1.3.5. "Web Behavior Information" is information on how you use the Site (e.g. browser type, domains, page views) collected through log files, cookies, and web beacon technology.

1.4. "Research" means scientific research that a party performs with the intent to publish in a peer-reviewed scientific journal. Research activities do not include Company R&D.

1.5. "Service" or "Services" means Company’s products, including its informational genetic services (“Genetic Services”), software, and website (including but not limited to text, graphics, images, and other material and information) as accessed from time to time by the user, regardless if the use is in connection with an account or not.

 

2. Privacy.

2.1. Privacy Policy. Company respects your privacy and permits you to control the treatment of your Personal Information. A complete statement of Company’s current Privacy Policy can be found by clicking here. Company’s Privacy Policy is expressly incorporated into this Agreement by this reference.

2.2. Acknowledgment and Agreement. You acknowledge and agree that Company has the right to monitor and maintain documentation regarding any use of its Site, Services, and/or other systems at any time. Our Privacy Policy sets forth the only expectations of privacy any individual has in regards to his or her use of Company’s Site, Services, or other systems. Unless required by law, Company will never release your individual-level Genetic Information and/or Phenotypic Information to any third party without asking for and receiving your explicit consent to do so. Further, you acknowledge and agree that Company is free to preserve and disclose any and all Personal Information to law enforcement agencies or others if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process or obligations that Company may owe pursuant to ethical and other professional rules, laws, and regulations; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Company, its employees, its users, its clients, and the public. In such event we will notify you through the contact information you have provided to us in advance, unless doing so would violate the law or a court order. You understand that the technical processing and transmission of the Services, including your Personal Information, may involve (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks, or devices. Finally, you acknowledge and agree that Company may, in its sole discretion, restrict access to the Site for any reason.

3. Description of Services. The Services include access to Company’s Site, including providing access to Company’s mobile and web-based applications (“Apps”) and Apps developed by third parties made available through Company’s App marketplace. Unless explicitly stated otherwise, each new feature that augments or enhances the current Service shall be subject to these Terms of Use. You acknowledge and agree that the Services are provided "AS-IS" and are based on the current state of the art of genetic research and technology in use by Company at the time of the purchase or viewing. Company is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services that Company provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that Company may stop (permanently or temporarily) providing some Services (or any features within the Services) to you or to users generally at Company's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Company when you stop using the Services unless you are requesting closure of your account. Company assumes no responsibility for the use of Services outside the terms of these Terms of Use or other applicable terms.

 

4. Considerations Regarding the Services.

4.1. Nature of Information. Company does not guarantee that any information we provide to you regarding your Genetic Data and/or Phenotypic Information will be positive or welcome. In fact, such information may be negative and unwelcome. You may learn things that you may not have the ability to control or change. You may learn things that are deeply distressing. These outcomes may have psychological, social, legal, or financial implications. You should also understand that as research advances you might need to obtain further services in order to utilize such information.

4.2. The Services Do Not Constitute Medical Advice. The Genetic Information provided by Company through its Services, which include without limitation the Site, Company’s Apps, and third party Apps, including those hosted by Company or elsewhere, is purely for research, informational, and educational use only. The Services are not intended to diagnose an illness, condition, or disease, and are not a substitute for professional medical advice. You should always seek the advice of your physician or other health care provider with any questions you may have regarding diagnosis, cure, treatment, mitigation, or prevention of any disease or other medical condition or impairment or the status of your health. Company does not endorse, warrant or guarantee the effectiveness of any specific course of action, resources, tests, physician or other health care providers, drugs, biologics, medical devices or other products, procedures, opinions, or other information that may be mentioned on the Site. If Company provides you with information based on your Genetic Data and/or Phenotypic Information this information is intended only for informational purposes and discussion with your physician or other healthcare provider. Do not change your health behaviors solely on the basis of information from Company.  For most common diseases, the genes we know of are only responsible for a small fraction of the risk. Other predictors include unknown genes, environmental factors, or lifestyle choices. If your data indicate that you are not at elevated genetic risk for a particular disease or condition, you should not feel that you are protected. The opposite is also true; if your data indicate you are at an elevated genetic risk for a particular disease or condition, it does not mean you will definitively develop the disease or condition. In either case, if you have concerns or questions about what you learn through Company, you should contact your physician or other health care provider. Only a trained physician or other health care provider can assess your current state of health or disease, taking into account many factors, including in some cases your genetics as well as your current symptoms, if any. Reliance on any information provided by Company, Company employees, others appearing on our website at the invitation of Company, or other visitors to our website is solely at your own risk.

4.3. Laboratory Processing and Errors. Company is not a laboratory, nor does it perform genetic testing. Company has no control over the validity or accuracy of your genetic testing results and the related genetic data files that the lab produces. As this possibility is known in advance, users are not entitled to refunds when invalid or inaccurate genetic testing results occur.

4.4. Sharing Genetic Information. The Site allows you to share your Genetic Data files and any related outputs from Apps with other Users. Any such sharing that you undertake is solely in your discretion and at your own risk. You should be careful about sharing your Genetic Data with others. Currently, very few businesses or insurance companies request Genetic Data, but this could change in the future. While current state and federal law provide protection against discrimination by employers and health insurance companies the exact contours of such protection has not been clearly established. In addition, current federal and state law does not apply to life or disability insurance providers. You may want to consult a lawyer to understand the extent of legal protection of your Genetic Data before you share it with anybody. The Site also allows you to designate one or more of your Genetic Data files as an “Altruist File.” All Genetic Data in a designated Altruist File is deidentified and made available to other Users as part of Company’s “Altruist Database”. Your Genetic Data will never be shared with anyone or added to the Altruist Database unless you specifically provide permission for such sharing. Further, you always maintain the option to “unshare” your Genetic Data or remove it from the Altruist Database at any time. Please note that any Genetic Data shared prior to your decision to unshare your Genetic Data cannot be undone; however, following your decision to unshare your Genetic Data, no further Users or other persons will be allowed to view your Genetic Data.

5. Customer Accounts, Passwords, and Security. In consideration of your use of the Services, you agree to provide and regularly update, as applicable, true, accurate, current, and complete Registration Information. Upon registering an account, you will be prompted to create a password and account designation. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. If you allow third parties to access Company's website through your username and password, you will defend and indemnify Company and its affiliates against any liability, costs, or damages, including attorney fees, arising out of claims or suits by such third parties based upon or relating to such access and use. You agree to immediately notify Company of any unauthorized use of your password or account or any other breach of security, and to ensure that you sign out of your account at the end of each session. Company cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

 

6. User Representations and Acknowledgments. You represent and acknowledge the following:

6.1. You understand that information you learn from Company’s Services is not designed to independently diagnose, prevent, or treat any condition or disease or to ascertain the state of your health in the absence of medical and clinical information. You understand that the Company’s Services are intended for research, informational, and educational purposes only. You acknowledge that Company urges you to seek the advice of your physician or other health care provider if you have questions or concerns arising from your use of the Services.

6.2. You represent that you are eighteen (18) years of age or older.

6.3. You guarantee that any Genetic Data you provide is your Genetic Data, or that you are authorized to possess and provide such Genetic Data consistent with applicable law, including without limitation the Health Insurance Portability and Accountability Act of 1996, as amended and including its implementing regulations, the Genetic Information Nondiscrimination Act of 2008, as amended and including its implementing regulations, and any similar state statutes and regulations (collectively “Applicable Law”). If you are agreeing to these Terms of Use on behalf of another person, you are confirming that under Applicable Law you are legally authorized to possess such Genetic Data and to provide such Genetic Data to Company.

6.4. If you are a customer outside the U.S. uploading Genetic Data to Site, you confirm that this act is not subject to any export ban or restriction in the country in which you reside.

6.5. You agree that any Genetic Data you upload to Site and all resulting and related data may be transferred and/or processed outside the country in which you reside.

6.6. You warrant that you are not an insurance company or an employer attempting to obtain information about an insured person or an employee.

6.7. You are aware that some of the information you receive may provoke strong emotion.

6.8. You take responsibility for all possible consequences resulting from your sharing with others access to your Genetic Data and your Phenotypic Information.

6.9. You understand that all your Personal Information will be stored in Company databases and will be processed in accordance with the Company Privacy Policy.

6.10. You understand that by uploading any Genetic Data to the Site, having your Genetic Data processed, accessing your Genetic Data, providing Phenotypic Information, sharing your Genetic Data, or sharing Altruist Genetic Data, you acquire no rights Company or in any products or services created by Company. You specifically understand, agree, and acknowledge that you will not receive compensation for any research or commercial products that include or result from your Genetic Information, Phenotypic Information, or other Personal Information.

6.11. You agree that you have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations.

6.12. In case of breach of any one of these representations Company has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will defend and indemnify Company and its affiliates against any liability, costs, or damages arising out of the breach of the representation.

6.13. Company offers storage of Genetic Data files, which generally includes free storage regardless of file size or total files stored with respect to one account. However, Company reserves the right in the future, and you agree and acknowledge that Company has the right, to monitor file uploads to your Account, and that Company may in the future impose, in its sole discretion, limits regarding the size of such storage accounts. You agree to only upload files to Site that consist of files containing Genetic Data or for use in the processing of Genetic Data. You agree and acknowledge that Company is not a general data storage company, and shall not be responsible for the storage of files not containing Genetic Data or for use in the processing of Genetic Data. Company reserves the right, and you agree and acknowledge that Company has the right, to purge any data from the Site that does not include Genetic Data or data for use in the processing of Genetic Data. Company cannot guarantee the integrity of any file uploaded to Site, and recommends that all Users maintain back-ups of their files.

 

7. Company Use of Personal Information.

7.1. User Content. You grant Company an unrestricted license to use the User Content you post to any area if the Site accessible to other Users. By posting User Content on the Site or Service, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content. By posting, uploading, downloading, displaying, performing, transmitting, or otherwise distributing User Content to the Site, you are granting Company, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the Internet business of Company, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content.

7.2. Genetic Data; Phenotypic Information. Disclosure of individually identifiable Genetic Data and/or Phenotypic Information to third parties will not occur without explicit consent, unless required by law. Note that Company cannot control any further distribution of Genetic Data and/or Phenotypic Information that you share publicly with others. You acknowledge and agree that you are responsible for protecting and enforcing those rights and that Company has no obligation to do so on your behalf. You understand that you should not expect and you do not have a right to any financial benefit from Company as a result of having your Genetic Information processed; made available to you; or, as provided in our Privacy Statement, any applicable Consent Agreement, and these Terms of Service, shared with or included in De-Identified Genetic and Phenotypic Information shared with research partners, including commercial partners.

7.3. Waiver of Property Rights. As stated above, you understand that by providing any sample, having your Genetic Data processed, accessing your Genetic Data, or providing Phenotypic Information, you acquire no right or interest in any products or services that may be developed by Company or its collaborating partners. While you obtain no right or interest in any products or services that may be developed by Company or its collaborating partners, you do retain full ownership of your Genetic Data and may remove it from the Site at any time. However, you acknowledge and agree that any use of your Genetic Data prior to such removal cannot be undone and in no way grants you any right or interest in any products or services that may be developed by Company or its collaborating partners.

 

8. Use of Apps. Company creates and hosts various Apps on the Site. Some of these Apps are created directly by Company, and some are created by other developers and hosted on Company’s Site (collectively “Hosted Apps”). All Hosted Apps have been screened to ensure compliance with Company’s security standards and protocols. Company cannot guarantee that any App featuring or using Company technology that is not a Hosted App complies with Company’s security standards and protocols. All Users who use such non-Hosted Apps do so at their own risk and specifically waive any claim against Company related to the use of such non-Hosted Apps.

 

9. Use of Application Programming Interface. Company’s open application programming interface (“API”) allows software application developers (“App Developers”) to access the Site to utilize Company’s software application technology. All such access is secure and requires App Developers to specifically register with Company prior to their accessing the API and to comply with Company’s stringent security standards and protocols. Through the API, App Developers may utilize Company technology, such as Company’s Real-Time Personalization Technology, to develop their own mobile and web-based applications. App Developers interested in utilizing Company’s API shall be bound by and must comply with Company’s API Usage Agreement.

 

10. Altruist Data

10.1 Use of Altruist Data. Altruist Genetic Data and Phenotypic Information is Genetic Data and Phenotypic Information that may be provided by you or other Site users that is stripped of any and all individually identifying information, and is used to study human genetics and health in order to increase human knowledge. Mobile web applications and other technologies may also be created or implemented to interact with, analyze, or otherwise use Altruist Genetic Data and Phenotypic Information to advance human knowledge.  Altruist Genetic Data and Phenotypic Information is made available on the Site consistent with this Privacy Policy and the Site’s Terms of Use.  While Company takes every precaution to ensure its de-identification of Altruist Genetic Data and Phenotypic Information is thorough and irreversible, Company cannot guarantee that Altruist Genetic Data and Phenotypic Information cannot be used to identify you or other users due to rapidly changing technologies and other societal factors.  

10.2 Altruist Data De-identification Policy. You represent, warrant, and agree that with respect to any and all Altruist Genetic Data and Phenotypic Information made available to you through the Site, that you have no intention to and shall not attempt to, or actually, reverse the de-identification of any Altruist Genetic Data and Phenotypic Information.  You acknowledge and agree that if Company discovers that you are in violation of the foregoing sentence, you shall immediately have your user account cancelled, and further, you specifically agree to indemnify Company, and its successors, assignees, subsidiaries, owners, officers, directors, attorneys, and other agents, from any and all damages arising from or related to your actual or attempted reversal of the de-identification of Altruist Genetic Data and Phenotypic Information.

10.3 Altruist Data Designation and Removal Process. When you upload a genetic data file into your account on the Site you will have the option to choose for that file to be designated as an Altruist File. If you choose to designate a file as an Altruist File then the data in that file will be de-identified and added to the Altruist Database. The data contained in the Altruist Database is considered open data and is accessible to other users of the Site. While other users are not permitted to download entire data files from the Altruist Database, users can access and analyze that data. You have a right to remove any or all Altruist Genetic Data and Phenotypic Information you post to the Site including removing the designation of a file as being an Altruist File. At any time and for any reason you may decide to turn on or off the Altruist File designation for any file you uploaded to your account at the Site by signing into your account at the Site, navigating to the My Data Page and then sliding the toggle button that is located to the left of the filename.  You may turn off a file's Altruist designation by sliding the toggle button so that the red color is visible. You may designate a file as being an Altruist file by sliding the toggle button so that the green color is visible.  If you turn off the Altruist Designation for one or more uploaded files then the data in the file(s) will be removed from the Altruist Database within one (1) day. You may also remove any and all Altruist Genetic Data and Phenotypic Information you post to the site by providing notice, including your name, email address and specific files or content, including the url where the content appears, to be removed, to the email address listed in Article 27 below.  Please note that due to security needs to protect the de-identification of your information, removal requests received by email may take up to thirty (30) days to process from the date you receive email confirmation of the pending removal. Further, any of your Altruist Genetic Data and Phenotypic Information that has been accessed and utilized prior to either turning off the Altruist Designation for a file or receiving and processing your request to remove this information from the Site cannot be reversed or undone.

 

11. Use of Software. Company may make certain software available to you from the Site. If you download software from the Site, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, “Software”) are deemed to be licensed to you by Company, for your personal, noncommercial, home use only. Company does not transfer either the title or the intellectual property rights to the Software, and Company retains full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form. All trademarks and logos are owned by Company or its licensors, and you may not copy or use them in any manner.

 

12. Compliance with Intellectual Property Laws. When accessing the Site or using the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service and the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your Company account. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.

 

13. Hyperlinks. The Service provides, and third parties may provide, links to other sites and resources on the Internet. Because Company has no control over such sites and resources, you acknowledge and agree that Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such hyperlinked site or resource.

 

14. Copyright Infringement. Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. Company has adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of Company or of a third party, or otherwise violated any intellectual property laws or regulations. Company’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit, or disable the material in question, you must provide Company with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; (d) information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (g) your notarized signature attesting to the above. For this notification to be effective, you must provide it to Company’s designated agent by emailing [email protected]

 

15. No Unlawful or Inappropriate Uses of the Services. As a condition of your use of the Services, you warrant to Company that you will not use the Services for any purpose that is unlawful or prohibited by these Terms of Use or Company’s Privacy Policy. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. Furthermore you agree not to use the Services to: (1) upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive; (2) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (3) "stalk" or otherwise harass another; (4) upload, post, email, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships; (5) use any information received through the Services to attempt to identify other customers, to contact other customers, or for any forensic use; (6) download any file posted by another user of the Service that you know, or reasonably should know, cannot legally be distributed in such manner; (7) upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights ("Rights") of Company or any other party; (8) harm minors in any way; (9) advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages; (10) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose and only to the extent such content is authorized by law; (11) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (12) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site, unless explicitly permitted by Company; (13) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of Company’s website; (14) attempt to or actually override any security component of Company web services; (15) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; (16) violate these Terms of Service, any code of conduct or other guidelines which may be applicable for any particular area of the Service or have been communicated to you by anyone affiliated with Company; or (17) intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law. If you violate the terms of this Section and/or Company has a reasonable ground to suspect that you have violated the terms of this Section, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

 

16. Alleged Violations. Company reserves the right to terminate your use of the Service and/or the Site. To ensure that Company provides a high quality experience for you and for other users of the Site and the Service, you agree that Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Company reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if Company believes that you have violated any of the Terms of Use, furnished Company with false or misleading information, or interfered with use of the Site or the Service by others.

 

17. Disclaimer of Warranties. COMPANY HEREBY DISCLAIMS ALL WARRANTIES. COMPANY IS MAKING THE SITE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY MAKES NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE INFORMATION, INCLUDING BUT NOT LIMTED TO INFORMAITON OR RESULTS PROVIDED THROUGH THE SITE, ANY APPS, OR COMPANY’S APPLICATION PROGRAMMING INTERFACE (AS DISCUSSED IN SECTION 9 OF COMPANY’S PRIVACY POLICY) THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE. YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. COMPANY DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.

 

18. Limitation of Liability. WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN THROUGH OR FROM THE SERVICES, (c) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (d) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (e) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; or (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.

 

19. Indemnity. You agree to indemnify Company for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the Site, your violation of these Terms of Use, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Company will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
 

20. Governing Law. These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of Nevada, without reference to their rules regarding conflicts of law.

 

21. Jurisdiction. Judicial Arbitration and Mediation Service, Inc. (“JAMS”), will have worldwide, exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.  In no case shall any dispute, whether arising in the United States of America or anywhere else in the world, or whether arising between Company and persons domiciled in in the United States of America or domiciled anywhere else in the world, be decided by any court, tribunal, arbitrator, mediator, or other judicial body other than JAMS.

 

22. Severability; Waiver. If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

 

23. No License. Nothing contained on the Site or in the course of provision of the Services should be understood as granting you a license to use any of the trademarks, service marks, logos, or other intellectual property owned by Company or by any third party.

 

24. Modifications. Company may, in its sole discretion and without prior notice, (a) revise these Terms of Use; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time. Company shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision.

 

25. Arbitration. Upon the request of either party, any controversy or claim (whether such claim sounds in contract, tort or otherwise) arising out of or relating to this Terms of Use, or breach thereof, shall be settled by binding arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be selected from JAMS and the arbitration shall be conducted in accordance with JAMS’ current rules for streamlined arbitration. The venue for such arbitration shall be in Clark County, Nevada. Notwithstanding any other provision of this Agreement, in the case of a dispute involving a claim for equitable relief, a court with equitable jurisdiction may grant temporary restraining orders and preliminary injunctions to preserve the status quo existing before the events that are the subject of the dispute. Any final equitable or other relief shall be ordered in the arbitration proceeding. Each Party shall pay an equal share of the fees and expenses of any arbitrator and any administrative fees of JAMS. Each Party shall the fees of expenses of its own attorney(s) and witnesses.

 

26. Assignment. You may not assign or delegate any rights or obligations under these Terms of Use, the Privacy Policy, or an applicable Consent Agreements (collectively, “Agreements”). Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreements, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Company for any third party that assumes our rights and obligations under these Agreements.

 

27. Notice. Notices to you may be made via either email or regular mail. Company may also provide notices of changes to the Terms of Use or other matters by displaying notices or links to notices to you generally on or through the Services. Notices to Company must be emailed to us at [email protected]

 

28. Termination. The Terms of Use will continue to apply until terminated by either you or Company as set out in this Section. If you want to terminate your legal agreement with Company, you may do so by notifying Company at any time in writing, which will entail closing your accounts for all of the Services that you use. Your notice should be sent, via email, to Company's email address for notices, which is set out above. When you provide notice, Company will send you an email asking you to confirm your request, and your notice will be effective following receipt of a second email confirmation from you. Company may at any time, terminate its legal agreement with you (and in conjunction therewith, your password and account(s)) if: (1) you have breached any provision of the Terms of Service; (2) Company is required to do so by law; (3) Company is transitioning to no longer providing the Services to users in the country or state in which you reside or from which you use the Services; or (4) the provision of the Services to you by Company is, in Company's opinion, no longer commercially viable. You acknowledge and agree that Company shall not be liable to you or any third party for any termination of your access to the Services.