These Terms of Service (this “Agreement”) set out the terms on which Bioactify, LLC. (“Bioactify”, “we”, “us”, “our” and similar terms) will provide access to and use of certain services available on or through its Bioactify websites and/or mobile applications (collectively, the “Service”) to you, a user of the Service (“you”,“your”, “User” and similar terms). By using the Service, you are entering into a legally binding agreement with us, you represent that you are at least 18 years of age and that you are fully able and competent to enter into a binding agreement.
THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND BIOACTIFY. PLEASE READ THIS AGREEMENT CAREFULLY.
- Nature of the Service.
1.1. General. The Service allows Users to access certain information or other content (which may include data, text or other materials or content) related to Bioactify, a User’s genetic information, and other information. The Service may also permit Users to create, upload, store and/or transmit to the Service and to other Users certain information or other content (any information or content that you create, upload, store and or transmit, “Your Content”). “YOUR CONTENT” ONLY INCLUDES INFORMATION THAT YOU SHARE ON PUBLIC FORUMS ON OUR WEBSITES AND MOBILE APPLICATIONS. YOUR CONTENT THEREFORE WILL NOT INCLUDE YOUR GENETIC INFORMATION UNLESS YOU POST IT TO A PUBLIC FORUM ON ONE OF OUR WEBSITES OR MOBILE APPLICATIONS, IN WHICH CASE THE POSTED GENETIC INFORMATION WILL BE CONSIDERED YOUR CONTENT. Please refer to Section 6 of these Terms of Service to learn more about the ways in which Your Content may be used.
1.2. Medical and Clinical Services Disclaimer. BIOACTIFY’S GENETIC TESTS ARE NOT DIAGNOSTIC TESTS AND CANNOT PREDICT YOUR FUTURE HEALTH. WE DO NOT PROVIDE PROFESSIONAL MEDICAL OR CLINICAL SERVICES OR ADVICE. THE SERVICE DOES NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL OR CLINICAL ADVICE OR OPINION. USE OF THE SERVICE IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.
1.3. Children. The Service is not directed to users under the age of 13. The Service does not knowingly collect personal information from children under the age of 13. If you are under the age of 13, you are not permitted to register as a User or to send personal information to Bioactify.
If you are submitting a cheek swab for genetic testing, you represent that the cheek swab is of your genetic material. If you are using the Service on behalf of a minor or other person for whom you may act with legal authority, you confirm that you have the authority to do so, and that any sample submitted for genetic testing will be a sample of that person. If you are using the Service on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “User” and “you” will include both you, the individual user, and such organization. You represent that you are not an insurance company, government or employer attempting to obtain genetic information about a person(s), unless pursuant to a separate, written agreement between us and you. If you do not agree to these terms and conditions, are under the age of 18, or otherwise lack the ability to enter into a binding agreement, you must not use the Service.
- No Doctor-Patient Relationship.The Service, including without limitation genetic assessments, is provided for informational purposes only. Bioactify is not a healthcare provider, and Bioactify does not provide medical services or render medical advice. Nothing contained in the Service should be construed as such advice or as a diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available on or through the Service should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. YOUR USE OF THE SERVICE DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND BIOACTIFY.
You acknowledge and agree that Bioactify does not provide any medical care or clinical services. You should not change your health behaviors solely on the basis of information from Bioactify. Make sure to discuss the results of your genetic assessments with a physician or other health care provider before you act upon the information resulting from the Service. The genes included in genetic assessments are only a small fraction of the genes in your body. There may be unknown genes, environmental factors, and/or lifestyle choices that are far more important. If you have concerns or questions about what you learn through the Service, you should contact your physician or other health care provider.
You are urged and advised to seek the advice of a physician or a health care provider with any questions you may have regarding your health before beginning any fitness or weight loss effort regimen, physical activities, skin care, or any other plans that may be referenced, discussed or offered under the Service. If you are being treated for an illness, taking prescription medication or following a therapeutic diet to treat a disease or condition, it is urged that you consult with your physician before using the Service. You represent to us (which representation shall be deemed to be made each time you use the Service), that you are not using the Service or participating in any of the activities offered by the Service for purpose of seeking medical attention or treatment. You further agree that, before using the Service, you shall consult your physician or a health care provider, particularly if you are at risk for problems resulting from exercise or changes in your diet. If any information you receive or obtain from using the Service that is inconsistent with the medical advice from your physician or health care provider, you should follow the advice of your physician or health care provider.
- In order to use certain parts of the Service, you may be required to provide us with such information as your first name, last name, email address, physical address and telephone number, create a username and password and register with us. We may also request additional information from you.To the extent you are using the Service on behalf of an organization or another person who you are authorized to represent, you may need to provide us with additional information in order to confirm, or permit us to confirm, any relationship between you and such organization or person. You represent and warrant to us that you will provide us with accurate, current and complete registration information. You are responsible for your registration, and for all use of the Service using any User credentials or passwords issued to you or chosen by you. You will keep all such credentials and passwords confidential.
- Payment Methods, Fees and Orders.
5.1 Payment Methods. For online purchases from an Bioactify web property, the Shopify Payments card processing service supports any U.S.-issued card and most non-U.S. issued cards with a Payment Network logo, including credit, debit, pre-paid, or gift cards. Shopify will only process card transactions that have been authorized by the applicable Payment Network or card issuer. You are solely responsible for verifying the identity of users and of the eligibility of a presented payment card used to purchase Bioactify’s products and services, and neither Shopify nor Bioactify guarantees or assumes any liability for transactions authorized and completed which may later be reversed or charged back. You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Shopify may add or remove one or more types of cards as a supported payment card any time without prior notice to you.
5.2 Fees and Orders. The Service, or certain features of the Service, may be available only if certain subscription fees or other fees (collectively, “Fees”) are paid by you, or for your benefit (e.g., we may permit a third party to pay certain Fees for your benefit). You will provide us with accurate and valid credit card or other payment information and update your credit card or other payment information in the event any information provided becomes invalid or incomplete. If any charge is rejected by our bank or payment providers, you are still liable to pay the Fees. We retain the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by law (if lower). You will also be responsible for our reasonable costs of collection, including attorney’s fees, if we deem it necessary to take any legal or administrative action to collect unpaid Fees. We reserve the right to accept, refuse or cancel any orders placed through the Service, without liability or justification. We will refund you in the event that your order was cancelled by us after your credit card or other payment method has been charged.
- Your Content. You retain your rights in Your Content (as defined in Section 1.1 above), subject to the rights granted below and our rights in Our Property (as defined below). You hereby grant and agree to grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, transferable right and license, with the right to sublicense through multiple tiers, to copy, edit, modify, adapt, publish, transmit, distribute, prepare derivative works of, perform, display, use, and otherwise exploit in any manner, Your Content in connection with operation and promotion of the Service and any other purposes related to the Service or our business (including without limitation making Your Content available to other organizations and persons). To any extent necessary or appropriate to effect or support the license granted by you above, you hereby waive and agree to waive (or if not waivable, agree not to assert) any rights of privacy or publicity, or any moral rights or other similar rights, with respect to Your Content. You understand and agree that you will not be paid or entitled to receive any compensation for Your Content, either now or in the future, including without limitation to the extent that Bioactify or other parties use Your Content, receive compensation from third parties for Your Content, or develop and sell products based on Your Content. OTHER USERS AND/OR THIRD PARTIES WILL HAVE ACCESS TO PUBLIC FORUMS ON OUR WEBSITES AND MOBILE APPLICATIONS TO WHICH YOU MAY POST YOUR CONTENT. IF YOU DO NOT WISH YOUR GENETIC DATA TO BE SHARED WITH OTHER USERS OR WITH THIRD PARTIES ON BIOACTIFY WEBSITES AND MOBILE APPLICATIONS, PLEASE DO NOT POST IT TO THESE FORUMS, AS IT WILL BE CONSIDERED YOUR CONTENT, AND WE WILL HAVE THE RIGHTS TO USE THIS DATA DESCRIBED ABOVE.
You also hereby grant and agree to grant a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up right and license to access, copy and use any of Your Content that you transmit to any User or third party, with respect to the content that you transmit to them. You also hereby grant and agree to grant a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up right and license to access, copy and use to Users with respect to any of Your Content which you post within any public forum or similar area of the Service that is available to Users generally.
We do not control what Users and other third parties who gain access to Your Content may do with Your Content, and will not enforce any rights that you may have related to Your Content. Responsibility for the enforcement of any such rights will be yours alone. You agree that we are not responsible for any use or disclosure of Your Content by other Users or any third parties who gain access to it through the Service (which may include unintended activities by third parties, such as by hackers).
You represent and warrant that you have the full authority and right to create, upload, store and/or transmit Your Content, and to grant the licenses and rights you have granted in this Agreement, and that your creation, uploading, storage and/or transmission of Your Content, and the exercise by us and other Users of the licenses and rights granted by you herein, shall not infringe any third party intellectual property or proprietary rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law, nor otherwise violate any other right, privilege or interest of any third party.
You must not (a) create, upload or transmit Your Content if you do not have the right to do so; (b) create, upload or transmit Your Content or use the Service in any way that would violate any law or the rights of any person; (c) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any of Your Content; (d) except as otherwise expressly permitted by this Agreement, harvest or otherwise collect information about others from the Service; (e) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Service (or other accounts, networks or services connected thereto); (f) use manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any of the Service or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Service, including any of Our Property; (g) distribute or otherwise make available any information or other content obtained through the Service to any third party, except as expressly permitted herein; (h) otherwise interfere in any manner with the use or operation of the Service; or (i) use the Service in the development, directly or indirectly, of any product, software or service that offers any functionality similar to, or competitive with, the Service.
Your Content must not: (i) be libelous, vulgar, defamatory, threatening, abusive, scandalous, obscene, pornographic or unlawful or encourage a criminal offense; (ii) contain material from other copyrighted works without the written consent of the owner of such copyrighted material; (iii) infringe any copyright or violate any property rights, rights of privacy or publicity, or any other rights of any third party; (iv) contain any software viruses, malware, spyware or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; or (v) except as otherwise expressly permitted by us in writing, contain any advertising, promotional, solicitation or other commercial material.
We reserve the right (but are under no obligation) to investigate any claim that Your Content or use of the Service does not conform to the terms and conditions of this Agreement, and to remove Your Content from the Service or terminate your account for breach of this Agreement.
We do not control content posted by Users, and we are not responsible for the content, accuracy, reliability, authenticity or completeness of such content. In reviewing content posted by other Users, you may be exposed to material that you find offensive or otherwise objectionable. By using the Service, you acknowledge and agree that we will not be liable to you in any way for content posted by other Users to which you are exposed, or for your reliance upon or use of any content posted by another User. You understand that we are under no obligation to edit or control content posted by other Users, although we reserve the right to review, and take certain actions with respect to, content posted by Users, including content that you post, in accordance with this Agreement, including the Privacy Policies (as defined below), and as may be required by applicable law.
On termination of your account, or this Agreement, we have no obligation to return any of Your Content to you, so you should retain copies of all of Your Content.
- Our Ownership Rights.The Service, including all aspects of the Bioactify websites and mobile applications, including without limitation all the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from us to you) via, the Service (collectively, “Our Property”) are the property of, and owned by, Bioactify and its affiliates, licensors, successors and assigns. For clarity, any formats, templates, methodologies, rules, algorithms and software used to create Your Content are Our Property. Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, distribution, redistribution, commercialization, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited. You acknowledge and agree that Our Property has been created, compiled, developed and maintained by us, our affiliates, licensors, successors and assigns, as applicable, at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which monetary damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement of demonstrating damages or posting bond. You may be subject to criminal or civil penalties for violation of this paragraph.
The marks BIOACTIFY and LIFEPROFILE, and any associated logos, are our registered or unregistered trademarks or service marks. You may not use them, or any of our other marks or logos, in any manner, including without limitation any use that is likely to cause confusion or that disparages or discredits us, without our consent. The Service may also feature the trademarks, service marks and logos of third parties, and each owner thereof retains all rights in and to such marks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.
Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right and license to access and use Our Property solely to the extent necessary for you to use the Service for the Specified Purpose, as permitted by this Agreement. We reserve all other rights.
- If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Service (collectively “Feedback“), the Feedback will be the sole property of Bioactify. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.
- Warranty Exclusions and Limitations of Liability. THE SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS, AND YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii) THAT THE SERVICE OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION PROVIDED BY OR OBTAINED FROM THE SERVICE OR OUR PROPERTY. WE MAY PAUSE OR INTERRUPT THE SERVICE AT ANY TIME, AND YOU SHOULD EXPECT PERIODIC DOWNTIME FOR UPDATES TO THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY OTHER WARRANTY.
UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR OUR PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO US FOR THE SERVICE IN THE PRIOR 12-MONTH PERIOD (OR, IF YOU ARE A NON-PAYING USER, TO THE AMOUNT OF $10).
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
- Cloud Services; Storage and Availability of Your Content. Without limitation of the disclaimers and limitations of liability set forth in Section 9, you acknowledge and agree as follows: (a) we provide the Service using cloud computing services of one or more third party cloud providers (collectively, the “Cloud Providers”); (b) the price at which we could afford to offer the Service would vary if we provided the Service other than using such cloud services; and (c) we shall not be responsible or liable to you for any act, omission or failure of any Cloud Provider, or for any damage or destruction of, or unauthorized access to, the servers of those Cloud Providers on which Your Content or your genetic and other information is stored. You further acknowledge and agree that we have no obligation to store Your Content for any period of time, and that we may limit the duration during which we will provide such storage, and the maximum amount of data that we will store for Users. We may also limit the frequency or duration of a User’s use of the Services.
- Third Party Services and Resources.To the extent that the Service offers you the ability to communicate with third parties regarding their products or services, any communications or dealings with such third parties will be solely between you and such third parties, on the terms and conditions on which you agree, and we will not have any liability to you in respect of any damages that you may incur as a result of such dealings.
- You agree to indemnify us, our affiliates and our respective subsidiaries, offices, directors, partners, employees, licensors, providers, agents, successors and assigns against any and all claims, demands, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees (“Liabilities”) arising out of or related to your breach of this Agreement or your use of the Service, including without limitation any Liabilities arising out of or related to Your Content (but excluding any Liabilities to the extent caused by our gross negligence or willful misconduct related to providing the Services to you). We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us. You will cooperate with us with respect to such defense and settlement.
Without limitation of the foregoing, if we receive a subpoena or similar requirement to disclose Your Content issued by any court or governmental authority, and we are not a party to the proceeding in question, you will reimburse us for our reasonable costs and expenses of complying with such subpoena, including time spent by our personnel and our attorneys at time and materials rates.
- Our Privacy Policies. We operate the Service under the Privacy Policies published at the links set forth below, which are hereby incorporated into and made a part of this Agreement (collectively, the “Privacy Policies):
- Digital Millennium Copyright Act. We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material hosted by the Service you may contact our Designated Agent at the following address:
3267 Ferncliff Lane
Atlanta, GA 30324
- Intellectual Property Infringement. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Service; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or applicable law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
- Counter Notices.If material that you have posted to the Service has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. 512(g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following: (i) a physical or electronic signature of the subscriber; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Bioactify may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.
- Repeat Infringers.It is our policy to terminate in appropriate circumstances the accounts of Users that are repeat infringers or repeatedly violate these Terms of Service.
- Suspension and Termination.You may at any time close your account and cease to use the Service. We reserve the right to suspend your account and/or access to the Service at any time if we believe you are in breach of this Agreement. We reserve the right to terminate or to cease to offer the Service at any time on written notice to you (including by email to registered Users or posting on our website or mobile applications), for any reason or no reason.
If your account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Service, (c) that the license and rights provided by us under this Agreement shall end at such time, (d) that we reserve the right (but have no obligation) to delete all of Your Content and that we may retain Your Content indefinitely, and (e) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Service or for termination of access to your account.
- Any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.
- Modification of Service and Agreement.We reserve the right to modify the Service at any time, without notice to you. We may also from time to time amend this Agreement prospectively. If we do so, we will notify you by email (for registered Users) at your last known email address on file and posting on our website or mobile applications. It is your responsibility to update your email address so that we have a current email address for you at all times. Notice will be deemed given to you if we use your last email address on file, even if you do not receive such email. You agree that your continued use of the Service constitutes your agreement to the amended Agreement. If you do not agree to any amended Agreement that we publish, you must terminate your account and cease using the Service. Except as set forth above, this Agreement may be amended or modified only by an express writing signed by Bioactify
You understand and agree that, notwithstanding anything in this Agreement to the contrary, we may automatically download and install updates to the software that you use to access the Service without notice to you.
- Applicable Law.All disputes or other matters arising from or relating to this Agreement, or the use or operation of the Service, will be governed by the substantive laws of The State of Georgia, U.S.A., without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law. Any action or proceeding by you relating to any claim arising from or relating to the Service or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued. The United Nations Convention for the International Sale of Goods is hereby disclaimed and shall not apply to this Agreement or to the Service.
- If a matter arises that cannot be resolved promptly between you and us, you agree that any disputes arising out of or relating to the Service or this Agreement (including without limitation the validity and scope of the agreement to arbitrate and any disputes with other Users of the Service) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see org). You agree that the arbitration shall be held in Atlanta, Georgia. You further agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. This provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets.
You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis. You further agree that no claims of other parties may be consolidated with your or our claims in the arbitration without both your and our consent. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE HEREBY WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US.
- Force Majeure.In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control. Without limitation of the foregoing, we will not be liable for any damages or other relief arising from or related to the acts of hackers or similar bad actors interfering with the Service or using or disclosing any of Your Content.
- Compliance with Laws.You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including without limitation United States export control laws, regulations and executive orders.
- We are based in the United States. We make no claims, representations or warranties that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws. You represent that you will not violate any export laws or other restrictions of the jurisdiction in which you reside by (i) ordering our products, (ii) using the Services, or (iii) sending us a cheek swab for purposes of genetic testing. We will not have any liability to Users accessing the Service from outside of the United States to the extent that the Users incurs any losses as a result of the Service’s noncompliance with applicable law in the foreign jurisdiction from which the Service is accessed, and you will indemnify us from and against any liability associated with such noncompliance.
- Miscellaneous Provisions.No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. No waiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business or assets, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. As used herein and unless the intent is expressly set forth in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement. You agree that email to your email address on record will constitute formal notice under this Agreement. There shall be no third party beneficiaries to this Agreement.
Version: February, 2020