Last updated: August 4, 2017

General Terms of Service

Effective Date: June 2017

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE

Agendia, Inc., on behalf of itself and its Affiliates, (collectively, “Agendia”), provides you access to the Agendia websites, available at entry point URL www.agendia.com (the “Site”), and to the information, content, services, and other materials available on and through the Site, including the Agendia Provider Portal website (the “Provider Portal“), which are operated by Agendia and made available to you, subject to your compliance with the following terms and conditions (these “Terms of Service“), including the Online Privacy Policy available at http://www.agendia.com/privacy-policy/.  By using this website, you provide your acceptance of these Terms of Service.  If you do not agree to all of these Terms of Service, please exit this website.

1. Acceptance of Terms of Service

The content of this website is intended to be a general information resource in regard to the subject matter covered, and is provided solely on an “AS IS” and “AS AVAILABLE” basis as noted on this page.  Agendia is not engaged in rendering medical or other professional services or advice via this website, and the information provided is not intended to replace medical advice offered by a physician.  If you desire or need such services or advice, you should consult a professional healthcare provider.  You should not construe Agendia’s publication of this content as an endorsement by Agendia of the views expressed herein, or any warranty or guarantee of any strategy, recommendation, treatment, action, or application of medication or preparation made by the author of the content

These Terms of Service constitute a binding legal agreement between Agendia and you. By accessing and/or using the Site, you agree to be bound by these Terms of Service, whether you are a “Visitor” (which means that you simply browse the Site, including, without limitation, through a mobile or other wireless device, or otherwise use the Site without being registered) or you are a “Client” (which means that you have registered with Agendia for a Client account (a “Client Account”)).  The term “User” refers to you as a Visitor or a Client.  You are authorized to use the Site (regardless of whether your access or use is intended) only if you agree to abide by all applicable laws, rules and regulations and the terms of these Terms of Service (“Applicable Law”).  BY USING THIS SITE OR ANY OF THE WEB SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, AGREE THAT THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND AGENDIA, AND AGREE TO BE BOUND BY AND COMPLY WITH THEM.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, PLEASE DO NOT ACCESS OR OTHERWISE USE THIS SITE.

2. MODIFICATIONS OF TERMS OF SERVICE

Agendia reserves the right to change or modify these Terms of Service at any time at its sole discretion.  Any change or modification made by Agendia will be effective immediately upon being posted on the Site.  Your continued use of the website after any such change constitutes your acceptance of the new Terms of Service.  If you do not agree to any of these terms or any future Terms and Conditions, do not use or access (or continue to access) the website.    Changes can be viewed by clicking on the Terms of Service link on the Site, and we encourage you to do so, and to review these Terms of Service from time to time.

3. USE OF THE SITE

3.1    Age Restrictions.

By using the Site, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Site does not violate any Applicable Law.  Your profile may be deleted and your registration may be terminated without warning if we believe that you are under 18 years of age, or if we believe that you are under 18 years of age and you represent yourself as 18 or older.

3.2    No Medical Advice or Instructions.

The information presented on this Site is not intended to provide medical advice or to provide instructions on the use of our services, and should not be relied upon as the basis of any health care decision.  This information is not intended to replace informed medical advice from your qualified healthcare provider regarding any questions or concerns you may have about your health or about the potential beneficial uses and possible adverse effects of any healthcare service we offer.  If you are a patient or healthcare consumer, you should not use information found on this Site to replace a relationship with your physician or other healthcare professional and should not rely on that information as professional medical advice.  Always seek the advice of your physician or other qualified healthcare provider concerning questions you have regarding a medical condition, and before starting, stopping or modifying any treatment or medication.  In the case of a health emergency, seek immediate assistance from emergency personnel.  Never delay obtaining medical advice or disregard medical advice because of something you have or have not read on this Site.

3.3    Rules of Conduct.

Agendia hereby grants you a limited, revocable, non-exclusive right to access and use the Site as set forth in these Terms of Service.  The foregoing right is expressly conditioned upon your agreement to, and compliance with, and you hereby agree with the following: (a) you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Service, or any other purpose not reasonably intended by Agendia; (b) your use of the Site must be in compliance with all applicable laws, rules, and regulations; and (c) you will otherwise comply with these Terms of Service, including the rules of conduct in this Section.  You further agree not to use the Site:

  1. To abuse, harass, threaten, impersonate or intimidate other Users of the Site.
  2. To post or transmit, or cause to be posted or transmitted, any User Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive, profane or otherwise violates any law or right of any third party.
  3. For any illegal or unauthorized purpose.
  4. To post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain Client Account, User ID or any private or personally identifiable information from any other User of the Site.
  5. To create or submit unwanted email (e., spam) to any other Users of the Site or any URL.
  6. To submit stories or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops), or off-topic content.
  7. To advertise to, or solicit, any User of the Site to buy or sell any products or services.
  8. To use any information obtained from the Site in order to contact, advertise to, solicit or sell to any User without their prior explicit consent from Agendia.
  9. To sell or otherwise transfer your Client Account or User ID.
  10. To upload any User Content that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to or that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, software, data or information.
  11. To post content that you do not have the right to disclose under contractual confidentiality obligations or fiduciary duties.
  12. To solicit personal information from anyone under 18. or
  13. To publicly pose information that poses or create a privacy or security risk to any person.

In addition, as a condition to accessing the Site, you agree not to (a) reproduce, duplicate, copy, sell, resell or exploit any portion of the Site other than as expressly allowed under these Terms of Service; (b) use Agendia’s name, trademarks, server or other materials in connection with, or to transmit, any unsolicited communications or emails; (c) use any high-volume, automated or electronic means to access the Site (including without limitation, robots, spiders, scripts or web-scraping tools); (d) frame the Site, place pop-up windows over its pages or otherwise affect the display of its page; or (e) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site.

3.4    Interactions with Other Users.

You are solely responsible for your interactions with other Users of the Site.  Agendia reserves the right, but has no obligation, to monitor disputes between you and other users of the Site.  IF YOU HAVE A DISPUTE WITH ANY OTHER USER OF THE SITE, YOU RELEASE AGENDIA (AND ITS AGENTS, OFFICERS, PRINCIPALS AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.

4. Content

4.1    User Content.

The Site may allow you to participate in blogs, message boards, online forums and other functionality, and if any of the foregoing functionalities are enabled on the Site, you may have the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials (“post”) to Agendia and/or to or via the Site, including, without limitation, text, writings, photographs, graphics, comments, suggestions or personally

identifiable information or other material (collectively, “User Content”).  Agendia does not claim any ownership rights in the User Content.  You understand that all User Content available on the Site is the sole responsibility of the person from whom such User Content originated without Agendia incurring any third party obligations or liability arising of its exercise of the rights thereto granted herein by you.  Agendia retains the right to pre-screen, police, control, edit or monitor the User Content available on the Site and to remove any User Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content), or for no reason at all.  However, you acknowledge and agree that Agendia has no responsibility to, and may or may not, do the foregoing.  As such, Agendia does not warrant or otherwise guarantee the accuracy, integrity or quality of any User Content.  It is your responsibility to evaluate the User Content, and any other information, content, opinions and advice, available on the Site.  AGENDIA ASSUMES NO RESPONSIBILITY, AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS, OR APPROVALS, WITH REGARD TO USER CONTENT.  Under no circumstances will Agendia be liable for any loss or damage arising out of or relating in any way to any User Content, including, but not limited to: (a) any errors or omissions in any User Content; (b) any loss or damage of any kind incurred as a result of the use of or reliance on any User Content; (c) use or misuse by any Site user or third party of any User Content that you post in connection with your use of the Site, such as on the Forum (as described further below); or (d) your exposure to offensive, indecent or otherwise objectionable User Content via the Site.

4.2    Your Content.

You agree that you are solely responsible for any User Content that you provide to or otherwise distribute or publish on the Site (such User Content, “Your Content”).  By providing Your Content, you (i) grant to Agendia a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sub-licensable license to access, use, reproduce, display, store, publish, transmit, modify and distribute Your Content in connection with the operation of the Site, including the right to sub-license any of the foregoing rights to others; (ii) represent and warrant that you have the right to grant the foregoing license; and (iii) represent and warrant that Your Content is in compliance with these Terms of Service and all applicable laws, rules and regulations and does not violate the rights of any third party.  By providing Your Content, you also consent to the use of Your Content by other Users of this Site for its intended purpose(s), which include, without limitation, rights with respect to Content granted to you (and other Users who separately agree to these Terms of Service) under the terms of Section 6 (Intellectual Property Rights).

5. INTELLECTUAL PROPERTY RIGHTS

Except for Client Account information and User Content (including Your Content), all other content on the Site, including but not limited to information, documents, materials, code, images, text, layouts, arrangements, displays, trademarks, illustrations, audio and video clips, HTML and other mark-up languages and all scripts (collectively, “Content”), is owned by or licensed to Agendia and, in many cases, is protected by intellectual property rights under U.S., foreign and international law.  Agendia grants you a non-exclusive, non-transferable, non-sub-licensable limited right to access, use and display the Content pursuant to these Terms of Service and solely about your use of the Site or the Web Services.  All rights not expressly granted by these Terms of Service are reserved by Agendia and its licensors, and no license is granted hereunder by estoppel, implication or otherwise.  Without limiting the foregoing, except as expressly permitted in these Terms of Service, you may not copy, sell, display, reproduce, publish, modify, create derivative works from, transfer, distribute or commercially exploit in any manner the Content.  Agendia logos, trademarks and service marks which may appear on the Site, are the property of Agendia and are protected by law.  Except as expressly set forth herein, you may not use or display such logos, trademarks or service marks in any manner without Agendia’s prior written permission.  All other trademarks, service marks and logos used on this Site, with or without attribution, are the trademarks, service marks or logos of their respective owners.  All rights are reserved therein.

6. LINKS TO THIRD-PARTY SITES

This Site may contain links to web sites not owned or operated by Agendia (“Linked Sites”).  Agendia’s provision of such links is for your convenience only and does not create or imply any relationship or partnership between Agendia’s and the operator of such Linked Site.  Agendia does not author, edit, control or monitor any Linked Site.  You acknowledge and agree that Agendia has no responsibility for the information provided by any Linked Site and that Agendia does not control or endorse the sponsors of such Linked Sites or the information, content, advice, products or services presented on such Linked Sites.  Agendia may remove any links at any time for any reason or for no reason.  AT NO TIME WILL AGENDIA BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY LIABILITY ARISING FROM OR RELATED TO ANY LINKED SITE, INCLUDING WITHOUT LIMITATION (I) ANY TRANSACTIONS CONDUCTED WITH THIRD PARTIES ON LINKED SITES; (II) THE INFORMATION, CONTENT, ADVICE, PRODUCTS OR SERVICES AVAILABLE ON LINKED SITES AND (III) ANY DISPUTE ARISING OUT OF YOUR VISIT TO, OR USE OF, ANY LINKED SITE.  YOU HEREBY RELEASE Agendia (and its agents, officers, principals and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the foregoing.

7. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY

7.1    Disclaimer of Warranties.

You expressly agree that your use of the Site and all Content and Services available on the Site is at your sole risk and responsibility.  The Site, and all Content and Services available on the Site, are provided “AS IS” and “as available,” to the fullest extent permitted by law.  Agendia, its agents, officers, principals and employees disclaim all warranties of any kind, express, implied, statutory or otherwise, regarding the Site and the Content and Web Services available on the Site, including without limitation warranties of merchantability, fitness for a particular purpose and non-infringement.  Except as otherwise provided in these Terms of Service, Agendia makes no representations or warranties (i) that the functions of the Site will be uninterrupted or error-free; (ii) that defects in or on the Site will be corrected; (iii) that the Site, the server that makes it available, or the Content available on the Site are free of viruses, bugs or other harmful components; or (iv) that any Content available on the Site is accurate, reliable, complete, current or timely.  Agendia does not warrant or make any representations regarding use of the site or content or services available on the site, whether in terms of correctness, accuracy, reliability or otherwise.  You (and not Agendia) are solely responsible for all information contained in your client account and you assume the entire risk of any reliance on the site and all content and services available on the site.

7.2    Limitations of Liability.

UNDER NO CIRCUMSTANCES SHALL AGENDIA BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF AGENDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF THESE TERMS OF SERVICE OR RESULTING FROM ANY ASPECT OF YOUR USE OF THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SITE, FROM INABILITY TO USE THE SITE, YOUR RELIANCE ON ANY INFORMATION OR DATA PROVIDED THROUGH THE SITE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR ANY LINKED SITES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR THE SERVICE OR ANY LINKED SITES.  WITHOUT LIMITING THE FOREGOING, AGENDIA’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM YOUR USE OF THE SITE OR ANY CONTENT OR SERVICES AVAILABLE ON THE SITE SHALL NOT EXCEED TEN U.S. DOLLARS ($10).

7.3    Exclusions and Limitations.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities.  Accordingly, some of the above limitations and disclaimers may not apply to you.  To the extent that Agendia may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Agendia’s liability shall be the minimum permitted under such applicable law.

8. INDEMNITY

You agree to indemnify and hold Agendia, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and court costs, made by any third party due to or arising out of Your Content, your (or anyone accessing the Site using your User ID) use of the Site or your violation of these Terms of Service (including without limitation your breach of any of the representations and warranties herein) or your (or anyone accessing the Site using your User ID) violation of any rights of another.

9. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Agendia respects the intellectual property rights of others and requires users of the Site to do the same.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Agendia Legal the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the copyright owner; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where

the allegedly infringing material is located on the Site; (d) your address, telephone number and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are, or are authorized to operate on behalf of, the copyright owner.  Agendia Global Marketing Department for notice of claims of copyright infringement can be reached as follows:

By mail:
Agendia, Inc.
Global Marketing Department
22 Morgan
Irvine, CA 92618 USA

10. GENERAL INFORMATION

These Terms of Service constitute the entire agreement between you and Agendia with respect to your use of the Site, superseding any prior agreements between you and Agendia, provided that any additional Terms of Use or General Terms and Conditions that you accept and agree to in respect of any Agendia services or products that may be made available through this Site will also apply to you.  These Terms of Service and the relationship between you and Agendia shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Agendia agree to submit to the personal and exclusive jurisdiction of the courts located within Orange County, California.  The failure of Agendia to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.  If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.  The section titles in the Terms and Service are for convenience only and have no legal or contractual effect.  The Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Agendia without restriction. These Terms of Service is accepted upon your use of the Site and is further affirmed by you becoming a Client. Your agreement with Agendia with respect to use of this Site will always include these Terms of Service at a minimum.  These Terms of Service operate to the fullest extent permissible by law.  If any provision of these Terms of Service is unlawful, void or unenforceable, that provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions.