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TERMS OF USE AGREEMENT

Last updated April 16, 2021

 

This CancerIQ User Agreement (“Agreement”) is a legally binding agreement between you and CancerIQ, Inc. (“CancerIQ,” “we,” “us”, "the company") governing your use of one the proprietary CancerIQ website, located at navigator.canceriq.com, specialist.canceriq.com, manager.canceriq.com, analytics.canceriq.com, my.canceriq.com, canceriq.com and app.canceriq.com (collectively, the “Website”). Please read all information contained in this Agreement and other information available on the Website. By using the Website, you assume the risks associated with its use.

CancerIQ is a tool to help individuals to understand and manage risk for certain genetic and hereditary cancers. Information you enter on the Website, along with other information in the Website helps CancerIQ and healthcare professionals involved in your treatment to better understand and manage your risk. In order to provide you with the Website, information gathered through your use of the Website may be shared with other third parties connected to your healthcare and treatment as allowed by applicable law including physicians and health care providers.

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE WEBSITE.
  1.         By indicating your acceptance and registering for an account on the Website, YOU INDICATE YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree with the terms and conditions of this Agreement, decline where instructed and you will not receive access to or use of the Website that requires user login.

  2.        We grant you a nonexclusive, nontransferable license to access and use the Website pursuant to the terms of this Agreement. You may only use the Website for your own personal use. The Website are proprietary to CancerIQ. You acquire no right to the Website or to the information and data contained in or produced by the Website, except for the right to use such information and data solely for your own personal purposes, in accordance with this Agreement. You may not sublicense, assign or transfer this license, the Website, or the data and output produced by the Website to any third party. This license shall terminate immediately upon termination, for any reason, or expiration of this Agreement or the agreement between us and the third party through which you receive the Website and all rights and licenses granted under this Agreement shall revert to CancerIQ. If you are receiving access to the Website through a third party, then there may be additional terms and conditions relating to your use of the Website.

  3.        User Account. To utilize the Website, you must register for a user account. You will create a user ID and password which will allow you to access the Website. You agree to take all reasonable efforts to prevent the unauthorized use or disclosure of your user ID and password to protect the Website from improper access. Your user ID and password are personal to you only. You are responsible for anyone who you provide access to your user ID or password. If you believe your user ID or password have been compromised, notify us as soon as possible. If you fail to do so, we are not responsible for any damages you sustain as a result of any unauthorized access to or use of the Website. You may be responsible for damages we sustain as a result of unauthorized access to the Website.

  4.        User Support & Communication. By registering for a user account, you agree that CancerIQ’s staff and the healthcare provider that arrange for your use of the Website, may contact you to assist you with the Website and to obtain updates on your health status and to ask your feedback on the Website. You agree that CancerIQ may contact you (using the information you provided at registration) via email, telephone, cell phone, and SMS/text messages.

  5.        Not Medical Advice. The Website is intended to gather your personal health-related information you enter on the Website and to help you manage your health. The materials provided on the Website are for informational purposes only and are not a substitute for professional medical advice or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of something you have read on the Website. While you may decide to authorize others, including healthcare providers, to access the information stored in your user account is not intended to be and should not be used for diagnosis or treatment. The information in your user account may not always be accurate or up to date and should be viewed by you and your health care providers as informational only. If you think you may have a medical emergency, call your doctor or 911 immediately. CancerIQ does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Website. Reliance on any information provided by CancerIQ, by persons appearing on the Website at the invitation of CancerIQ, or by other members is solely at your own risk.

  6.        By providing User Content, defined below, you represent that you own or have the necessary permission to use and authorize the use of User Content as described herein. You agree that any User Content you enter into the Website is specific to you and not entered on behalf of another person. You may not imply that User Content is in any way sponsored or endorsed by CancerIQ. By providing User Content, you grant us a worldwide, royalty-free, non-exclusive, and fully sub-licensable (through multiple tiers) right to use, reproduce, modify, adapt, publish, translate, create derivate works from, distribute, perform, and display the User Content (in whole or in part) and/or to incorporate such User Content into other works in any form, media, or technology now known or later developed for the purposes of providing the Website (e.g., processing data you enter and supplying corresponding output data to you). You understand that the technical processing and transmission of User Content may involve (a) transmission over various networks and (b) changes to conform or adapt to technical requirements of connecting networks or devices. You are entirely responsible for all User Content. Accordingly, we do not control any User Content and, as such, do not guarantee the accuracy, integrity, or quality of any User Content and is not liable for any errors or omissions in any User Content or for any loss or damage of any kind incurred as a result of the use of any User Content. “User Content” means text, emoticons, images, photos, audio, video, location data, and all forms of data, information or communication, including PHI and PII, that you submit or transmit to, through, or in connection with the Website.

  7.         We may, but need not, issue Website updates, patches and fixes (collectively, “Updates”). If and when we issue Updates, we may, but are not required to, make such Updates available to you. The Updates shall be governed by the terms of this Agreement. We may also determine from time to time, in our discretion, that in order to provide you with new Updates, you will need to review this Agreement (as such may be amended by us in our discretion) again and accept it again, before you are permitted to access, use, download and/or install any such Updates. If we have conditioned your continued use of the Website upon your acceptance of any Updates that we provide, your license to use the Website terminates on the day you refuse to accept the Updates by refusing to click on the “I ACCEPT” button.

  8.         For the purposes of this program,, we may, depending on the nature of our relationship with other entities, be a “Business Associate,” as defined by HIPAA (the federal Health Insurance Portability and Accountability act), and have certain federal, state and contractual restrictions as to how we can use your “protected health information” (PHI). Additionally, we are required by federal and state data protection laws to protect the confidentiality of your Personally Identifiable Information (PII). Your PHI and PII include, but are not limited to, your name, address, email address, telephone number(s), date of birth, race, sex, type of diseases or cancers, current medications, medication schedule, disease symptoms, disease triggers, family history and your general medical history. When acting as a Business Associate, we may use or disclose your PHI and PII for any lawful purpose. In addition, as part of providing you the Website, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Website and your CancerIQ user account, which you may not be able to opt-out from receiving. We may access or disclose information about you, your user account and/or the content of your communications, in order to: (1) comply with the law or legal process served on us; (2) enforce and investigate potential violations of this Agreement; including use of the Website to participate in, or facilitate, activities that violate the law; or (3) protect the rights, property, or safety of CancerIQ, its employees, its customers or the public. In order to provide the Website to you, we need to share your User Data with third parties involved or connected to your healthcare and treatment CancerIQ has no responsibility for access, use or disclosure of your data by these third parties.

  9.        Use of De-Identified Data. CancerIQ may use your PHI and PII to create aggregated health information and de-identified data for any lawful purpose, such as the improvement of our products and services. We remove personally identifiable information that can reasonably be used to identify you prior to sharing information with these third parties.

  10.        Availability of Third-Party Services. As part of the functionality of the Website, we may display to certain user types the availability of select third-party products and services and related information about third parties, including advertisements. Such third parties may include genetic lab testing and processing companies that integrate with the Website in order to simplify user workflow. Any reference or presentation of information regarding third parties on the Website does not constitute or imply an endorsement or recommendation of any third parties and we do not warrant any products or services provided by any third parties. Any views expressed by third parties on the Website are solely the views of such third party and we do not assume any responsibility or liability for the accuracy or veracity of any statements made by any third party.

  11.        Termination for Breach. CancerIQ may terminate your access to the Website at any time if we reasonably believe, in our sole discretion, that you are in violation of this Agreement. This Agreement shall terminate immediately if you fail to comply with any provision of this Agreement. This Agreement will terminate immediately upon the termination or expiration of the agreement between CancerIQ and the third party through which you receive the Website or, for those individuals who access the Website independently, upon your termination of your user account.

  12.        NO WARRANTY. Though we want to provide you with a great service, your access to and use of the Website is at your own risk. You understand and agree that the Website are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing and to the maximum extent permitted by law, CANCERIQ DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Website or any content thereon. We will not be responsible or liable for any harm to your computer system or mobile device, loss of data, or other harm that results from your access to or use of the Website. You also agree that CancerIQ has no responsibility or liability for the deletion of, or the failure to store or to transmit, any information or data and other communications maintained by the Website. We make no warranty that the Website will meet your requirements or be available on an uninterrupted, secure, or error free basis. No advice or information, whether oral or written, obtained from CancerIQ or through our Website, will create any warranty not expressly made herein. THIS DISCLAIMER OF WARRANTIES MAY NOT BE ALLOWED IN CERTAIN JURISDICTIONS, SO THE PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU.

  13.        We are not responsible or liable for any actions taken by you as a result of your use of our Website or Website. You hereby agree to defend, indemnify and hold CancerIQ, its officers, directors, employees, owners, successors and assigns harmless against all losses, damages or expenses of whatever form or nature, including actual attorneys’ fees and other costs of legal defense, whether direct or indirect, which they, or any of them, may sustain or incur as a result of your act or omission including, but not limited to, (i) your breach of any of the provisions of this Agreement, (ii) your negligence or other tortious conduct or (iii) your use of the Website.

  14.        Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CANCERIQ, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE WEBSITE; (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, AND (v) any damage to equipment CAUSED BY THE WEBSITE and any cost of recovering lost data or of reprogramming WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, PERSONAL INJURY OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CANCERIQ HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT THE AVAILABILITY OF SUCH LIMITATION OF LIABILITY, IN WHICH CASE THE PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU.

  15.        Copyright and Restrictions on Use. You acknowledge that the Website, the process and technologies included therein, as well as any other information or materials made available to you by us through the Website are valuable assets, trade secrets, and/or copyrighted material of CancerIQ and that we retain title to them. Under no circumstances may you copy the Website or the accompanying documentation for the purposes of distribution to others, nor may you remove the copyright notices on the Website or the accompanying documentation. You may not: (a) disassemble, decompile, reverse engineer, reproduce, alter or attempt to derive the source code of the Website nor permit any third party to do so; (b) obtain for or assist third parties in obtaining access to the Website; (c) copy the Website; (d) modify or create derivative works based upon the Website; (e) attempt to delete, disable, or otherwise circumvent any security measures implemented by CancerIQ with respect to the Website; (f) write or develop any software based upon or developed with reference to the Website; (g) assist, permit, or authorize any third party entity to perform any of the activities prohibited by this Agreement; or (h) remove any proprietary notices, labels or marks that are on or in the Website.

  16.        Web Analytics. Some elements of the Website use UserLane, a web analytics and training tool used to help improve our website(s). UserLane provides CancerIQ with data regarding the use of our websites in order to compile reports on anonymous user activities and to aid in training specific types of users. Any information collected by UserLane is stored securely and kept confidential pursuant to our agreement with UserLane.

  17.        This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws principles. Nothing in this Agreement will be deemed to create an employment, partnership, agency or joint venture relationship between you and CancerIQ. If any provision of this Agreement is held invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CancerIQ without restriction. Our failure to act with respect to a breach of this Agreement does not waive our right to act with respect to subsequent or similar breaches. CancerIQ does not guarantee it will take action against all breaches of this Agreement.