(Last Updated September 19, 2017)
Seqster PDM, Inc. (“Seqster”) has developed a platform to enable consumers to manage their digital health records. These Terms and Conditions (the “Terms”) govern your use of our website located at https://app.seqster.com and the software and services that we offer on that website (collectively, the “Services”). PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY SEQSTER SITE. These Terms constitute a legally binding agreement between you and Seqster (each a “Party,” and collectively the “Parties”).These Terms provide that all disputes between you and Seqster will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. Please review Section 14 (“Disputes Resolution and Arbitration”) for the details regarding your agreement to arbitrate any disputes with Seqster.As used in these Terms, the words “you” and “your” refer to you, the user of Seqster’s website, as the party agreeing to these Terms. The words “we,” “us,” “our” and any other variation thereof refer to Seqster. Any reference to Seqster in this Agreement includes our directors, officers, employees, contractors, owners, agents, licensors, or licensees. As used in these Terms, the term “Website” includes the website at https://app.seqster.com, pages within this website, any equivalent mirrors, replacements, substitutes or backup websites, and pages that are associated with these websites. The use of the word “including” in these Terms to refer to specific examples will be construed to mean “including, without limitation” or “including but not limited to” and will not be construed to mean that the examples given are an exclusive list of the topics covered.
- ACCEPTANCE OF AGREEMENT. By accessing the Website or the Services, you agree to, and are bound by, the terms and conditions of these Terms. If you do not agree to be bound by these Terms, do not use the Website or the Services.
- AMENDMENTS. Seqster may modify these Terms at any time by updating this posting. You are bound by any such modification and should therefore visit this page periodically to review these Terms. Your continued use of the Website after a modification signifies your agreement to the modification. If you have any questions about these Terms, please contact us at Email: email@example.com.
- ELIGIBILITY. You may not use any of the Services and you may not accept this Agreement if you are not legally authorized to accept and be bound by these Terms or are not at least 18 years of age and, in any event, of a legal age to form a binding contract with Seqster.
- DESCRIPTION OF THE SERVICES. Seqster provides you with the ability to aggregate and combine your electronic health records, fitness and genomic data. We provide you with the ability to control, manage, and share your aggregated data on your terms through Seqster. We will never sell your data without your consent
- CREATING AN ACCOUNT. In order to access the Services, you must create an account (“Account”). When you set up your Account, you will be required to create log-in credentials by providing certain types of personal information including your name, a valid email address, a mailing address, and a strong password (collectively, your “Registration Information”). You are responsible for all activity that occurs in association with your Account. Seqster is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials. We may verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. These inquiries may include asking you for further information, requiring you to provide your full address, your date of birth, or requiring you to take steps to confirm ownership of your email address, or verifying information you provide against third party databases or through other sources. If you do not provide this information or Seqster cannot verify your identity, we can refuse to allow you to use the Services.
- ACCOUNT INFORMATION FROM THIRD PARTY SITES. You may direct Seqster to retrieve your information maintained online by third-parties with which they have patient relationships, maintain accounts or engage in healthcare transactions (“Account Information”). Seqster does not review the Account Information for accuracy, legality or non-infringement. Seqster is not responsible for the Account Information or products and services offered by or on third-party sites.
Seqster cannot always foresee or anticipate technical or other difficulties that may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Seqster cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Services, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your Account Information through the Services, in the manner prescribed in the associated instructions.
- CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION. By creating an Account with Seqster, you understand that we may send you communications regarding the Services and the Website, including but not limited to: (a) notices about your use of the Services or the Website, including any notices concerning violations of use and updates; and (b) promotional emails with information on goods or services in which we think you may have interest. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.
- USE OF CONTENT ON THE SITE. The content contained on the Website and the Services, such as text, graphics, images, audio, video and other material, as well as the domain names, tagline, organization and user look-and-feel (collectively, the “Content”), is protected by copyright, trademark and other such laws in the United States, and is owned or controlled by Seqster or by third parties that have licensed their Content to Seqster. Unauthorized use of the Content may violate copyright, trademark, and other laws. Where the Website or Services are configured to enable the download of particular Content, you may download one copy of such Content to a single computer for your personal, noncommercial home use only, provided that (a) you retain all copyright and other proprietary notices contained in the original Content, (b) you may not sell or modify the Content or reproduce, display, publicly perform, distribute, or otherwise use the Content in any way for any public or commercial purpose without the prior written permission of Seqster, and (c) you may not use the Content in a manner that suggests an association with any of our products, services or brands.
You may not, without the prior written permission of Seqster, “mirror” on any other server any material contained on the Website or the Services. The use of the Content on any other website or in a networked computer environment for any purpose is prohibited, without the express written permission of Seqster. The trademarks, logos and service marks (the “Marks”) displayed on the Website are owned by Seqster or third parties. You are prohibited from use of those Marks without the express, written permission of Seqster or such third party. If you would like information about obtaining Seqster’s permission to use the Content on your website, e-mail us at firstname.lastname@example.org.
- YOUR USE OF THE SERVICES. Your right to access and use the Website and Services is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Website and Services for lawful purposes. Accurate records enable Seqster to provide the Services to you. You must provide true, accurate, current and complete information about your accounts maintained at other websites, and you may not misrepresent your Registration and Account Information. In order for the Services to function effectively, you must also keep your Account Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services will be affected. You represent that you are a legal owner of, and that you are authorized to provide us with, all Registration and Account Information and other information necessary to facilitate your use of the Services.
Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that Seqster, in its sole discretion, may elect to take. In no event will Seqster be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.
Your sole and exclusive remedy for any failure or non-performance of the Services, including any associated software or other materials supplied in connection with such services, shall be for Seqster to use commercially reasonable efforts to effectuate an adjustment or repair of the applicable service.
- ACCESS TO THE SERVICES. You agree that you will not:
- Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Services or any portion of the Services, without Seqster’s express written consent, which may be withheld in Seqster’s sole discretion;
- Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the services, other than the search engines and search agents available through the Services and other than generally available third-party web browsers (such as Microsoft Internet Explorer or Safari);
- Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Services;
- Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services; or
- Attempt to gain an unauthorized access to any portion of the Services.
- DISCLAIMER. THE WEBSITE, SERVICES, INFORMATION, DATA, FEATURES, AND ALL CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SERVICES OR PROVIDED THROUGH THE SERVICES (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. SEQSTER, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE WEBSITE OR OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
NEITHER SEQSTER OR ITS SUPPLIERS MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE SITES OR OF THE SERVICES (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER SEQSTER OR ITS SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 13 AND 14 OF THIS PROVISION MAY NOT APPLY TO YOU.
- LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL SEQSTER, ITS SUBSIDIARIES, PARTNERS, OR AFFILIATES, BE LIABLE TO YOU FOR: (A) PERSONAL INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ARISING FROM OR RELATING TO THESE TERMS, THE USE OR INABILITY TO USE THE WEBSITE (EVEN IF SEQSTER KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR DOCUMENTATION, SERVICE INTERRUPTIONS, YOUR USE OF OR INABILITY TO USE THE SERVICES, OR SEQSTER’S OR YOUR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE; OR (B) EXCEPT AS REQUIRED UNDER APPLICABLE LAW, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ARISING FROM OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE WEBSITE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM YOUR FAILURE TO PROVIDE SEQSTER WITH ACCURATE INFORMATION OR A THIRD PARTY’S FAILURE TO CORRECTLY VERIFY SUCH INFORMATION. You agree that if any lawsuit or court proceeding is permitted under these Terms, the aggregate liability of Seqster and its affiliates and suppliers to you for all claims arising out of or related to these Terms or your use or inability to use the Website or the Services will at all times be limited to a maximum of $500.00 (five hundred united states dollars). These limitations will apply even if the above stated remedy fails of its essential purpose.
- INDEMNIFICATION. You agree to release, indemnify, and hold harmless Seqster and its affiliates, and their respective officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Website or the Services; (b) your breach or alleged breach of these Terms; (c) your violation or alleged violation of any rights of a third party; (d) your violation of any applicable laws or regulations; or (e) any negligent acts, omissions, or willful misconduct by you. Seqster reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and, in such case, you shall agree to cooperate with Seqster’s defense of such claim. You agree not to settle any matter without the prior written consent of Seqster. Seqster will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
- NO MEDICAL ADVICE. SEQSTER DOES NOT OFFER MEDICAL ADVICE. ANY CONTENT ACCESSED THROUGH THE SITE IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND IS NOT INTENDED TO COVER ALL POSSIBLE USES, DIRECTIONS, PRECAUTIONS, DRUG INTERACTIONS, OR ADVERSE EFFECTS. THE CONTENT SHOULD NOT BE USED DURING A MEDICAL EMERGENCY OR FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. PLEASE CONSULT YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER IF YOU HAVE ANY QUESTIONS ABOUT A MEDICAL CONDITION, OR BEFORE TAKING ANY DRUG, CHANGING YOUR DIET, OR COMMENCING OR DISCONTINUING ANY COURSE OF TREATMENT. DO NOT IGNORE OR DELAY OBTAINING PROFESSIONAL MEDICAL ADVICE BECAUSE OF INFORMATION ACCESSED THROUGH THE SITE. CALL 911 OR YOUR DOCTOR FOR ALL MEDICAL EMERGENCIES.
- TERM AND TERMINATION. These Terms will remain in full force and effect while you use the Website or the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time, and from time-to-time, for any reason in our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. We will not have any liability whatsoever to you for any termination of your rights to use the Services, including for termination of your Account. You may cancel your Account at any time by contacting us at Email: email@example.com. Even after your rights under these Terms are terminated, all provisions of these Terms which by their nature should survive, will survive, including, without limitation, ownership provisions, indemnification, warranty disclaimers, and limitations of liability.
- DISPUTES RESOLUTION AND ARBITRATION. You agree that any dispute between you and Seqster arising out of or relating to these Terms will be governed by the arbitration procedures outlined below.
- GOVERNING LAW. These Terms will be deemed entered into in California and will be governed by and interpreted in accordance with the laws of the State of California, excluding that body of law known as conflicts of law.
- ARBITRATION AGREEMENT; CLASS WAIVER; WAIVER OF TRIAL BY JURY. Please read this Arbitration Agreement carefully. It is part of your contract with Seqster and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
- Generally. In the interest of resolving disputes between you and Seqster in the most expedient and cost effective manner, you and Seqster agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SEQSTER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Despite the provisions of Section 18.b.vi, nothing
- Arbitrator. Any arbitration between you and Seqster will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Seqster.
- Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Seqster's email address for notice is: firstname.lastname@example.org. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Seqster may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Seqster must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Seqster will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Seqster in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.
- Fees. If you commence arbitration in accordance with these Terms, Seqster will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Diego County, California, USA, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Seqster for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
- No Class Actions. YOU AND SEQSTER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Seqster agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications to this Arbitration Provision. If Seqster makes any future change to this arbitration provision, other than a change to Seqster's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Seqster's address for Notice, in which case your account with Seqster will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.
- Confidentiality. All aspects of the arbitration proceeding, including, but not limited to, the award of the arbitrator and compliance therewith, shall be strictly confidential. You and Seqster agree to maintain confidentiality unless otherwise required by law. This section shall not prevent a party from submitting to a court of law any information necessary to enforce these Terms, to enforce an arbitration award, or to seek injunctive or equitable relief.
- Survival of Agreement. This arbitration agreement will survive the termination of your relationship with Seqster.
- Enforceability. If Section 18.b.vi is found to be unenforceable or if the entirety of this Section 18.b is found to be unenforceable, then the entirety of this Section 18.b will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 18.c will govern any action arising out of or related to these Terms.
- Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Seqster agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts in, or closest to, San Diego County, California. Both you and Seqster consent to venue and personal jurisdiction there. You and Seqster both agree to waive their right to a jury trial.
- GENERAL TERMS.
- WAIVER. Seqster’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver by Seqster of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Seqster. Except as expressly set forth in these Terms, the exercise by either you or Seqster of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
- ENTIRE AGREEMENT. These Terms constitute and contain the entire agreement between you and Seqster with respect to the subject matter hereof and supersede any prior or contemporaneous oral or written agreements. You and Seqster acknowledge and agree that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
- SURVIVAL. All provisions of these Terms that by their nature extend beyond the expiration or termination of these Terms, and definitions herein as applicable to interpretation of the foregoing shall survive the termination of these Terms.
- SEVERABILITY. If any provision of these Terms (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of these Terms shall not be affected thereby and shall be binding upon the Parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in these Terms.
- ASSIGNMENT. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without Seqster’s prior written consent. Seqster may assign these Terms at any time without notice or consent. Subject to the foregoing, these Terms will bind and inure to the benefit of you and Seqster, their successors and permitted assigns.
- HEADINGS. The headings, captions, headers, footers and version numbers contained in these Terms are intended for convenience or reference and shall not affect the meaning or interpretation of these Terms.
- QUESTIONS. If you have any questions, complaints or claims with respect to the Website, please contact us. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.