Effective date: August 17, 2020
By accessing and/or using the CareDx Website, you represent and warrant that you have the right and ability to enter into these Terms and you expressly agree to comply with and be bound by these Terms. If you do not agree with these Terms, you are not authorized to access or use the CareDx Website. CareDx may revise or update these Terms, at its sole discretion and at any time, without prior notice to you. The most recent effective date of these Terms is listed at the top of this page. Please periodically link to and review these Terms. Your continued use of the CareDx Website, after updated Terms are posted will constitute your acceptance of the updated Terms.
- THESE TERMS CONTAIN IMPORTANT REQUIREMENTS, RESTRICTIONS, CONDITIONS, AND OTHER PROVISIONS THAT AFFECT YOUR RIGHTS. WE ENCOURAGE YOU TO READ THEM CAREFULLY.
- THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY AND THE LIABILITY OF OUR PARTNERS AND SERVICE PROVIDERS AND REQUIRE YOU TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS RATHER THAN JURY TRIALS AND CLASS ACTIONS.
- All Content is provided AS-IS and intended for personal and informational uses only
These Terms apply to any person who accesses or uses any portion of the CareDx Website (“you,” your”). By accessing or using the CareDx Website, you represent and warrant that you have the legal capacity to enter into legally binding contracts under applicable law. Please note that the CareDx Website may not be fully compatible with all devices and you are responsible for obtaining access to the Internet and the equipment necessary to use the CareDx Website, including any service fees or equipment costs associated with such access.
A. Content is for Informational Purposes Only and Does not Constitute Medical Advice
The CareDx Website provides general company and product information to you for educational purposes only. We make reasonable efforts to ensure that the information on the CareDx Website is accurate and complete, but make no representations or warranties regarding the accuracy, reliability, availability, effectiveness, or correct use such information. Your reliance on information available on or through the CareDx Website is entirely at your own risk and your use of such information should not replace your good judgment and common sense.
The CareDx Website is not intended to be, and is not, a substitute for professional medical advice, diagnosis or treatment nor does your access or use of the CareDx Website create any doctor-patient relationship between CareDx and you. The CareDx Website should not be considered a replacement for consultation with a qualified healthcare professional. In particular, you should not rely on the content contained herein for diagnosing a health problem or disease. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding our products or any medical condition you or your family might have. Never disregard professional medical advice or delay in seeking it because of something you have read on the CareDx Website.
B. Consent to Electronic Communications
We and our partners and affiliates may need or want to send you certain communications, such as marketing communications, service announcements, and administrative messages. You consent to receive such communications and agree that any such communications that we send to you shall be legally effective when sent. You agree that any notices sent by us electronically, for example, by email satisfy any requirement that the notices be provided in writing. If you do not agree, do not accept this Agreement. You may have the right to withdraw your consent to receiving certain electronic communications, and, when required by law, we will provide you with paper copies of all documents and records upon request. You may do so by contacting us via the channels provided under the “Contact Us” section at the end of these Terms. If you withdraw your consent, we reserve the right to terminate our agreements with you. To receive or access the notices we send via email, you must have Internet access and a computer or device with a compatible web browser. You will also need software capable of viewing files in Portable Document format (“PDF”). To retain the notices we send you, your device or computer must have the ability to download and store electronic communications, including PDF files. By accepting these terms, you verify that you are able to receive, access, and retain the notices we may send. You may change your email address for notification purposes at any time by contacting us via the channels provided under the “Contact Us” section at the end of these Terms. In certain circumstances, we may seek to obtain additional, separate consents from you for communications we send you.
Your access and use of the CareDx Website may require Internet access, which must be obtained from your service provider. You are solely responsible for obtaining and paying for such additional services, including, without limitation, all service and usage charges related thereto. You are solely responsible for obtaining any additional subscription or connectivity services or equipment necessary to access and use the CareDx Website.
C. Proprietary Rights and Intellectual Property
We have invested a significant amount of time, effort, and resources in the creation of the CareDx Website, which is protected by U.S. and international copyright and intellectual property laws. You understand and agree that CareDx and/or its licensors retain all right, title, and interest in the CareDx Website (including all copyrights, patents, service marks, trademarks and other intellectual property rights) and to all content, including without limitation, any and all medical and product information, text, data, graphics, images, sound, products, programs and other information provided on or to the CareDx Website, whether by CareDx or users and whether in print, machine-readable, visual or audible form (altogether, “CareDx Content”).
You should assume that everything on the CareDx Website is copyrighted, unless otherwise noted, and may not be used, except as provided in these Terms. We neither warrant nor represent that your use of materials displayed on the website will not infringe rights of third parties not owned by, or affiliated with CareDx. Additionally, all trademarks, logos, designs, slogans, product names appearing on the CareDx Website, whether or not appearing in large print or with the trademark symbol, are trademarks of CareDx, its affiliates, related companies or its licensors or joint venture partners, unless otherwise noted. The CareDx Website may also contain or reference patents, proprietary information, technologies, products, processes, or other proprietary rights of CareDx, its affiliates, related parties. If you wish to obtain permission to reprint or reproduce any materials appearing on the CareDx Website other than as permitted above, you may contact us at email@example.com. All rights not expressly granted herein are reserved.
CareDx hereby grants you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable license to (i) access and use the CareDx Website, (ii) access and view the CareDx Content, (iii) access and use any software or applications that may be provided through the CareDx Website, and (iv) use the software that is embedded into CareDx Website solely as authorized in these Terms. This license is provided solely for your personal, non-commercial use.
Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the CareDx Website:
- use, display, mirror, or frame the CareDx Website or any individual element within the CareDx Website, including the layout and design of any page, without CareDx’s express written consent;
- use CareDx’s name, any CareDx’s trademark or logo, or any CareDx’s proprietary information without CareDx’s express written consent, or in any way that may be in violation of copyright law, trademark law and unfair competition law;
- cause CareDx Content to be distributed, downloaded, uploaded, modified, reused, reproduced, reposted, retransmitted, disseminated, sold, published or circulated in any way, except as permitted by these Terms;
- remove, alter or obscure any intellectual property notices on any printouts, screen displays or copies;
- access or tamper with non-public areas of the CareDx Website, CareDx’s computer systems, or the technical delivery systems of CareDx’s providers;
- test the vulnerability of any CareDx’s system or breach any security or authentication measures;
- circumvent any technological measure implemented by CareDx or any of CareDx’s providers or any other third party (including another user) to protect the CareDx Website;
- modify, decompile, disassemble, reverse engineer, tamper with, or otherwise attempt to derive the source code of any software that CareDx provides to you or any other part of the CareDx Website; and
- conduct automated queries (including using screen or database scraping by use of spiders, robots, crawlers, bypassing “captcha” or similar precautions, or any other automated activity with the purpose of obtaining information from the CareDx Websites) on the CareDx Website
E. Enforcement Rights
We may for any reason, in our sole discretion and without notifying you, change or discontinue, temporarily or permanently, any feature or component of the CareDx Website or restrict or bar your access or use of the CareDx Website, at any time without notice. Grounds for such action may include a violation of the letter or spirit of these Terms, fraudulent, harassing or abusive behavior or behavior that is harmful to other users, third parties, and the community ethos of CareDx or our business interests.
F. Separate or Additional Terms
Notwithstanding anything contained in the foregoing paragraph, additional terms may apply to you access and use of certain CareDx Content. We will notify you of any additional terms that may apply to your use of any CareDx Content, prior to your use of such CareDx Content. You agree to comply with such terms and conditions with respect to your use of such CareDx Content.
G. Forward-Looking Statements
The CareDx Website may contain forward-looking statements, including statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties that may cause actual results to differ from those foreseen. The inclusion of forward-looking statements should not be regarded as a representation by CareDx that any of its plans will be achieved. Actual results may vary materially from those set forth within the CareDx Website due to the risks and uncertainties inherent in CareDx’s business including, without limitation, statements about: the progress and timing of our clinical trials; difficulties or delays in development, testing, obtaining regulatory or reimbursement approval, producing and marketing our products and services; unexpected adverse side effects or inadequate therapeutic efficacy of our products and services that could delay or prevent product development or commercialization, or that could result in recalls or product liability claims; the scope and validity of patent protection for our products and services; and our ability to obtain additional financing to support our operations. All forward-looking statements are qualified in their entirety by this cautionary statement and CareDx undertakes no obligation to revise or update any forward-looking statements on the CareDx Website to reflect new information, future events, or other circumstances.
H. Personally Identifiable Information
CareDx will treat any suggestions, questions, comments, data, materials or the like, other than personally identifiable information (collectively, the “Feedback”) sent to CareDx as non-confidential and non-proprietary information. By providing Feedback to CareDx through the CareDx Website, you represent and warrant that you have the legal right to provide such Feedback and that it will not infringe any third party rights. You are solely responsible for all Feedback that you upload, post, or otherwise transmit via the CareDx Website. CareDx shall have no obligation of any kind to you or a third party with respect to such Feedback. You agree that CareDx shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute such Feedback to others without limitation and without payment of any consideration to you or a third party. You further agree that, although CareDx shall have no obligation to do so, CareDx shall be free to use and exploit in any manner any ideas, concepts, know-how or techniques contained in such Feedback for any purpose without your or a third party’s consent, including but not limited to developing, manufacturing and marketing products and services.
The CareDx Website is being provided by CareDx to you as a free service. You agree that you shall be solely responsible for any and all liabilities arising from: (i) your failure to comply with these Terms; (ii) your use of the CareDx Website; (iii) your use of or reliance on any CareDx Content, including any medical information provided on the CareDx Website and/or (iv) any authorized disclosure (including, without limitation, your authorization that CareDx disclose your personal information and credentials to our human resources department).
You agree to indemnify and hold harmless CareDx and its affiliates and their respective directors, officers, employees, agents, attorneys, subsidiaries, affiliates and sub-licensees and each of their respective successors and assigns from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority, or industry body, and all liabilities, damages, losses, costs, and expenses, including without limitation reasonable attorneys’ fees relating to or arising out or resulting from: (i) your access to or use of the CareDx Website and the CareDx Content thereon or your use, disclosure or authorization for CareDx to disclose any data or content thereon; (ii) your breach or alleged breach of any warranties made by you hereunder or your violation of any other provision of these Terms; or (iii) your violation of any law or the rights of a third-party. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
K. No Warranty
You acknowledge that the services and CareDx Content located on the CareDx Website are provided “AS IS”, “AS-AVAILABLE” and “WITH ALL FAULTS.” CareDx, its directors, officers, employees, subsidiaries and affiliates make no Representations or warranties as to the CareDx Website. Your access and use of the CareDx Wesbite is at your own risk. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CAREDX, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAREDX DOES NOT WARRANT THAT THE CAREDX WEBSITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE CAREDX WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR PROTECTING YOURSELF BY USING ANTI-VIRUS PROGRAMS AND FIREWALLS. INFORMATION CONTAINED ON THE CAREDX WEBSITE MAY BE INCOMPLETE, OUTDATED, INACCURATE OR CONTAIN TYPOGRAPHICAL ERRORS. CAREDX DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE MATERIAL ON THE CAREDX WEBSITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR CURRENCY.WE DO NOT WARRANT THAT ANY DESCRIPTION PROVIDED THROUGH THE CAREDX WEBSITE REGARDING MEDICATIONS OR OTHERWISE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, SAFE OR ERROR-FREE. NO COMMUNICATION, INFORMATION OR ADVICE GIVEN BY US OR ANY REPRESENTATIVE OF OURS, WHETHER WRITTEN OR ORAL, SHALL CREATE ANY WARRANTY. IF YOU CHOOSE TO RELY ON SUCH INFORMATION, YOU DO SO SOLELY AT YOUR OWN RISK. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.
L. Exclusion of Damages; Limitation on Liability
YOUR ACCESS AND USE OF THE CAREDX WEBSITE IS AT YOUR OWN RISK. IN NO EVENT SHALL CAREDX OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS, LOST PROFITS, LOSS OF OPPORTUNITY, LOSS OF DATA, LOSS OF SERVICES, PERSONAL INJURY (INCLUDING DEATH) OR DAMAGES TO YOU OR YOUR HARDWARE OR SOFTWARE, EVEN IF CAREDX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE CAREDX WEBSITE OR YOUR RELIANCE ON THE CAREDX CONTENT, WHETHER BASED ON CONTRACT, NEGLIGENCE OR OTHER FAULT OF CAREDX, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES AND AFFILIATES, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU IF YOU RESIDE IN SUCH A JURISDICTION. ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE CAREDX WEBSITE OR ANY CAREDX CONTENT (INCLUDING, WITHOUT LIMITATION, ANY PRODUCT OR SERVICE) MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION.
M. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. You and CareDx agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below. By agreeing to these Terms, you agree to resolve any and all disputes with CareDx as follows:
- Admissibility of Terms. CareDx’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of CareDx. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
- Initial Dispute Resolution. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with CareDx, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
- Arbitration Procedure. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to the applicable JAMS Resolution Center, which can be found at http://www.jamsadr.com/locations; and (c) send one copy of the Demand for Arbitration to CareDx at 1 Tower Pl 9th floor, South San Francisco, CA 94080 Attn: Legal Department.
- Arbitration Fees. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, CareDx will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, CareDx will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
- Forum Selection. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the State of California and you and CareDx agree to submit to the personal jurisdiction of any federal or state court in San Mateo County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
- Class Action Waiver. The parties further agree that the arbitration shall be conducted by the parties in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND CAREDX 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. If any court or arbitrator determines that the class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
- Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
- 30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to firstname.lastname@example.org with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the CareDx Website; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, CareDx also will not be bound by them.
- Changes to This Section. We will provide thirty (30) days’ notice of any changes to this section. Amendments will become effective thirty (30) days after such notice. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Dispute Resolution.”
- Survival: This “Dispute Resolution” section shall survive any termination of your access or use of the CareDx Website.
N. General Terms
- Assignment. You may not assign or otherwise transfer in any way any of the rights and obligations arising out of these Terms without the prior written consent of CareDx, which consent may be withheld at CareDx’s sole and absolute discretion. CareDx may assign these Terms in whole or in part at any time with or without notice to you.
- Choice of Law. The Terms shall be governed by the laws of the State of California as such laws are applied to contracts executed in and to be performed entirely within California by California residents. This means that California law will be applied to the interpretation of these Terms even for non-California residents. You agree that these Terms are governed by and will be construed in all respects under the laws of California, exclusive of its choice of law or conflicts of law provisions. In any claim or action directly or indirectly arising under these Terms or related to the CareDx Website, User irrevocably agrees to submit to the exclusive personal jurisdiction of the state or federal courts located in or serving San Mateo County, California. You waive any jurisdictional, venue, or inconvenient forum objections to such court.
- Severability. If any provision of these Terms is held to be not enforceable by a court or other tribunal of competent jurisdiction, then such provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect. Any clause deemed invalid or unenforceable shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions.
- Entire Agreement; Amendments. Except as otherwise stated herein, these Terms constitute the entire agreement between you and CareDx relating to the access and use of the CareDx Website, and these Terms supersede and replace any and all prior oral or written understandings or agreements between CareDx and you regarding the CareDx Website and Content. You may not modify these Terms. Anything contained on the CareDx Website or Content that is inconsistent with or conflicting with the terms of this agreement is superseded by these Terms.
O. Contact Us
If you have any questions about the foregoing, please contact CareDx at the following e-mail address: email@example.com or send a letter to: 1 Tower Pl 9th floor, South San Francisco, CA 94080.
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