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Terms of Service
Arboretum Terms of Service
Last Updated: May 1, 2026
Welcome, and thank you for your interest in Arboretum LifeSciences, Inc., and its related and affiliated companies (“Arboretum,” “we,” or “us”). These Terms of Service are a legally binding contract between you and Arboretum regarding your use of the Service (as defined below). These Terms govern only the Service and do not govern any services provided by Arboretum affiliates, including any clinical, diagnostic, or genetic counseling services, which are subject to separate terms and agreements.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE ARBITRATION PROVISION DETAILED IN SECTION 7 (DISPUTE RESOLUTION AND ARBITRATION), AS WELL AS ARBORETUM’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). YOUR USE OF THE SERVICE IS SUBJECT TO ALL ADDITIONAL TERMS, POLICIES, RULES, OR GUIDELINES APPLICABLE TO THE SERVICE OR CERTAIN FEATURES OF THE SERVICE THAT ARBORETUM MAY POST ON, LINK TO, OR PROVIDE IN CONNECTION WITH THE SERVICE, INCLUDING ANY RESEARCH PARTICIPANT REQUIREMENTS (COLLECTIVELY, THE “ADDITIONAL TERMS”). ALL ADDITIONAL TERMS ARE INCORPORATED BY THIS REFERENCE INTO, AND MADE A PART OF, THESE TERMS.
YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO GO TO TRIAL AND AGREEING THAT ALL CLAIMS UNDER THIS AGREEMENT WILL BE SUBJECT TO MANDATORY ARBITRATION, AS SET FORTH IN SECTION 7 (DISPUTE RESOLUTION AND ARBITRATION). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THESE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND ARBORETUM’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY ARBORETUM AND BY YOU TO BE BOUND BY THESE TERMS.
1.1 The Service. "Service" means our website at www.arboretum.bio, as well as the following Arboretum research platforms and the features, content, and functionality made available through them:
(a) The Research Participant Platform, a participant-facing platform for prospective observational research studies that you opt into ("Research Studies"), which includes electronic consent, survey capture, biospecimen collection coordination, return of research results ("Research Results"), and matching participants to future research opportunities; and
(b) The Research Analysis Environment, a secure analysis environment for storage, curation, and analysis of research data.
The Service does not include any clinical, diagnostic, genetic counseling, or other healthcare services. If you are offered such services by an Arboretum affiliate or third-party provider in connection with your participation in a Research Study, those services are governed by separate terms as described in Section 9.5 (Related Services Provided by Arboretum Affiliates).
If you create an account with the Service, you are an "Individual User". If you opt into one or more Research Studies, you are a "Research Participant". These Terms explain how Individual Users, including Research Participants, as well as research study coordinators and healthcare providers (collectively, "Research Affiliates"), may access and use the Service.
1.2 Research Studies Overview; Your Research Data. Participation in Research Studies is voluntary and based upon an Institutional Review Board-approved consent document and, where applicable, a HIPAA authorization. By participating in Research Studies, you grant the applicable study sponsor - which may be a third party, Arboretum, and/or its affiliates - the right to analyze information about your genes and other health factors, including your biospecimens, genetic information, medical records, survey responses and participant-reported outcomes collected as part of a Research Study, and other health information that you provide or authorize others to provide on your behalf (collectively, "Your Research Data"), as required to conduct the Research Study and as described in the applicable research consent. The use and disclosure of Your Research Data for research purposes is subject to the applicable research consent and HIPAA authorization. Arboretum may also use Your Research Data to assess your eligibility for and match you to Research Studies, research opportunities, and products or services offered by Arboretum, its affiliates, or third-party partners that may be relevant to you, and to communicate with you about such opportunities as described in Section 5 (Communications). Additionally, you give Arboretum the right to analyze and use Your Research Data in a de-identified form for development and improvement of the Service, performing quality control activities, and training and improving artificial intelligence and machine learning models, in each case as described in further detail in the Privacy Policy and, where applicable, the informed consent.
1.3 Sharing of Research Results. As described in the applicable research consent, Research Results may be shared with your healthcare provider(s). Any clinical use of Research Results by your healthcare provider is governed by your relationship with that provider, not by these Terms.
1.4 Biospecimens. If you participate in a Service that requires a biospecimen, Arboretum, an Arboretum affiliate, or a third-party service provider of Arboretum may provide you with a testing kit for sample collection. Once you return your sample, it may be tested as described in the relevant consent documentation. To the extent testing is performed by an Arboretum affiliate, such testing is governed by that affiliate's terms as described in Section 9.5 (Related Services Provided by Arboretum Affiliates). Biospecimens submitted may not be returned to you.
1.5 No Medical Advice. DO NOT USE THIS SITE IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY. In an emergency situation, please call 911, contact your doctor, go to the nearest emergency room, or contact your local crisis center. The Service is not a healthcare service, and Arboretum does not act as a healthcare provider in connection with the Service. Arboretum affiliates may separately provide healthcare services subject to their own terms, licensure, and regulatory obligations. Any services provided by Arboretum-affiliated entities, including Affiliated Clinical Services as described in Section 9.5 (Related Services Provided by Arboretum Affiliates), are governed by the terms and conditions of those affiliates and do not constitute medical advice provided by Arboretum through the Service. Arboretum advises Individual Users to always seek the advice of a physician or other qualified health care provider with any questions regarding personal health or medical conditions, including regarding anything learned through the Service. The information provided through the Service is not intended to replace the medical advice and recommendations of your existing healthcare team who is responsible for your overall care. Arboretum does not recommend or endorse any specific physician, product, procedure, opinion, service, or other information that may be mentioned or linked to through the Service. Reliance on any information provided by Arboretum, including Research Results, is solely at your own risk.
2. Eligibility and Account Requirements.
2.1 Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations; (d) any biospecimens, genetic information, or other health information is either your own or the sample of a person for whom you are a legally authorized representative and have received all necessary consents and authorizations from such person; (e) any biospecimen provided is not from a bone marrow or stem cell recipient; and (f) your use of the Service is not for any investigative forensic genealogy uses. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
2.2 Accounts and Registration.
(a) Research Participants. To access and/or utilize most features of the Service, Research Participants must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact and certain transactional information. This information may be documented by you or on your behalf by a Research Affiliate. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. Your account may be authenticated directly through the Service or through a secure authentication method provided by a Research Study partner. Regardless of the authentication method used, your account is only for your personal use, and you may not share your account or access credentials with any other users of the Service. You are solely responsible for maintaining the confidentiality of your access credentials and for all activities that occur under your account. If you believe that your account is no longer secure and/or that there has been any unauthorized access, then you should immediately notify us at: support@arboretum.bio.
(b) Research Affiliates. For Research Affiliates, an account will be created for you by Arboretum using information you provide to us, such as your name, email address, or other contact and certain transactional information. Such an account enables you to access and/or utilize most features of the Service. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When your account is created for you, you will be asked to create a password. Your account is only for your personal use, and you may not share your account with any other users of the Service. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure and/or that there has been any unauthorized access, then you should immediately notify us at: security@arboretum.bio.
3. Ownership and License Rights.
3.1 User Registration Data. Certain features of the Service permit you to provide information in connection with creating and maintaining your Individual User account, including your name, email address, contact information, demographic information, and/or screening questionnaires, prior to enrollment in a Research Study, which may include health-related information collected solely for the purpose of determining your eligibility for a Research Study ("User Registration Data"). User Registration Data does not include Research Data collected as part of a Research Study; the applicable terms regarding Your Research Data are detailed in Section 1.2 (Research Studies Overview; Your Research Data). You retain any proprietary rights you may hold in the User Registration Data that you provide to the Service, but you give Arboretum permission to use it as explained in these Terms.
3.2 Limited License. Subject to your complete and ongoing compliance with these Terms, Arboretum grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
3.3 License Restrictions. You are not allowed to:
(a) Copy, share, display, perform, or make new versions of the Service (including its software, interfaces, and underlying technology);
(b) Modify, reverse engineer, decompile, or create derivative works of the Service or its underlying technology;
(c) Interfere with any features of the Service, including security or access controls; or
(d) Use the Service for any illegal purpose or in violation of any law or regulation.
3.4 Feedback. Arboretum appreciates your feedback. If you provide suggestions or comments about the Service, then you hereby grant Arboretum an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license (with the right to sublicense through multiple tiers) to exploit such feedback in any manner and for any purpose, including to improve the Service and create other products and services.
3.5 Ownership; Proprietary Rights. The Service is owned and operated by Arboretum. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Arboretum (“Materials”) are protected by intellectual property and all other applicable laws and regulations. All Materials included in the Service are the property of Arboretum or its third-party licensors. Unless Arboretum expressly authorizes it, you may not make use of the Materials. There are no implied licenses in these Terms and Arboretum reserves all rights to the Materials not granted expressly in these Terms.
3.6 License Grant to Arboretum. By providing User Registration Data to or via the Service, you grant Arboretum a worldwide, non-exclusive, royalty-free right and license to use, store, and process your User Registration Data for the purposes of operating and improving the Service, communicating with you, and conducting de-identified analytics. Arboretum may compile User Registration Data into aggregated, de-identified data sets that do not identify individual users, which may be used for research, analysis, and other business purposes as allowed under applicable law.
3.7 Accuracy of User Registration Data. You represent and warrant that the User Registration Data you provide is accurate, complete, and not misleading, and that providing it does not violate any third-party rights or applicable laws.
3.8 User Registration Data Disclaimer. Arboretum is not responsible for verifying the accuracy of User Registration Data that you provide to the Service. You are solely responsible for ensuring that your User Registration Data is accurate and up to date.
3.9 Monitoring User Registration Data. Arboretum does not control and is not required to monitor: (a) User Registration Data; (b) third-party content; or (c) the use of the Service by users. You agree that Arboretum has the right to monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Arboretum chooses to monitor the content, then Arboretum still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Arboretum may block, filter, mute, remove or disable access to any User Registration Data uploaded to or transmitted through the Service without any liability to the user who provided such User Registration Data to the Service or to any other users of the Service.
4. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
4.1 use the Service for any illegal purpose or in violation of any law or regulation;
4.2 access or use the Service for advertising or promotional purposes;
4.3 violate or encourage others to violate someone else’s rights, including intellectual property rights;
4.4 access or use the Service in any manner not authorized under these Terms;
4.5 if you are a Research Affiliate, submit any information to the Service for which you do not have all necessary consents or authorizations;
4.6 use the Service to disclose or obtain another person’s personal information, or collect information about other users of the Service, without the necessary consents or authorizations;
4.7 use the Service for investigative forensic genealogy purposes;
4.8 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Arboretum;
4.9 interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
4.10 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; or (ii) making any unsolicited offer or advertisement to another user of the Service;
4.11 commit fraud, such as impersonating someone, accessing an account without permission, or lying about your identity or age; or
4.12 sell or otherwise transfer the access granted under these Terms or any right or ability to view, access, or use any Materials.
5. Communications.
5.1 Text Messaging. You agree that Arboretum and those acting on its behalf may send you text (SMS) messages at the phone number you provide. These messages may include: (a) operational messages about your use of the Service; (b) information about Research Studies, research opportunities, and products or services offered by Arboretum, its affiliates, or third-party partners that Arboretum believes may be relevant to your participation in the Service, provided that such communications are sent by Arboretum and your contact information is not shared with the third party without your prior express written consent; and (c) promotional messages regarding products or services offered by third parties. Messages in categories (a) and (b) are a core part of the Service and will continue for as long as you maintain an active account. Promotional messages in category (c) will only be sent if you have provided your prior express written consent. You may revoke your consent to receive text messages in category (c) at any time by texting STOP to the number from which you are receiving the messages or by updating your account preferences. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. Consent is not a condition to receive the Service. Arboretum is not responsible for any delays upon sending or receiving text messages. You consent that following a request to unsubscribe, you may receive one final text message from Arboretum confirming your request.
5.2 Email. Arboretum may send you emails including: (a) operational messages about your use of the Service; (b) information about Research Studies, research opportunities, and products or services offered by Arboretum, its affiliates, or third-party partners that Arboretum believes may be relevant to your participation in the Service, provided that such communications are sent by Arboretum and your contact information is not shared with the third party without your consent; and (c) promotional messages regarding products or services offered by third parties. Messages in categories (a) and (b), including messages to keep you informed of Research Studies and research opportunities that may be of interest to you, are a core part of the Service and will continue for as long as you maintain an active account. Promotional emails in category (c) will only be sent if you have provided your prior express consent, which you may revoke at any time by following the unsubscribe instructions in the email or by updating your account preferences.
6. Indemnity; Disclaimers; Limitation of Liability.
6.1 Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Arboretum, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Arboretum Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. Arboretum reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
6.2 Disclaimers; No Warranties by Arboretum.
(a) THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ARBORETUM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ARBORETUM DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ARBORETUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ARBORETUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE ARBORETUM ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. ARBORETUM IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT ARBORETUM IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER REGISTRATION DATA.
6.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 6 (INDEMNITY; DISCLAIMERS; LIMITATION OF LIABILITY) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Arboretum does not disclaim any warranty or other right that Arboretum is prohibited from disclaiming under applicable law.
6.4 Limitation of Liability.
(a) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ARBORETUM ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ARBORETUM ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
(b) EXCEPT AS PROVIDED IN SECTIONS 7.5 (COMMENCING ARBITRATION) AND 7.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ARBORETUM ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO US$100.
(c) EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 6.4 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7. Dispute Resolution and Arbitration.
7.1 Generally. Except as described in Section 7.2 (Exceptions) and 7.3 (Opt-Out), you and Arboretum agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. This agreement to arbitrate disputes includes all claims 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. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ARBORETUM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
7.2 Exceptions. Although Arboretum is agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim.
7.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of Section 7 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Arboretum LifeSciences, Inc., Attention: Legal Department – Arbitration Opt-Out, 245 Main St. Fl. 2, Cambridge, MA, 02142 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Arboretum receives your Opt-Out Notice, Section 7 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 9.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
7.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. 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 Arboretum.
7.5 Commencing Arbitration. Before initiating arbitration, a party 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 that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Arboretum’s address for Notice of Arbitration is: Arboretum LifeSciences, Inc., 245 Main St. Fl. 2, Cambridge, MA, 02142. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) 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 of Arbitration is received, you or Arboretum may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Arboretum will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Arboretum has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the 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 and the other party may seek reimbursement for any fees paid to AAA.
7.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless Arboretum agrees otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Arboretum must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. 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.
7.7 Arbitration Relief. Except as provided in Section 7.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Arboretum before an arbitrator was selected, Arboretum will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
7.8 No Class Actions. YOU AND ARBORETUM 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 Arboretum 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.
7.9 Modifications to this Arbitration Provision. If Arboretum makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Arboretum’s address for Notice of Arbitration, in which case your account with Arboretum will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.
7.10 Enforceability. If Section 7.8 (No Class Actions) or the entirety of this Section 7 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Arboretum receives an Opt-Out Notice from you, then the entirety of this Section 7 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 9.2 (Governing Law) will govern any action arising out of or related to these Terms.
8. Term, Termination, and Modification of the Service.
8.1 Term. These Terms are effective beginning when you accept the Terms or first install, access, or use the Service, and ending when terminated as described in Section 8.2 (Termination).
8.2 Termination. If you violate any part of these Terms, then these Terms automatically terminate and you may no longer access or use the Service. In addition, Arboretum may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. If you have consented to join any studies, including any Research Study, you may only terminate your account and these Terms by withdrawing from such studies by contacting the study sponsor listed in your user account profile. If you have not consented to join any studies, you may terminate your account by contacting customer service at support@arboretum.bio or following the directions in the Service to terminate your account.
8.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) and Sections 1.2 (Research Studies Overview; Your Research Data), 3 (Ownership and License Rights), 4 (Prohibited Conduct), 6 (Indemnity; Disclaimers; Limitation of Liability), 7 (Dispute Resolution and Arbitration), 8.3 (Effect of Termination), 9 (General Terms), and 10 (Privacy and Communication) will survive. You are solely responsible for retaining copies of any User Registration Data or Your Research Data you provide to the Service since upon termination of your account, you may lose access rights to any User Registration Data or Your Research Data you provided to the Service, and we may delete Your Research Data in our discretion. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification. Upon termination of these Terms, Your Research Data will not be used in a go-forward manner for any Research Studies not already opted into at the time of termination. Your Research Data will, however, continue to be used in accordance with the applicable informed consent form.
8.4 Modification of the Service. Arboretum reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Arboretum will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Registration Data you provided to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Registration Data you provided to the Service.
9. General Terms.
9.1 General. These Terms, including the Privacy Policy, Additional Terms, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Arboretum regarding your use of the Service. 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 our prior written consent. Arboretum may assign these Terms and all rights granted under these Terms, including with respect to your User Registration Data, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
9.2 Governing Law. These Terms are governed by the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. You and Arboretum submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Suffolk County, Massachusetts for resolution of any lawsuit or court proceeding permitted under these Terms. Arboretum operates the Service from our offices in Massachusetts, and Arboretum makes no representation that Materials included in the Service are appropriate or available for use in other locations.
9.3 Modification of Terms. Arboretum may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. Arboretum may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your User Registration Data and discontinue your use of the Service. Except as expressly permitted in this Section 9.3 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
9.4 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
9.5 Related Services Provided by Arboretum Affiliates. In connection with your participation in Research Studies, you may be offered services by Arboretum-affiliated entities, including but not limited to genetic counseling and clinical genetic testing services ("Affiliated Clinical Services"). Affiliated Clinical Services are not part of the Service governed by these Terms. If you choose to engage with an Arboretum affiliate for Affiliated Clinical Services, your relationship with that affiliate will be governed by that affiliate's own terms of service, privacy practices, and any applicable consent or authorization documents. Arboretum is not responsible for Affiliated Clinical Services and makes no representations or warranties regarding such services.
9.6 Independent Contractors. Your relationship to us is that of an independent contractor, and nothing contained in these Terms should be construed to give you the power to (a) act as an agent or (b) direct or control the day-to-day activities of us.
9.7 No Support. Arboretum is under no obligation to provide support for the Service. In instances where Arboretum may offer support, the support will be subject to published policies.
9.8 International Use. The Service is intended for persons covered by the laws and regulations of the United States. Arboretum makes no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
10. Privacy and Communication.
10.1 Privacy Policy. Please read the Arboretum Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Arboretum Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
10.2 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that Arboretum sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
11. Third-Party Terms.
11.1 Third-Party Services and Linked Websites. Arboretum may provide tools through the Service that enable you to export information, including User Registration Data, to third-party services. By using one of these tools, you hereby authorize Arboretum to transfer that information to the applicable third-party service. Third-party services are not under Arboretum’s control, and, to the fullest extent permitted by law, Arboretum is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites and mobile applications (“Linked Third-Party Services”). Linked Third-Party Services are not under Arboretum’s control, and Arboretum is not responsible for their content. Arboretum disclaims any and all liability in connection with third-party services. Arboretum disclaims all representations and warranties related to third-party services. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Registration Data or information with such third-party services. Once sharing occurs, Arboretum will have no control over the information that has been shared.
11.2 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
12. Contact Us. The Service is offered by Arboretum LifeSciences, Inc., located at 245 Main St. Fl. 2, Cambridge, MA, 02142. You may contact us by sending correspondence to that address or by emailing us at support@arboretum.bio.
Arboretum Clinical Terms of Service
Last Updated: May 1, 2026
Welcome, and thank you for your interest in Arboretum Clinical, LLC, and its related and affiliated companies and services (“Arboretum Clinical,” “we,” or “us”) and our website at arboretum.bio/clinical, as well as our (a) software platform for genetic test ordering, resulting, and payment processing, (b) software for family health history documentation and pedigree chart generation available at www.clinical.arboretum.bio; (c) genetic testing services, (d) genetic counseling services, and (e) related products and services that we may offer you from time to time (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Arboretum Clinical regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE ARBITRATION PROVISION DETAILED IN SECTION 10 (DISPUTE RESOLUTION AND ARBITRATION) AS WELL AS ARBORETUM CLINICAL’S PRIVACY POLICY AND NOTICE OF PRIVACY PRACTICES (COLLECTIVELY, THESE “TERMS”).
YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO GO TO TRIAL AND AGREEING THAT ALL CLAIMS UNDER THIS AGREEMENT WILL BE SUBJECT TO MANDATORY ARBITRATION, AS SET FORTH IN SECTION 10 (DISPUTE RESOLUTION AND ARBITRATION). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THESE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND ARBORETUM CLINICAL’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY ARBORETUM CLINICAL AND BY YOU TO BE BOUND BY THESE TERMS.
1. Eligibility. You must be at least 18 years old to use the Service on behalf of yourself or an entity, organization, or company. If you are under 18 years old, your legal guardian must enter into these Terms on your behalf before you access or use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations; and (d) you are a resident of the United States. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
2. Additional Terms, Policies, and Consents. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on, link to, or provide in connection with the Service, including any consent forms or requirements (collectively, the “Additional Terms”). The Additional Terms include Arboretum Clinical’s Privacy Policy (defined below), Arboretum Clinical’s HIPAA Notice of Privacy Practices, and any informed consent forms mentioned in Section 3 (Description of Services). If you are interested in participating in a research program sponsored by Arboretum Clinical or Arboretum Clinical’s affiliates or research partners, you will be provided with a consent form at the time of enrollment, and the consent form will include more information to aid in your decision to enroll in the program. All additional Terms are incorporated by this reference into, and made a part of, these Terms. In the event that these Terms conflict with the terms or information in any applicable informed consent form provided by Arboretum Clinical in connection with any Service, the terms and information in the informed consent form will apply.
3. Description of Services. These Terms explain how individual users and healthcare providers and staff (such providers and staff, collectively, the “Healthcare Affiliates”), can access and use the Service. The Service includes: (a) software for genetic test ordering, resulting, and payment processing; (b) the Pedigree Software; (c) Genetic Testing services; and (d) Genetic Counseling services (each as defined below). Each of Genetic Testing, the Pedigree Software, and Genetic Counseling may generate raw data, intermediate data, audio and video recordings of counseling or consultation sessions, and clinical results, all of which are owned by Arboretum Clinical (“Generated Data”), and Arboretum Clinical may freely transfer such Generated Data to a healthcare partner pursuant to a separate partnership agreement in accordance with applicable informed consent forms and applicable laws. Certain services, including Genetic Testing and Genetic Counseling, may be provided to individuals on behalf of Healthcare Affiliates without those individuals creating an account on the Service. In such cases, Arboretum Clinical’s collection, use, and disclosure of those individuals’ information is governed by the applicable informed consent, the partnership agreement between Arboretum Clinical and the applicable Healthcare Affiliate, and Arboretum Clinical’s Privacy Policy and Notice of Privacy Practices, rather than these Terms.
3.1 Genetic Testing. The Service may include isolating DNA from a biological sample provided by you to perform genetic sequencing (any such Service, “Genetic Testing”). Through Genetic Testing, we sequence those parts of your DNA that we believe can be useful for some genetic testing and counseling services. We will provide you with a testing kit for sample collection in connection with any Genetic Testing. Once you return your sample in accordance with our instructions, it will be analyzed as described in the Arboretum Clinical Informed Consent for the applicable Genetic Testing Service, available on Arboretum Clinical Informed Consent for Genetic Testing webpage. While we and our service providers and related companies strive for accuracy, laboratory testing may occasionally result in errors or failed analyses. In such cases, we may, at our discretion, offer to provide a replacement kit or refund any applicable fees. Biological samples submitted may not be returned to you.
3.2 Return of Results. Test results from Genetic Testing will be returned to the ordering healthcare provider or, for individual users who have ordered testing directly, made available through the Service. Arboretum Clinical may deliver results to your healthcare provider(s) electronically through the Service, via health information exchange (HIE) networks, or through other secure electronic means. You acknowledge that electronic delivery of results involves inherent risks, including potential delays or failures in transmission. Arboretum Clinical does not guarantee specific turnaround times for test results, unless otherwise agreed to in a service-level agreement with a Healthcare Affiliate; testing timelines may vary based on test complexity, sample quality, the need for reanalysis, or other factors. Genetic Counseling may be offered in connection with your results to assist with interpretation, as described in Section 3.3. Arboretum Clinical may issue amended or updated reports if variants are reclassified, errors are identified, or new information becomes available that affects the interpretation of your results. You may request copies of your test results at any time through the Service or by contacting support@arboretumclinical.com. Any clinical use of your test results by your healthcare provider is governed by your relationship with that provider, not by these Terms.
3.3 Genetic Counseling. The Service may involve Arboretum Clinical or an Arboretum Clinical service provider analyzing and discussing information about your genes and other health factors, including your biological samples, genetic information, and other health information that you provide or authorize others to provide on your behalf (“Your Health Information”), as described in the Arboretum Clinical Informed Consent for Genetic Counseling (any such Service, “Genetic Counseling”). By providing us with Your Health Information, including any biological samples, you represent and warrant to us that (a) Your Health Information is either your own or of a person for whom you are a legally authorized representative and have received all necessary consents and authorizations from such person; (b) any biological sample provided is not from a bone marrow or stem cell recipient; and (c) your use of the Service is not for any investigative forensic genealogy uses. We may include Your Health Information in aggregated and anonymized data sets for use in research, analysis, and other business purposes as allowed under applicable law, as further described in Section 5.6 (Limited License Grant to Arboretum Clinical – User Content and Your Health Information).
3.4 Pedigree Software. The Service may include access to Arboretum’s software tools for documenting family health history and generating pedigree charts (“Pedigree Software”). The Pedigree Software enables users and Healthcare Affiliates to input family health history data and generate standardized pedigree charts for use in genetic risk assessment. All data entered into, and all outputs generated by, the Pedigree Software constitute Generated Data owned by Arboretum Clinical, subject to any applicable partnership agreement. You acknowledge that the Pedigree Software is provided as a clinical decision-support tool and does not constitute medical advice.
3.5 Biological Samples. Genetic Testing requires the collection of a biological sample from you, such as a buccal (cheek) swab or saliva sample. By providing a biological sample to Arboretum Clinical, you transfer all right, title, and interest in the physical sample to Arboretum Clinical upon our receipt of the sample. Arboretum Clinical will use your biological sample to perform the applicable Genetic Testing. Biological samples will not be returned to you or your healthcare provider. Following completion of testing, Arboretum Clinical will destroy remaining biological samples in accordance with our specimen retention policy. Arboretum Clinical reserves the right to retain and use Generated Data from biological samples, including in identified form, as reference, validation, or quality control materials for laboratory test development, validation, and ongoing quality assurance purposes, as further described in the applicable informed consent form for your Genetic Testing. Additional terms regarding sample collection, retention, and use are set forth in the informed consent form provided in connection with the applicable Genetic Testing service.
3.6 Telehealth Services. Certain services offered through the Service, including Genetic Counseling, may be delivered remotely via telehealth using video, telephone, or secure messaging technology. In order to access such telehealth services, you must agree to the Telehealth Consent Form.
3.7 Voluntary Participation. Your participation in Genetic Testing, Genetic Counseling, and any other clinical services offered through the Service is entirely voluntary. You may decline or withdraw from any service at any time. If you withdraw from a service after a biological sample has been submitted, Arboretum Clinical is not obligated to return the sample but will handle it in accordance with Section 3.4 (Biological Samples). Withdrawal from a particular service does not affect your rights or obligations under these Terms with respect to any other services you have received or continue to receive.
3.8 Scope of Clinical Services; Limitations. Arboretum Clinical is a CLIA-certified and CAP-accredited clinical laboratory that provides Genetic Testing and Genetic Counseling services. Genetic Testing performed by Arboretum Clinical produces clinical diagnostic results that are intended to be used by you and your healthcare providers as part of your overall medical care. Genetic Counseling provided through the Service is intended to assist you in understanding and interpreting your test results and their potential clinical significance, but is not a substitute for medical advice, clinical decision-making, or treatment recommendations from your treating physicians or other qualified healthcare providers. You should always consult with your healthcare team before making any medical decisions based on information obtained through the Service, including decisions regarding medications, treatment plans, or lifestyle changes. DO NOT USE THE SERVICE IN PLACE OF EMERGENCY MEDICAL CARE. In a medical emergency, please call 911, contact your physician, or go to the nearest emergency room. Arboretum Clinical Clinical does not recommend or endorse any specific physician, product, procedure, or treatment that may be mentioned or linked to through the Service. Genetic Counseling provided through the Service does not establish an ongoing provider-patient relationship beyond the scope of the specific service engagement. Arboretum Clinical is not responsible for clinical decisions made by your healthcare providers based on your test results or for any actions taken or not taken by third parties in reliance on information provided through the Service.
4. User Accounts.
4.1 Services Without an Account. An account is not required for all services. Healthcare Affiliates may submit information and order services, including Genetic Testing and Genetic Counseling, on behalf of individuals who do not hold an account on the Service. In such cases, the individual’s information may be collected, used, and retained by Arboretum Clinical as necessary to perform the requested services and as described in the applicable informed consent form signed by the individual, the partnership agreement between Arboretum Clinical and the Healthcare Affiliate, and Arboretum Clinical’s Privacy Policy and Notice of Privacy Practices. Arboretum Clinical retains the same rights with respect to Generated Data produced in connection with services provided to individuals without accounts as it does for account holders, including the rights described in Section 5.6 (Limited License Grant to Arboretum Clinical). Healthcare Affiliates ordering services on behalf of individuals represent and warrant that they have obtained all necessary consents and authorizations from such individuals as required by applicable law.
4.2 Account Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information, which we may use as set forth in the Privacy Policy (defined below). This information may be documented by you or on your behalf by a Healthcare Affiliate. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to complete our designated authentication process. Your account is only for your personal use, and you may not share your account with any other users of the Service. You are solely responsible for maintaining the confidentiality of your account and login credentials, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure and/or that there has been any unauthorized access, then you should immediately notify us at: support@arboretumclinical.com.
4.3 Healthcare Affiliates. Healthcare Affiliates may register for an account or have an account created on their behalf by Arboretum Clinical. When registering or being registered for an account, Healthcare Affiliates may be required to provide information such as name, email address, professional credentials, or other contact information, which we may use as set forth in the Privacy Policy. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When your account is created, you will be asked to complete our designated authentication process. Your account is only for your personal use, and you may not share your account with any other users of the Service. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure and/or that there has been any unauthorized access, then you should immediately notify us at: support@arboretumclinical.com.
5. Rights and Ownership.
5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Arboretum Clinical grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
5.2 License Restrictions. You are not allowed to:
(a) Copy, share, display, perform, or make new versions of the Service;
(b) Change the Service in any way;
(c) Interfere with any features of the Service, including security or access controls; or
(d) Use the Service if the law prevents you from using the Service.
5.3 Feedback. We appreciate your feedback. If you provide suggestions or comments about the Service, then you hereby grant Arboretum Clinical an unrestricted, perpetual, irrevocable, non-exclusive, fully paid-up, royalty-free right and license (with the right to sublicense through multiple tiers) to exploit such feedback in any manner and for any purpose, including to improve the Service and create other products and services. We don’t have to give you credit for your feedback.
5.4 Ownership; Proprietary Rights. The Service is owned and operated by Arboretum Clinical. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, biological sample collection kits, and all other elements of the Service provided by Arboretum Clinical (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Arboretum Clinical or its third-party licensors. Unless we expressly authorize it, you may not resell, distribute, transfer, or otherwise make use of the Materials, including any biological sample collection kits. There are no implied licenses in these Terms and Arboretum Clinical reserves all rights to the Materials not granted expressly in these Terms.
5.5 User Content Generally. Certain features of the Service may permit users to upload or share content to the Service, including survey responses and demographic information (“User Content”). User Content does not include Your Health Information and the applicable terms regarding Your Health Information are detailed in Section 3.2 (Genetic Counseling). You retain any copyright and other proprietary rights that you may hold in the User Content that you provide to the Service, but you give us permission to use it as explained in these Terms.
5.6 Limited License Grant to Arboretum Clinical – User Content and Your Health Information. By providing User Content to or via the Service, you grant Arboretum Clinical a worldwide, non-exclusive, irrevocable, royalty-free, fully-paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, reproduce, modify, create derivative works of, and distribute your User Content, in whole or in part, for the purpose of providing the Service hereunder, developing and improving our other products and services, or otherwise as allowed by law. You hereby grant us the right to analyze, modify, and compile User Content and Your Health Information into anonymized and aggregated data sets, including the right to share these aggregated data sets with third parties in a manner that does not identify individual users. You acknowledge that aggregated data may be used for research, analysis, and other business purposes as allowed under applicable law, in each instance whether now known or hereafter developed. Without limiting the foregoing, you acknowledge and agree that all Generated Data (as defined in Section 3) is the sole and exclusive property of Arboretum Clinical. Arboretum Clinical retains all right, title, and interest in and to all Generated Data, including all raw sequencing data, intermediate analytical data, pedigree chart outputs, clinical interpretations, audio and video recordings of counseling or consultation sessions, and reports produced in connection with the Service. Arboretum Clinical may use Generated Data for any lawful purpose, including without limitation: (i) internal research, development, and validation of tests and services; (ii) training, development, testing, and improvement of artificial intelligence, machine learning, and other algorithmic or computational models, including at the individual level; (iii) development and improvement of Arboretum Clinical’s products, services, and technologies; (iv) scientific research, publication, and collaboration (in de-identified or aggregated form); and (v) quality assurance, regulatory compliance, laboratory accreditation, and use as reference or control materials for test development and validation. Arboretum Clinical may transfer or make available de-identified or aggregated Generated Data to healthcare partners, research collaborators, or other third parties for any lawful purpose. Arboretum Clinical may transfer Generated Data in identified form only to organizations that maintain safeguards consistent with HIPAA requirements, pursuant to a separate partnership, research, or data-sharing agreement. Arboretum Clinical may also disclose limited identifiable information to authorized third parties solely for the purpose of tokenization and record linkage.
5.7 Without limiting the foregoing, you acknowledge and agree that all Generated Data (as defined in Section 3 (Description of Services)) is the sole and exclusive property of Arboretum Clinical. Arboretum Clinical retains all right, title, and interest in and to all Generated Data, including all raw sequencing data, intermediate analytical data, pedigree chart outputs, clinical interpretations, audio and video recordings of counseling or consultation sessions, and reports produced in connection with the Service. Arboretum Clinical may use Generated Data for any lawful purpose, including without limitation: (i) internal research, development, and validation of tests and services; (ii) training, development, testing, and improvement of artificial intelligence, machine learning, and other algorithmic or computational models, including at the individual level; (iii) development and improvement of Arboretum Clinical’s products, services, and technologies; (iv) scientific research, publication, and collaboration (in de-identified or aggregated form); and (v) quality assurance, regulatory compliance, laboratory accreditation, and use as reference or control materials for test development and validation. Arboretum Clinical may transfer or make available de-identified or aggregated Generated Data to healthcare partners, research collaborators, or other third parties for any lawful purpose. Arboretum Clinical may transfer Generated Data in identified form only to organizations that maintain safeguards consistent with HIPAA requirements, pursuant to a separate partnership, research, or data-sharing agreement, as well as applicable informed consent forms. Arboretum Clinical may also disclose limited identifiable information to authorized third parties solely for the purpose of tokenization and record linkage.
5.8 You Must Have Rights to the Content You Provide; User Content Representations and Warranties. You must not provide User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Arboretum Clinical disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:
(a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Arboretum Clinical and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 5 (User Content and Rights), in the manner contemplated by Arboretum Clinical, the Service, and these Terms;
(b) your User Content, and the use thereof, does not and will not: (i) infringe or violate any third-party rights, including copyrights, trademarks, patents, moral rights, privacy rights, or any other intellectual property or proprietary rights; (ii) violate any laws or regulations, including defamation, privacy, or publicity laws; (iii) require Arboretum Clinical to pay any fees, royalties, or obtain any further permissions or licenses from any third party; or (iv) cause any legal disputes with third parties related to your User Content; and
(c) your User Content could not be deemed by a reasonable person to be offensive, defamatory, obscene, harassing, or inappropriate in any other way.
5.9 User Content Disclaimer. We are not responsible for controlling or editing User Content that you or other users provide to the Service and will not be in any way responsible or liable for User Content. At any time and without prior notice, we may screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Arboretum Clinical with respect to User Content. For clarity, Arboretum Clinical does not permit infringing activities on the Service.
5.10 Monitoring Content. Arboretum Clinical does not control and is not required to monitor: (a) User Content; (b) third-party content; or (c) the use of the Service by users. You agree that we have the right to monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time we choose to monitor the content, then we still assume no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Arboretum Clinical may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who provided such User Content to the Service or to any other users of the Service.
6. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
(a) use the Service for any illegal purpose or in violation of any law;
(b) access or use the Service for advertising or promotional purposes;
(c) violate or encourage others to violate someone else’s rights, including intellectual property rights;
(d) access or use the Service in any manner not authorized under these Terms;
(e) if you are a Healthcare Affiliate, submit any information to the Service for which you do not have all necessary consents or authorizations as required by applicable law and these Terms;
(f) use the Service to disclose or obtain another person’s personal information, or collect information about other users of the Service, without the necessary consents or authorizations as required by applicable law and these Terms;
(g) use the Service for investigative forensic genealogy purposes;
(h) access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Arboretum Clinical;
(i) interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use of any content, except that users and Healthcare Affiliates may copy, print or export content through functionality expressly provided by the Service (such as pedigree charts generated by the Pedigree Software); or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
(j) interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
(k) commit fraud, such as impersonating someone, accessing an account without permission, or lying about your identity or age;
(l) sell or otherwise transfer the access granted under these Terms or any right or ability to view, access, or use any Materials; or
(m) attempt to do any of the acts described in this Section 6 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 6 (Prohibited Conduct).
7. Fees and Billing. You may be required to pay fees in connection with your use of the Service. For individual users, fees apply to Genetic Testing and Genetic Counseling services. Individual users are not charged for access to the software platform for test ordering, resulting, or payment processing. For more information on individual financial responsibility, see the financial responsibility information in the informed consent form applicable to your elected service (for Genetic Testing, see Arboretum Clinical’s Clinical Informed Consent for Genetic Testing webpage; and for Genetic Counseling, see the Arboretum Clinical Informed Consent for Genetic Counseling). Healthcare Affiliates and institutional users may be required to pay license fees for access to certain software features of the Service as set forth in the applicable partnership or license agreement.
7.1 Fees. You may be required to pay fees in connection with your use of the Service. For individual users, fees apply to Genetic Testing and Genetic Counseling services. Individual users are not charged for access to the software platform for test ordering, resulting, or payment processing. For more information on individual financial responsibility, see the financial responsibility information in the informed consent form applicable to your elected Service (for Genetic Testing, see Arboretum Clinical’s Clinical Informed Consent for Genetic Testing webpage; and for Genetic Counseling, see the Arboretum Clinical Informed Consent for Genetic Counseling). Healthcare Affiliates and institutional users may be required to pay license fees for access to certain software features of the Service as set forth in the applicable partnership or license agreement.
7.2 Billing. Arboretum Clinical uses a third-party payment processor (the “Payment Processor”) to bill you for any applicable fees through a payment account linked to your account on the Service (your “Billing Account”). The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Block, Inc. (which does business as Square) as our Payment Processor. You can access Square’s terms of service at https://squareup.com/us/en/legal/general/ua. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing a Service that requires you to pay a fee to Arboretum Clinical, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any such Service in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
7.3 No Refunds. Except as may be required by applicable law or expressly set forth herein, payments are non-refundable and there are no refunds or credits for partially used Services.
7.4 Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
7.5 Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, DEBIT CARD NUMBER, CREDIT CARD NUMBER, OR CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH YOUR USER ACCOUNT SETTINGS.
7.6 Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges.
8. Communications.
8.1 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy (as defined below). Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
8.2 Text Messaging. You agree that Arboretum Clinical and those acting on its behalf may send you text (SMS) messages at the phone number you provide. These messages may include: (a) operational messages about your use of the Service, including clinical and operational communications described in Section 8.4.1; (b) information about research studies, clinical trials, research opportunities, and products or services offered by Arboretum Clinical, its affiliates, or third-party partners that Arboretum Clinical believes may be relevant to you, provided that such communications are sent by Arboretum Clinical and your contact information is not shared with the third party without your consent; and (c) promotional messages regarding products or services offered by third parties. Messages in categories (a) and (b) are a core part of the Service and will continue for as long as you maintain an active account. Promotional messages in category (c) will only be sent if you have provided your prior express consent, which you may revoke at any time by replying STOP to the number from which you are receiving the messages, by updating your preferences in your account profile, or by emailing support@arboretumclinical.com. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier.
8.3 Email. Arboretum Clinical may send you emails including: (a) operational messages about your use of the Service, including clinical and operational communications described in Section 8.4.1; (b) information about research studies, clinical trials, research opportunities, and products or services offered by Arboretum Clinical, its affiliates, or third-party partners that Arboretum Clinical believes may be relevant to you, provided that such communications are sent by Arboretum Clinical and your contact information is not shared with the third party without your consent; and (c) promotional messages regarding products or services offered by third parties. Messages in categories (a) and (b) are a core part of the Service and will continue for as long as you maintain an active account. Promotional emails in category (c) will only be sent if you have provided your prior express consent, which you may revoke at any time by following the unsubscribe instructions in the email, by updating your preferences in your account profile, or by emailing support@arboretumclinical.com.
8.4 Recontact. You acknowledge and agree that Arboretum Clinical may contact you based on findings, insights, or other information derived from or related to your use of the Service, including but not limited to your Genetic Testing results, Genetic Counseling sessions, pedigree or family history data, Your Health Information, Generated Data, de-identified or aggregated analyses, reclassifications of genetic variants, new scientific evidence, or any other information that Arboretum Clinical determines may be relevant to you. Communications from Arboretum Clinical are categorized as follows:
(a) Clinical and Operational Communications (No Opt-Out). Arboretum Clinical may send you communications that are directly related to the clinical Services you have received or are receiving, including: updated or revised clinical interpretations of your Genetic Testing results; reclassifications of genetic variants or changes in clinical significance; safety notices; and other communications that Arboretum Clinical determines are necessary to fulfill its clinical obligations to you. You acknowledge that these communications are an integral part of the Service and may not be opted out of while your account remains active.
(b) Research and Informational Communications (No Opt-Out). Arboretum Clinical may send you communications regarding: research studies, clinical trials, or other research opportunities for which you may be eligible, whether sponsored by Arboretum Clinical, its affiliates, or third-party research partners; new or existing products and services offered by Arboretum Clinical that may be relevant to you; healthcare services, treatment options, or care management opportunities; and other health, research, or wellness information that Arboretum Clinical reasonably believes may be of interest to you. You acknowledge that these communications are a core part of the Service and will continue for as long as you maintain an active account.
9. Indemnity; Disclaimers; Limitation of Liability.
9.1 Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Arboretum Clinical, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Arboretum Clinical Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
9.2 Disclaimers; No Warranties by Arboretum Clinical.
(a) THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ARBORETUM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ARBORETUM DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ARBORETUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ARBORETUM ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE ARBORETUM ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
9.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 9 (INDEMNITY; DISCLAIMERS; LIMITATION OF LIABILITY) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Arboretum Clinical does not disclaim any warranty or other right that Arboretum Clinical is prohibited from disclaiming under applicable law.
9.4 Limitation of Liability.
(a) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ARBORETUM ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ARBORETUM ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
(b) EXCEPT AS PROVIDED IN SECTIONS 10.5 (COMMENCING ARBITRATION) AND 10.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ARBORETUM ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (i) THE FEES PAID TO ARBORETUM BY YOU (IF ANY) IN CONNECTION WITH THE SERVICE DURING THE ONE-YEAR PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR (ii) US$100.
(c) EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 9.4 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10. Dispute Resolution and Arbitration.
10.1 Generally. Except as described in Section 10.2 (Exceptions) and 10.3 (Opt-Out), you and Arboretum Clinical agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims 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. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ARBORETUM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
10.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim.
10.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 10 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Arboretum Clinical, LLC, Attention: Legal Department – Arbitration Opt-Out, 91 First Street, No. 425024, Cambridge, MA 02141 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Arboretum Clinical receives your Opt-Out Notice, this Section 10 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 12.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
10.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. 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 Arboretum Clinical.
10.5 Commencing Arbitration. Before initiating arbitration, a party 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 that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Arboretum Clinical’s address for Notice of Arbitration is: Arboretum Clinical, LLC, 91 First Street, No. 425024, Cambridge, MA 02141. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) 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 of Arbitration is received, you or Arboretum Clinical may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Arboretum Clinical will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Arboretum Clinical has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the 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 and the other party may seek reimbursement for any fees paid to AAA.
10.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Arboretum Clinical must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. 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.
10.6 Arbitration Relief. Except as provided in Section 10.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Arboretum Clinical before an arbitrator was selected, Arboretum Clinical will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (i) for judicial review expressly permitted by law or (ii) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
10.8 No Class Actions. YOU AND ARBORETUM 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 Arboretum Clinical 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.
10.9 Modifications to this Arbitration Provision. If Arboretum Clinical makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Arboretum Clinical’s address for Notice of Arbitration, in which case your account with Arboretum Clinical will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.
10.10 Enforceability. If Section 10.8 (No Class Actions) or the entirety of this Section 10 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Arboretum Clinical receives an Opt-Out Notice from you, then the entirety of this Section 10 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 12.2 (Governing Law) will govern any action arising out of or related to these Terms.
11. Term, Termination, and Modification of the Service.
11.1 Term. These Terms are effective beginning when you accept the Terms or first access or use the Service and ending when terminated as described in Section 11.2 (Termination).
11.2 Termination. If you violate any part of these Terms, then these Terms automatically terminate and you may no longer access or use the Service. In addition, Arboretum Clinical may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account by contacting customer service at support@arboretumclinical.com or following the directions in the Service to terminate your account.
11.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; and (c) Sections 3.2 (Genetic Counseling), 5 (User Content and Rights), 6 (Prohibited Conduct), 9 (Indemnity; Disclaimers; Limitation of Liability), 10 (Dispute Resolution and Arbitration), 11.3 (Effect of Termination), 12 (General Terms), and 13 (Privacy Policy) will survive. You are solely responsible for retaining copies of any User Content or Your Health Information you provide to the Service since upon termination of your account, you may lose access rights to any User Content or Your Health Information you provided to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address, or other forms of account verification.
11.4 Modification of the Service. Arboretum Clinical reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Arboretum Clinical will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content and Your Health Information that you provided to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content or Your Health Information that you provided to the Service.
12. General Terms.
12.1 General. These Terms, including the Privacy Policy (as defined below), Additional Terms, including any applicable informed consent forms provided by Arboretum Clinical in connection with any Service, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Arboretum Clinical regarding your use of the Service. 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 our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to Your Health Information and your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
12.2 Governing Law. These Terms are governed by the laws of the Commonwealth of Massachusetts without regard to conflict of law principles. You and Arboretum Clinical submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Suffolk County, Massachusetts for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Massachusetts, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
12.3 Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service. However, notwithstanding the foregoing, the Privacy Policy may only be modified as set forth in the Privacy Policy, and any informed consent form signed by you in connection with any Service may only be modified by a written agreement signed by you (or your authorized representative) and an authorized representative of Arboretum Clinical. Except as expressly permitted in this Section 12.3 (Modification of Terms), these Terms may be amended only by a written agreement signed by you (or your authorized representative) and an authorized representative of Arboretum Clinical.
12.4 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
12.5 Independent Contractors. Your relationship to us is that of an independent contractor, and nothing contained in this Agreement should be construed to give you the power to (a) act as an agent or (b) direct or control the day-to-day activities of us.
12.6 Support. Support for the Service can be reached at support@arboretumclinical.com. Our help desk operates from 9:00 a.m. to 5:00 p.m. Eastern Time-US, Monday through Friday, excluding federal and state holidays. For Healthcare Affiliates, additional support terms may be set forth in the applicable partnership agreement.
12.7 International Use. The Service is intended for persons located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
13. Privacy Policy. Please read the Arboretum Clinical Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information.
14. Third-Party Terms.
14.1 Third-Party Services and Linked Websites. Arboretum Clinical may provide tools through the Service that enable you to export information, including User Content and Your Health Information, to third-party services. By using one of these tools, you hereby authorize Arboretum Clinical to transfer that information to the applicable third-party service. Third-party services are not under Arboretum Clinical’s control, and, to the fullest extent permitted by law, Arboretum Clinical is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites and mobile applications (“Linked Third-Party Services”). Linked Third-Party Services are not under Arboretum Clinical’s control, and Arboretum Clinical is not responsible for their content. Arboretum Clinical disclaims any and all liability in connection with third-party services. Arboretum Clinical disclaims all representations and warranties related to third-party services. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content, Your Health Information, or any other information with such third-party services. Once sharing occurs, Arboretum Clinical will have no control over the information that has been shared.
14.2 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
15. Contact Us. The Service is offered by Arboretum Clinical, LLC, located at 91 First Street, No. 425024, Cambridge, MA 02141. You may contact us by sending correspondence to that address or by emailing us at support@arboretumclinical.com.