TERMS OF SERVICE

Effective date: July 24, 2017



HELIX AND THE HELIX PLATFORM

At Admera Health, we deliver comprehensive personalized medicine through multiple-gene, targeted DNA panel testing or through interpretation of genes/gene panels sequenced by partner laboratories such as Helix. The Admera genetic testing that is available through the Helix Platform uses portions of your Genetic Information as stored by Helix. For more details about Helix, please see Helix’s Terms of Service.


ACCEPTANCE OF TERMS RESPONSIBILITY

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. YOU, MEANING YOURSELF, ANY DELEGATE OR INDIVIDUAL AUTHORIZED TO ACT ON YOUR BEHALF OR AN ENTITY WITH WHICH YOU ARE AFFILIATED (collectively "YOU" or "You"), ACKNOWLEDGE THAT EACH TIME YOU USE THE SERVICE, ACCESS AND/OR BROWSE THIS WEBSITE OR ITS CONTENT THAT:

  1. YOU HAVE READ AND UNDERSTAND ALL OF THESE TERMS AND CONDITIONS;

  2. YOU AGREE TO BE BOUND BY ALL OF THESE TERMS OF SERVICE;

  3. THESE TERMS OF SERVICE ARE THE LEGAL EQUIVALENT OF A SIGNED, WRITTEN CONTRACT BETWEEN YOU AND ADMERA HEALTH; AND

  4. YOU HAVE FULL AUTHORITY TO BIND YOUR ENTITY TO ALL OF THESE TERMS OF SERVICE. IF YOU ARE NOT WILLING TO BE OR CANNOT BE BOUND BY ALL OF THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE PRECEDING AGREEMENT AND ACKNOWLEDGEMENT, THEN DO NOT ACCESS, BROWSE OR USE THIS WEBSITE OR ANY OF ITS CONTENT. MOREOVER, ADMERA HEALTH DOES NOT AND WILL NOT GRANT YOU ANY RIGHT OR LICENSE TO ACCESS, BROWSE OR USE THIS WEBSITE OR ITS CONTENT WITHOUT YOUR WILLINGNESS AND ABILITY TO BE BOUND BY ALL OF THE TERMS OF SERVICE OF THIS AGREEMENT.


WEBSITE

Admera Health, LLC maintains the Admera Health Website. The Website has been designed to provide general information about Admera Health and its products and services. By using and/or visiting this Website, you acknowledge that you have read, understood, and agree to be bound by the Terms, including our Privacy Policy. If you do not agree to these terms, do not use this Website.

The information on this Website is provided solely on an "AS IS", "WHERE IS", and "AS AVAILABLE" basis. Admera Health does not provide investment or medical advice via this Website, nor does it provide instruction on the appropriate use of products produced, supplied or under development by Admera Health, its affiliates, related companies or its licensors or joint venture partners. Access and use of the Website is subject to the terms and conditions set forth herein and all applicable laws, statutes and/or regulations. Admera Health does not, by or through this website, offer for sale any products or services to consumers. Tests available for requisition by Admera Health are diagnostic tests that can only be ordered by an authorized healthcare provider.


KEY TERMS AND DEFINITIONS

Account Information: Any data that helps to set up or maintain your Admera account. These data include your name, email address, username, and password.

Authorized Users: A person allowed to manage an account.

Genetic Information: Your sequenced DNA. Helix shares portions of it with us (with your consent) so that we can offer you Admera’s menu of genetic tests.

Hosted Services: Outsourced information technology (IT) systems and functions. A hosted service provider owns and oversees infrastructure, software and administrative tasks and makes the system available to clients, usually over the Internet.

Personal Information: All of the data you have shared with us. These data combine your Account, Genetic, Protected Health, and Self Reported Information.

Protected Health Information: Any information in a medical record that can be used to identify an individual, and that was created, used, or disclosed in the course of providing a health care service, such as a diagnosis, prognosis, risk assessment or treatment.

Self-Reported Information: Any details about yourself that you share with us. It may include age, ethnicity, lifestyle (for example: active, couch potato, healthy eater, comfort food eater etc…), and sex.



PROPRIETARY RIGHTS

The Service is owned and operated by Admera Health. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), bioinformatics pipeline, specimen collection, and all other elements of the Service ("Materials") provided by Admera Health are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Service are the property of Admera Health or our third-party licensors. Except as expressly authorized by Admera Health, you may not make any other for further use of the Materials. Admera Health reserves all rights to the Materials not granted expressly in these Terms.


ELIGIBILITY

You must be at least eighteen (18) years of age to submit a sample. You must be at least eighteen (18) to access the Site. By agreeing to these Terms, you represent and warrant: (i) that you are at least eighteen (18) years of age; (ii) that, if you provide a DNA sample, you are at least eighteen (18) years of age; and (iii) that your registration and your use of the Service is in compliance with any and all applicable laws and regulations. Admera's products offered on the Helix Platform are the Inherited Diabetes Test, the Inherited Cholesterol Test and the Sudden Cardiac Death Risk Test. Admera's products offered through Helix are not available outside the US. They are also not available to residents of the State of New York. All of Admera's other product lines are available outside the US.



Data Sharing and Use

You agree to allow Admera Health LLC to share your health information, including health history answers, profile information, laboratory test values, results, and other relevant information with our third party physician and genetic counselor network whose physicians and genetic counselors provide physician test review, authorization, outreach, genetic counseling, and related services in connection with the tests. I authorize Admera’s physician network to use such information for the purpose of providing such services. For the avoidance of doubt, such information may be disclosed by and among Admera Health, LLC, its physician network, and its affiliates, agents, and representatives, including, without limitation, its physicians, genetic counselors, their staff, and others designated to support the services, including its administrative services provider for the purpose set forth above.


PAYMENT

You may be required to pay a fee to receive Services. All fees are in U.S. Dollars. If you decide that you no longer want the Service, you will receive a refund on the purchasing card, if applicable, less fees paid to cover the cost of any third party vendor that has been utilized during the process such as to approve your test. We will be unable to process a refund once our lab has received your sample information and we have issued a report. This policy is applicable to both new and returning customers. You understand and agree that $20 of the total fee for the Inherited Cholesterol and Inherited Diabetes Test and $25 of the total fee for the Cardio Scout test will be collected by Admera Health on behalf of Admera’s physician network for administrative costs to assess your information and determine if the test is appropriate for you. An additional portion of the total fee for each test will be collected by Admera Health on behalf of Admera’s physician network for genetic counselor services.


INSURANCE

Admera Health products offered on the Helix Platform will not be eligible for reimbursement through insurance. If you desire to file a claim with an insurance company to pay the fees for any other Admera product outside the Helix Platform, you must contact the insurer directly. Obtaining any reimbursement will be your sole responsibility. In the event you are able to submit a claim to your insurer, you authorize Admera Health to release whatever information is necessary for your insurer to process the claim.


INDEMNITY

You agree that you will be responsible for your use of the Service, and you agree to defend, indemnify, and hold harmless Admera Health and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents, including Admera’s physician network (collectively "Admera Health Entities") from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Service, or (ii) your violation of these Terms or any representation, warranty or agreements referenced herein, or any applicable law or regulation. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.


SITE USEAGE

In using this Site, you agree not to:

  1. Send or otherwise transmit to or through this Website or to us through email any confidential information without proper authorization to disclose;

  2. Send or otherwise transmit any unlawful, infringing, harmful, harassing, defamatory, threatening, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to this Website or computers of any kind, and any unsolicited advertising, solicitation or promotional materials;

  3. Misrepresent your identity or affiliation in any way;

  4. Use this Website to disclose or obtain another's personal information, or collect information about users of this Website;

  5. Gain unauthorized access to this Website, or assist others to gain unauthorized access, or to disclose users' names or personally identifiable information, or to gain or provide unauthorized access to other computers or Websites connected or linked to this Website;

  6. Launch or use any automated system, including without limitation, "robots," "spiders," or "offline readers," that access this Website in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;

  7. Send or otherwise transmit to or through this Website or to us through email chain letters, unsolicited messages, so-called "spamming" or "phishing" messages, messages marketing or advertising goods and services;

  8. Transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment;

  9. Assist or permit any persons in engaging in any of the activities described above.

You must exercise caution, good sense and sound judgment in using this Website. You are prohibited from violating, or attempting to violate, the security of this Website. Any such violations may result in criminal and/or civil penalties against you. Admera Health will investigate any alleged or suspected violations and if a criminal violation is suspected, we will cooperate with law enforcement agencies in their investigations.


USER IDS AND PASSWORDS

Access to certain areas of the Website limited by a user identifier ("User ID") and password, which are selected and/or supplied as part of the registering for a service account with Admera Health ("Admera Health Account"). By registering, You represent, warrant and covenant that: (i) You are at least 18 years of age; (ii) You are using Your actual identity or pseudonym that is associated with You; (iii) You have provided only true, accurate, current and complete information about You during the registration process; and (iv) You will maintain and promptly update the information that You provide to keep it true, accurate, current and complete.

By logging onto the Website using any password, You represent, warrant and covenant that You are authorized to use such password and to engage in the activities that You conduct thereunder. You agree that You will be solely responsible for the maintenance and security of Your User ID and password. You also agree that You will be solely responsible for any activities conducted on or through the Website using Your User ID and password. User IDs and passwords are personal and unique to each individual user. You agree not to transfer a User ID and password to any third party except as may be required for a healthcare professional to act for or advise You in consideration of the treatment, advice or care You may receive.

Admera Health reserves the right to deny or revoke access to the Website, or any part thereof, at any time in our sole discretion, with or without cause. If You wish to cancel a password, or if You become aware of any loss, theft or unauthorized use of a password, please notify Admera Health immediately by contacting Admera Health at 844 423-6372.


NO WARRANTIES

THE SERVICE, ALL MATERIALS AND/OR RELATED CONTENT INCLUDED IN THE SERVICE ARE PROVIDED ON AN "AS IS," "WHERE IS", AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ADMERA HEALTH AND ANY OF ITS AFFILIATES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AS WELL AS ALL MATERIALS AND/OR CONTENT AVAILABLE FOR, THROUGH OR IN CONNECTION WITH THE SERVICE, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE AS WELL AS ANY MATERIALS AND/OR CONTENT AVAILABLE FOR, THROUGH OR IN CONNECTION WITH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE ADMERA HEALTH ENTITIES, AS DEFINED ABOVE, OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM USE OF OR ACCESS TO THE SERVICE.

ADDITIONALLY, BY USING THIS SERVICE YOU ACKNOWLEDGE THAT SERVICES RENDERED WILL BE BASED ON INFORMATION PROVIDED BY YOU AND THAT YOU ARE FULLY RESPONSIBLE FOR THE ACCURACY OF THIS INFORMATION. YOU AGREE THAT ADMERA HEALTH HAS NO OBLIGATION TO ENSURE THE CONFIDENTIALITY OR PRIVACY OF INFORMATION THAT YOU SEND INDEPENDENTLY TO YOUR HEALTHCARE PROVIDER.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. IN SUCH EVENT AND ONLY TO THE EXTENT THAT A DISCLAIMER OF WARRANTIES DOES NOT APPLY TO YOU WILL THIS TERM BE AFFECTED. THE SAME WILL NOT INVALIDATE ANY OTHER TERM OR CONDITION CONTAINED IN THE TERMS OF SERVICE WHICH SHALL OTHERWISE REMAIN IN FULL FORCE AND EFFECT.

The services, including physician network’s services, are subject to the following conditions: (a) they are provided solely for informational purposes, and do not constitute treatment or diagnosis of any condition, disease or illness, or otherwise constitute the practice of medicine; (b) they do not replace your existing primary care or other relationship with your physician; (c) physicians and genetic counselors do not and will not prescribe or order any drugs or medication; (d) they are for your personal use; (e) they are not being used as a substitute for the care, medical advice or treatment provided by your primary care or other personal physician; (g) you are requesting or consenting to the request for the services, voluntarily without influence of another party; (h) any advice or consultation provided as part of the services shall not constitute a treatment decision; (i) test results and any advice and consultation provided as part of the services will need to be integrated by the your personal physician into a personalized treatment and healthcare plan; and (j) you are solely responsible for forwarding the test results to your primary care or other personal physician and for initiating follow up with their primary care or other personal physician for care, diagnosis, medical treatment or to obtain an interpretation of the laboratory test results.


LIMITATION OF LIABILITY

IN NO EVENT WILL ADMERA HEALTH ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO ACCESS TO, USE OF, OR AN 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, WHETHER OR NOT THE ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE ADMERA HEALTH ENTITIES FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE), OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO THE GREATER OF (i) THE PRICE YOU PAID FOR THE SERVICE GIVING RISE TO LIABILITY OR (ii) $50 USD.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH EVENT AND ONLY TO THE EXTENT THAT AN EXCLUSION OR LIMITATION OF LIABILITY DOES NOT APPLY TO YOU WILL THIS TERM BE AFFECTED. THE SAME WILL NOT INVALIDATE ANY OTHER TERM OR CONDITION CONTAINED IN THE TERMS FOR SERVICE WHICH SHALL OTHERWISE REMAIN IN FULL FORCE AND EFFECT.



DISPUTE RESOLUTION AND ARBITRATION

Except for any disputes relating to intellectual property rights, obligations, or any infringement claims, any disputes with Admera Health arising out of or relating to the Terms ("Disputes") shall be governed by New Jersey law regardless of your state or country of origin or where you access Admera Health, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in New Jersey, in English, with a written decision stating legal reasoning issued by the arbitrator(s) at either party's request, and with arbitration costs and reasonable documented attorneys' costs of both parties to be borne by the party that ultimately loses. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.

This Site is controlled and operated Admera Health, LLC. Admera Health makes no representation that materials in the Website are appropriate or available for use in all locations worldwide. In all cases, You are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Access to this Website from jurisdictions where the contents of this Website are illegal or penalized is prohibited.


INTELLECTUAL PROPERTY

It is the policy of Admera Health to enforce its intellectual property rights to the fullest extent permitted by law. All product names, regardless of whether or not they appear in large print or with a trademark symbol, are the trademarks and service marks of Admera Health, its affiliates, related companies or its licensors or joint venture partners, unless otherwise noted. All content of the Website, including any images or text, is protected by U.S. and foreign copyright laws and may not be distributed, downloaded, modified, reused, reposted or otherwise used except that users may view, use and download a single copy of this Website for a user’s personal-informational, non-commercial use. Except as provided herein, no part of any content or software on this Website may be copied, downloaded or stored in a retrieval system for any other purpose, nor may it be redistributed for any purpose, without the express written permission of Admera Health. The use or misuse of Admera Health's trademarks, service marks copyrights or other materials, except as permitted herein, is expressly prohibited and may be a violation of copyright law, trademark law, communications regulations and statutes and other laws, statutes and/or regulations.


COLLECTION AND FURTHER USE YOUR INFORMATION

We may monitor the use of this Service by collecting and then de-identifying information. Data collection may occur through the use of cookies (Privacy Policy). We may alternatively collect information about the number of page views for this Website or to click-throughs to each web page as well as the originating domain name of a user’s Internet Service Provider. This information may be used to understand the visitor's use of the Website and Services. We will have no means reasonably available to us to ascertain the identity of individual users from aggregated information.

In order to obtain Services, You will voluntarily submit sensitive personal information such as Personal Information and Protected Health Information (see above). By accepting our Product Consent, You consent to us processing your sensitive personal data for the purpose of providing Your Results, and for any other purpose contemplated by the Service (Privacy Policy). Each product will have its own consent to ensure Your understanding of the protections provided to Your sensitive personal information.

In the event that legal process requires, You give us permission to disclose personal data/information in order to comply with a legal or regulatory obligation, as described in our Privacy Policy. We will notify you of such disclosures when we are legally allowed to do so.

We will keep your data only for as long as is reasonably needed for the purposes set forth in these Terms of Service and in accordance with any applicable legal or ethical reporting or documentation retention requirements.


TERMINATION

Admera Health may terminate Your use of this Website or any of our features or Services at any time and for any reason without notice for conduct violating these Terms. Upon any such termination, You must destroy all content obtained from this Website and all copies thereof. The provisions of these Terms concerning or applicable to You, as well as Website security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitations of liability, indemnities and jurisdictional issues in connection with You or for which you may be involved shall survive any such termination. If use of this Website is terminated pursuant to these Terms, You will not attempt to use this Website under any name, real or assumed, and further agree that if You violate this restriction after being terminated, You indemnify and hold us harmless from any and all liability that we may incur therefore.

You can delete Your account by calling 1-844-4ADMERA or 1-844-423-6372 (toll free), emailing clientcare@Admera Health.com, or sending us a message using the contact form on our contact us page. We have to keep some of Your data after You delete Your account. Admera will follow Federal and State guidelines for securing and holding Your data.


FORWARD-LOOKING STATEMENTS

This Website may contain forward-looking information. Such information is subject to a variety of significant uncertainties, including scientific uncertainties. Genetics is a field that is evolving quickly. Scientists are always discovering new details about how to interpret DNA data. They are also learning that some previous discoveries are not valid. The Inherited Diabetes Test, the Inherited Cholesterol Test and the Sudden Cardiac Death Risk Test offered through Admera using the Helix Platform are based on the current state of knowledge. As our knowledge improves, the insights that you get from the Inherited Diabetes Test, the Inherited Cholesterol Test and the Sudden Cardiac Death Risk Test may change. The Inherited Diabetes Test, the Inherited Cholesterol Test and the Sudden Cardiac Death Risk Test may also be able to give you new insights based on the same Genetic Information.


THIRD PARTY WEBSITES

Links to third-party websites or pages are provided for convenience only. We do not express any opinion on the content of any third party pages and expressly disclaim liability for all third party information and the use of it. Admera Health’s Privacy Policy ("Policy"), as it may change from time to time, is a part of these terms and conditions for using the Website and is incorporated herein by this reference.


UPDATES

Admera Health may revise or modify these Terms from time-to-time. Such changes, revisions or modifications shall be effective immediately. It is incumbent upon You to be current with the terms of the Website. If you disagree with the Terms, your sole remedy is to discontinue your use of this Website. Any use of this Website by you after shall be deemed to constitute acceptance of the Terms as may be revised from time-to-time.

Admera Health will use reasonable efforts to include accurate and up-to-date information on the Website, however, any information presented on the Website as of a particular date may only be accurate as of the date written below and Admera Health disclaims any responsibility to update such information. Information about companies other than Admera Health contained in news, press releases or otherwise that are posted on the Website should not be relied upon as being provided or endorsed by Admera Health.


SEVERABILITY

If any term or condition in these Terms of Service is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision of these terms and conditions; or the validity or enforceability in other jurisdictions of that or any other provision of the terms and conditions contained in the Terms of Service.


ENTIRE AGREEMENT

You acknowledge that these Terms, together with the Terms & Conditions, represent the entire agreement between you and Admera Health with respect to the Service, and that no other representations or promises, verbal or otherwise, will affect these Terms of Service.


CONTACT INFORMATION

If you have any questions about these Terms, please let us know by calling 1-844-4ADMERA or 1-844-423-6372 (toll free), emailing clientcare@admerahealth.com, or sending us a message using the contact form on our contact us page.