Americord SequenceDNA Terms of Service
“Americord” means Americord Registry LLC, whose principal place of business is at 139 Fulton Street, Suite 707, New York, New York 10038.
“Product Development” means research performed by Americord on its own or in conjunction with third parties with the aim of developing new products. These activities may include commercialization of a new product by Americord on its own or with a third party.
“Child” includes the singular and the plural.
“You” or “Your” or “Yourself” includes you or you on behalf of a person over whom you have legal authority.
“Service” or “Services” means personal genotyping services, including analysis of a biological sample, and access to Americord’s secure client portal. Unless explicitly stated otherwise, any new feature relating to the Service shall be subject to the TOS.
“Personal Information” is information that can be used to identify an individual, either alone or in combination with other information.
“Aggregated Genetic and Volunteered Information” is Genetic and Volunteered Information that has been combined with that of other users or sample donors, and analyzed or evaluated together.
“Genetic Information” is information about genetics generated through processing cord blood or another biological sample.
“Registration Information” is the information You provide when registering for and/or purchasing our Services.
“User Content” is all information, data, text, software, music, audio, photographs, graphics, video, messages, or other materials—other than Genetic Information and Volunteered Information—generated by users of Americord’s SequenceDNA services and transmitted, whether publicly or privately, to or through Americord in connection with those Services whether that information relates to You.
“Volunteered Information” is all information about Yourself, including disease conditions, other health-related information, personal traits, ethnicity, family history, and other information provided to Americord other than Genetic Information, Registration Information, User Content, or Web Behavior Information.
“Web Behavior Information” is information on how You use the Americord SequenceDNA website (e.g. browser type, domains, page views) collected through log files, cookies, and web beacon technology.
2. Acceptance of Terms
Your use of Americord’s SequenceDNA Services is subject to the terms set forth in these Terms of Service (“TOS”). You may not use the Services if You do not accept the TOS on behalf of Yourself and Your use of the Services is subject to this TOS regardless of whether You affirmatively elect to be subject to the TOS. Americord can, and does, offer other services from time to time that are governed by different terms of service.
You may not use the Services and may not accept the TOS if (1) You are not of legal age to form a binding contract with Americord or do not have the legal authority to act on behalf of another for whom Services will be provided, or (2) You are a person barred from receiving the Services under the laws of the jurisdiction in which You are resident or from which You use the Services.
3. The Services
You acknowledge and agree that the Services are provided “AS IS” and are based on the current state of the research and technology in use by Americord at the time of the purchase.
The form and nature of the Services which Americord provides may, at Americord’s sole discretion, change, or may even stop, without prior notice to You. You may stop using the Services at any time. You do not need to specifically inform Americord when You stop using the Services unless You are requesting closure of Your SequenceDNA account. Any person upon whose behalf You are acting may, if they are over the age of eighteen (18), also stop using the Services and close the SequenceDNA account in accordance with this provision.
Americord assumes no responsibility for the use of Services outside the terms of this TOS or other applicable terms.
To use the Services, You must obtain Internet access, either directly or through devices that access web-based content, and pay any associated service fees and provide all appropriate equipment at Your own cost. Americord may set a fixed upper limit on the number of transmissions You may send or receive through the Services or on the amount of storage space used for the provision of any Service at its sole discretion.
4. Genetic Sample
To use SequenceDNA Services, You must agree to allow us to use a portion of any cord blood that You have sent or stored with us. Any sample that remains after testing has been completed will either continue to be stored pursuant to Americord’s Final Storage Agreement or destroyed after the laboratory completes its work, unless the laboratory’s legal and regulatory requirements require it to maintain physical samples.
5. Risks and Considerations
Once You obtain Genetic Information, the knowledge is irrevocable. You should not assume that any information we may be able to provide to You, whether now or as genetic research advances, will be welcome or positive to You. You should also understand that as research advances, in order for You to assess the meaning of the results of the Services in the context of such advances, you may need to obtain further services from Your physician, a genetic counselor, or other healthcare provider.
The laboratory may not be able to process biological samples, and the laboratory process may result in errors. The sole and exclusive remedy in such a case is a complete refund of the amount paid to Americord, less shipping and handling. Even where a sample is processed, a small fraction of the data generated may be uninterpretable or incorrect. Because the possibility of such erroneous results is known in advance, refunds are not due when they occur.
You should not change Your behavior solely on the basis of information from Americord. You should, instead, discuss any Genetic Information with a genetic counselor, or a health professional with special training in genetic conditions. A genetic counselor can help You understand any results and options. While scientific literature may suggest a link between a gene and a trait or issue, there may be unknown genes, environmental factors, or lifestyle choices that are far more influential in determining the occurrence of the trait or issue. If the data provided by Americord does not indicate a link between a particular gene and a trait or issue, that does not mean You will not necessarily develop the related trait or issue. The opposite is also true; if the data provided by Americord indicates a link between a particular gene and a trait or issue, it does not mean You will definitively have the trait or issue reported.
Genetic research is not comprehensive. The research community is rapidly learning more about genetics and our reports rely on published studies, some of which may not be relevant to You. Future scientific research may change the interpretation of Your DNA and may show previous research to be incomplete or inaccurate. Moreover, Americord makes no representation or warranty that its survey is comprehensive or that other relevant publications do not exist, including publications that are inconsistent with those cited by Americord. You are encouraged to conduct Your own independent research and consult with a healthcare professional.
Genetic Information You share with others could be used against Your interests. You should be careful about sharing Genetic Information with others. Currently, very few businesses or insurance companies request genetic information, but this could change in the future. While the Genetic Information Nondiscrimination Act (GINA) was signed into law in the United States in 2008, its protection against discrimination by employers and health insurance companies for employment and coverage issues has not been clearly established. In addition, GINA does not cover life, long-term care, or disability insurance providers. Some, but not all, states and other jurisdictions have laws that protect individuals with regard to their Genetic Information. You may want to consult a lawyer to understand the extent of legal protection of Genetic Information before You share it with anybody or before using Americord’s Services. Americord makes no representations or warranties regarding the state of any relevant law, You expressly agree that You are not relying on Americord for legal advice, and You represent and warrant that You have been given the opportunity to consult with counsel regarding Your rights with respect to Genetic Information.
Furthermore, Genetic Information that You choose to share with Your physician or other healthcare provider may become part of Your medical record and through that route be accessible to other healthcare providers and/or insurance companies in the future. Genetic Information that You share with family, friends or employers may be used against Your interests. Even if You share Genetic Information that has no or limited meaning today, that information could have greater meaning in the future as new discoveries are made. It is possible that other disclosure obligations exist and You are encouraged to consult with legal counsel to determine the scope of such obligations and the penalties that may apply in the event of non-compliance with such obligations. Americord is not providing legal advice and makes no representations or warranties regarding the scope of existing or future law.
Americord’s Services are for research, informational, and educational use only. We do not provide medical or diagnostic advice. The Services are a literature retrieval service only. This means that Americord provides information indicating whether scientific literature exists suggesting a link between a particular genetic variation and specific trait or issue. Americord has not evaluated the credibility or reliability of the scientific literature cited by Americord and Americord makes no warranty, express or implied, as to the validity of that literature. Moreover, Americord has not conducted any studies, research, or other scientific endeavor to identify any reported links. Americord is relying solely on third-party authored works.
Many of the genetic discoveries that we report have not been clinically validated, and the technology we use to date has not been widely used for clinical testing. The Services are not intended to be used by the customer for any diagnostic purpose and are not a substitute for professional medical advice. You should always seek the advice of Your physician or other healthcare provider with any questions You may have regarding diagnosis, cure, treatment, mitigation, or prevention of any disease or other medical condition or impairment or the status of Your health. Americord does not provide medical advice.
Americord believes that (a) genetics is only part of the picture of any individual’s state of being, (b) the state of the understanding of Genetic Information is rapidly evolving and at any given time we only comprehend part of the picture of the role of genetics, and (c) only a trained physician or other healthcare provider can assess your current state of health or disease, taking into account many factors, including in some cases Your genetics as well as Your current symptoms, if any. Reliance on any information provided by Americord is solely at Your own risk.
6. User Representations
By accessing Americord’s Services, You agree to, acknowledge, and represent as follows:
You understand that information You learn from Americord is not designed to independently diagnose, prevent, or treat any condition or disease or to ascertain the state of Your health in the absence of medical and clinical information. You understand that the Americord Services are intended for research, informational, and educational purposes only. You acknowledge that Americord urges You to seek the advice of Your physician or other healthcare provider if You have questions or concerns arising from Genetic Information.
You give permission to Americord, its contractors, successors and assignees to perform genotyping Services on the DNA extracted from biological samples and You specifically request Americord to disclose the results of analyses performed on that DNA to You and to others You specifically authorize.
You represent that you are eighteen (18) years of age or older or that you have legal authority to consent to DNA testing on behalf of someone under eighteen (18) years of age. Americord shall rely on any representation you make concerning your capacity to consent on behalf of another person and will not undertake any independent investigation to verify that representation. Nonetheless, and notwithstanding the foregoing, Americord reserves the right to refuse to provide Services if, in Americord’s sole discretion, circumstances exist that suggest the person requesting Services on behalf of another does not have authority to do so. You further agree to defend and indemnify Americord, its successor, assigns, employees, and subcontractors from all claims or damages in the event it turns out that you do not have legal authority to consent to DNA testing on behalf of another person.
You are guaranteeing that any sample You provide is Your biological sample; if You are agreeing to these TOS on behalf of a person for whom You have legal authorization, You are confirming that the sample provided will be the sample of that person. If the biological sample has already been collected by Americord, You acknowledge that Americord will take reasonable steps to ensure that the sample processed belongs to You. You acknowledge, however, that errors can be made and You expressly disclaim any liability that might arise in the event Americord processes a sample that does not belong to You.
You are warranting that You are not an insurance company or an employer attempting to obtain information about an insured person or an employee.
You take responsibility for all possible consequences resulting from Your sharing with others access to Genetic Information and any information provided to Americord by You.
You agree that You have the authority, under the laws of the state or jurisdiction in which You reside, to provide these representations on behalf of Yourself. In case of breach of any one of these representations Americord has the right to suspend or terminate Your SequenceDNA account and refuse any and all current or future use of the Services (or any portion thereof) and You will defend and indemnify Americord and its affiliates against any liability, costs, or damages arising out of the breach of the representation.
7. Customer Information; Veracity
In consideration of Your use of the Services, You agree to: (a) provide true, accurate, current, and complete Registration Information about Yourself and/as prompted by the Service; and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. If You provide any information to Americord that is untrue, inaccurate, not current, or incomplete, or if Americord has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, Americord has the right to suspend or terminate Your SequenceDNA account and refuse any and all current or future use of the Service (or any portion thereof).
8. Privacy Statement and Disclosure of Information
Further, You acknowledge and agree that Americord is free to preserve and disclose any and all information You provide to law enforcement agencies or others if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process (such as a judicial proceeding, court order, or government inquiry) or obligations that Americord may owe pursuant to ethical and other professional rules, laws, and regulations; (b) enforce the TOS; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Americord, its employees, its users, its clients, and the public. In such event we will notify You through the contact information You have provided to us in advance, unless doing so would violate the law or a court order. You understand that the technical processing and transmission of the Services, including Personal Information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, or devices. Finally, Americord may, in its sole discretion, restrict access to the Services for any reason.
9. Information Provided to Americord
You acknowledge that all information You provide to Americord, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such information originated. This means that You, and not Americord, are entirely responsible for all information that You upload, post, email, or otherwise transmit via the Service.
10. Intellectual Property
You acknowledge that the Services and content presented to You as part of the Services, whether original Services content or sponsored content within the Services, is protected by copyright and/or other intellectual property rights that are owned by Americord and/or the sponsors who provide that content to Americord (or by other persons or companies on their behalf).
11. Customer Conduct – Unlawful and Prohibited Use
As a condition of Your use of the Services, You warrant to Americord that You will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, or notices. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services. You may not use the Services outside of the country to which Your collection kit was shipped from Americord. Furthermore You agree not to use the Services to: (1) use any information received through the Services to attempt to identify other customers, to contact other customers, or for any forensic use; (2) download any file intended for another user of the Service that you know, or reasonably should know, cannot legally be distributed in such manner; (3) transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights (“Rights”) of Americord or any other party; (4) harm minors in any way; (5) transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (6) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages, Service or other services contained in the site, unless explicitly permitted by Americord; (7) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of Americord’s website or Service; (8) attempt to or actually override any security component of Americord’s website or Services; (9) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; (10) violate the TOS, any code of conduct or other guidelines which may be applicable for any particular area of the Service or have been communicated to You by anyone affiliated with Americord; or (11) intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law.
You acknowledge and agree that You are solely responsible for (and that Americord has no responsibility to You or to any third party for) any breach of Your obligations under the TOS and for the consequences (including any loss or damage which Americord may suffer) of any such breach. In case of breach of any one of these agreements Americord has the right to suspend or terminate Your SequenceDNA account and refuse any and all current or future use of the Services (or any portion thereof) and You will defend and indemnify Americord and its affiliates against any liability, costs, or damages arising out of the breach of the representation.
If You violate the terms of this Section and/or Americord has a reasonable ground to suspect that You have violated the terms of this Section, Americord has the right to suspend or terminate Your SequenceDNA account and refuse any and all current or future use of the Service (or any portion thereof).
12. Material Provided Through The Service
Americord will not, at all times, control all of the information provided via the Service and, as such, does not guarantee the accuracy, integrity, or quality of such non-Americord content, including any scientific literature cited by Americord. You understand that by using the Services, You may be exposed to content that is objectionable. Under no circumstances will Americord be liable in any way for any non-Americord content, including, but not limited to, any errors or omissions in any such content, or for any loss or damage of any kind incurred as a result of the use of any such content provided or otherwise transmitted via the Services.
You acknowledge that Americord and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, review, filter, modify, refuse, or move any content that is available via the Services. Without limiting the foregoing, Americord and its designees shall have the right to remove any content that violates the TOS or is deemed by Americord, in its sole discretion, to be otherwise objectionable. You acknowledge and agree that You must evaluate, and bear all risks associated with the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
13. Your Property Rights
Americord does not claim ownership of the information You provide to Americord or submit to the Service. However, by submitting information, You give Americord, its affiliated companies, sublicensees, and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to publish any information that You submit, on or through the Services. You acknowledge and agree that this license includes a right for Americord to make such information available to other companies, organizations, or individuals with whom Americord has relationships, and to use such information You provide in connection with the provision of those services.
You understand that Americord, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute Your information over various public networks and in various media; and (b) make such changes to Your information as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services, or media. You acknowledge and agree that this license shall permit Americord to take these actions. You represent and warrant to Americord that You have all the rights, power, and authority necessary to grant the above license.
Waiver of Property Rights. As stated above, You understand that by providing any sample, having Your Genetic Information processed, accessing Your Genetic Information, or providing Volunteered Information, You will not acquire any rights in any research or commercial products that may be developed by Americord or its collaborating partners. You specifically understand that You will not receive compensation for any research or commercial products that include or result from Your Genetic Information or Volunteered Information.
You agree to defend and hold Americord, and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns harmless from any claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of information provided by You to Americord, You submit, post to, or transmit through the Service; Your use of the Service; Your connection to the Service; Your violation of the TOS; violation of any rights of another.
15. No Resale of Service
Unless otherwise agreed in a separate agreement between You and Americord, You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or transmit for any commercial purposes, all or any portion of the Service, use of the Service, or access to the Service.
16. General Practices Regarding Use and Storage
You acknowledge that Americord may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that Personal Information and Services content will be retained by the Service, the maximum disk space that will be allotted on Americord’s servers on Your behalf, and the maximum number of times (and the maximum duration for which) You may access the Services in a given period of time. You acknowledge and agree that Americord has no responsibility or liability for the deletion of or failure to store any messages, other communications, or other content maintained or transmitted by the Services; or for the loss of Genetic Information due to malfunction or destruction of data servers or other catastrophic or inadvertent events. You further acknowledge that Americord reserves the right to change these general practices and limits in its sole discretion.
17. Modifications to Service
Americord reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You acknowledge and agree that (i) modifications may result in a delay in computations for some of the Americord features or Services, and (ii) Americord shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Services.
You acknowledge that Americord may offer different or additional technologies or features to collect and/or interpret Genetic Information in the future and that Your initial purchase of the Service does not entitle You to any different or additional technologies or features for collection or interpretation of Genetic Information without fee, and that You will have to pay additional fees in order to have Genetic Information collected, processed, and/or interpreted using any future or additional technologies or features.
The TOS will continue to apply until terminated by either You or Americord as set out in this Section.
If You want to terminate Your legal agreement with Americord for SequenceDNA, You may do so by notifying Americord at any time in writing, which will entail closing Your SequenceDNA account for all of the SequenceDNA Services that You use. Your notice should be sent, in writing, to Americord as set forth below. For the avoidance of doubt, email constitutes writing.
Americord Registry LLC
ATTN: Client Services
139 Fulton Street, Suite 707
New York, NY 10038
Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Your use of the Services may be referred to appropriate law enforcement authorities. You acknowledge and agree that Americord shall not be liable to You or any third party for any termination of Your access to the Services.
When closing a SequenceDNA account, we remove all Genetic Information within Your SequenceDNA account (or profile) within thirty (30) days of our receipt of Your request. Genetic Information and/or Volunteered Information that You have previously provided and for which You have given consent to use in Americord’s research programs cannot be removed from ongoing or completed studies that use the information. Our contracted laboratory may also retain Your Genetic Information as required by local law and we may retain backup copies for a limited period of time pursuant to our data protection policies. In addition, we retain limited Registration Information related to Your order history (e.g., name, contact, and transaction data) as long as Your SequenceDNA account is active or as needed to provide You services, as well as for accounting, audit and compliance purposes.
19. Dealings with Information Providers and Listed Resources
Your correspondence or business dealings with, or participation in, promotions of, information providers, vendors, genetic counselors, service providers and/or resources found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between You and such information provider, service provider or resource. You acknowledge and agree that Americord shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such information provider or resources on the Service.
The Service provides, and third parties may provide, links to other sites and resources on the Internet. Because Americord has no control over such sites and resources, You acknowledge and agree that Americord is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Americord shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such hyperlinked site or resource.
21. Americord’s Proprietary Rights
You acknowledge and agree that Americord (or Americord’s licensors, as applicable) own all legal right, title, and interest in and to the Services, including any intellectual property rights (including but not limited to patents) which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Americord and that you shall not disclose such information without Americord’s prior written consent.
Americord Registry LLC, Americord, Americord SequenceDNA, and other Americord logos and product and service names are trademarks of Americord and these marks together with any other Americord trade names, service marks, logos, domain names, and other distinctive brand features are the “Americord Marks.”You agree that You shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Services.
Unless You have been expressly authorized to do so in writing by Americord nothing in the TOS gives You a right to use any Americord Marks and You agree not to display, or use in any manner, Americord Marks.
You agree that in using the Services that You will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.
22. Survival of Terms
When the TOS come to an end, all of the legal rights, obligations, and liabilities that You and Americord have benefited from, been subject to (or which have accrued over time while the TOS have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of sections 1.(Definitions); 2.(Acceptance of Terms); 3.(The Services); 4. (Risks and Considerations); 5.(User Representations); 6.(Customer Information; Veracity); 7.( Privacy Statement and Disclosure of Information); 10.(Customer Conduct – Unlawful and Prohibited Use); 11. (Material Posted through the Service); 12.(Your Property Rights); 13.(Indemnity); 14.(No Resale of Services); 17.(Termination); 18.(Dealings with Information Providers and Listed Resources); 19.(Hyperlinks); 20.(Americord’s Proprietary Rights); 21.(Survival of Terms); 22.(Disclaimer of Warranties); 23.(Limitation of Liability); 24.(Notice); 26.(Violation or Suspected Violation of Terms of Service); 27 (Entire Agreement); 28.(Applicable Law and Arbitration); 29 (Waiver); and 31 (Assignment) shall continue to apply to such rights, obligations, and liabilities indefinitely.
23. Disclaimer of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AMERICORD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (2) AMERICORD MAKES NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AMERICORD OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. AMERICORD DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, AMERICORD SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.
24. Limitation of Liability
WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT AMERICORD SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AMERICORD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE SERVICES; (2) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN THROUGH OR FROM THE SERVICES, (3) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (4) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (5) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (6) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; or (7) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.
Notices to You may be made via either email or regular mail. Americord may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to You generally on or through its website.
Official notices related to this TOS or the Services must be sent to us at:
Americord Registry LLC
ATTN: Chief Executive Officer
139 Fulton Street, Suite 707
New York, NY 10038
Any notices that You provide without compliance with this section on Notices shall have no legal effect.
26. Changes to the Terms of Service
Americord may make changes to the TOS from time to time. When these changes are made, Americord will make a new copy of the TOS available on its website and will endeavor to notify You of any changes in some other way. The fact that Americord does not notify You directly of any changes to the TOS will not affect the validity of those changes; all changes become effective once they are posted on the Americord website.
You acknowledge and agree that if You use the Services after the date on which the TOS have changed, Americord will treat Your use as acceptance of the updated TOS.
27. Violation or Suspected Violation of Terms of Service
If You violate the terms of this TOS and/or Americord has a reasonable ground to suspect that You have violated the terms of this TOS, Americord has the right to suspend or terminate Your Sequence DNA account and refuse any and all current or future use of the Services (or any portion thereof).
28. Entire Agreement
29. Applicable Law and Arbitration
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Except for any disputes relating to intellectual property rights, obligations, or any infringement claims, any disputes with Americord arising out of or relating to the Agreement (“Disputes”) shall be governed by New York law, without regarding to any conflicts of law principles.
Any Disputes shall be resolved by final and binding arbitration before three arbitrators and conducted under the Commercial Arbitration Rules of the American Arbitration Association, to be held in New York, New York. Within thirty (30) days of initiation of the arbitrator, each party shall appoint one arbitrator each (the “Party Arbitrators”). The third, neutral arbitrator shall be appointed by mutual agreement of the Party Arbitrators. If the Party Arbitrators are unable to agree upon a neutral third arbitrator within forty (45) days of their appointment, the American Arbitration Association shall appoint such a neutral arbitrator in accordance with the Commercial Arbitration Rules. The prevailing party shall be entitled to recover arbitration costs and reasonable documented attorneys’ fees. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration, preserve the status quo, or enforce arbitral awards in any court of competent jurisdiction. In addition, judgment on an arbitration award may be entered in any court of competent jurisdiction subject to any objections that might be raised pursuant to applicable law.
30. Waiver and Invalidity
The failure of Americord to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
Americord reserves the right to modify, supplement or replace the TOS effective upon posting at https://www.americordblood.com/sdna-tos/ or notifying You otherwise. If You do not want to agree to changes to the TOS, You can terminate the TOS at any time per Section 17 (Termination).
You may not assign or delegate any rights or obligations under the TOS. Any purported assignment and delegation shall be ineffective. Americord may freely assign or delegate all rights and obligations under the TOS, fully or partially without notice to You. We may also substitute, by way of unilateral novation, effective upon notice to You, Americord for any third party that assumes our rights and obligations under this TOS.
All headings in this TOS are for convenience and shall not be used for any interpretative purposes.