Effective: March 21, 2017
Last Updated: July 17, 2017
Toolbox Genomics, Inc. is a Delaware Corporation, whose principal place of business is at 75 Broadway, Suite 251, San Francisco, CA 94111. The terms and conditions of these Terms of Service comprise a legal agreement between you and Toolbox. Your use of and access to Toolbox’s Services (as defined below) is subject to and governed by the terms set forth in these Terms of Services.
“Agreement” or “Terms of Service” means these Terms of Service and include all terms and conditions contained herein.
“Toolbox Genomics” or “Toolbox” means Toolbox Genomics, Inc., a Delaware Corporation, whose principal place of business is at 75 Broadway, Suite 251, San Francisco, CA 94111.
“Account” means any and all records created pursuant to the relationship created between you and Toolbox, whether created online via the Toolbox website, by a consent letter or form, or otherwise, in which you provide Toolbox Personal Information in order to use and access the Services.
“Service” or “Services” means Toolbox’s products, software, services, reports and Toolbox website (including but not limited to text, graphics, images, and other material and information) as accessed from time to time by you regardless if the use is in connection with an Account or not.
“Toolbox website” means the Toolbox Genomics website located at www.toolboxgenomics.com.
“You,” “Your,” or “user” means you, the individual using or accessing the Services, whether acting on your own behalf or for anyone for whom you have legal authority to agree and act on behalf of or otherwise.
“Personal Information” is information that can be used to identify you, either alone or in combination with other information. Toolbox collects and stores the following types of information in and through the Services that may, alone or in combination with other information, constitute Personal Information:
“Registration Information” is the information you provide, including information about yourself, when registering for and/or purchasing Toolbox Services (e.g., name, email, address, user ID and password, and payment information).
“Genetic Information” is information regarding a genotype (e.g., the As, Ts, Cs, and Gs at particular locations in a genome), generated through processing of or otherwise provided from (i) genetic data and/or genetic information provided by you to Toolbox (through the Toolbox website or otherwise), including raw genetic data and digital versions of the same (which may have been created or generated by third parties, including genetic testing services such as 23andMe, Inc. (“23andMe”); (ii) your saliva by Toolbox or by its contractors, successors, or assigns; or (iii) information otherwise processed by and/or contributed to Toolbox.
“Self-Reported Information” is all information about yourself or otherwise reported by you, including information relating to nutrition, diet, disease conditions, other health-related information, personal traits, ethnicity, family history, and other information that you provide or enter into surveys, forms, or features while using or accessing Toolbox Services and/or signed in to your Toolbox Account.
“User Content” is all information, data, text, software, music, audio, photographs, graphics, video, messages, or other materials other than Genetic Information and Self-Reported Information generated by users of Toolbox Services and transmitted, whether publicly or privately, to or through Toolbox.
2. Acceptance of Terms
Your use of Toolbox’s Services (excluding any services provided by Toolbox under a separate written agreement) is subject to the terms of the legal agreement between you and Toolbox set forth in these Terms of Service. Except as specified herein, these Terms of Service apply to any use of the Services, including but not limited to: (a) submitting a saliva sample to Toolbox for DNA extraction and processing; (b) uploading a digital version of Genetic Information to Toolbox and interpreting or interacting with it on the Toolbox website or through Toolbox Services; (c) creating and using a free Toolbox Account without providing a saliva sample or Genetic Information; and (d) otherwise interacting with or using the Toolbox website.
In order to use the Services, you must first agree to these Terms of Service. You may not use the Services if you do not accept these Terms of Service. You can accept the Terms of Service: (1) by clicking to accept or agree to the Terms of Service, where this option is made available to you by Toolbox for any Service (whether on the Toolbox website or otherwise); (2) by agreeing to the Terms of Service in writing by providing your signature on a paper form of the Terms of Service made available to you by Toolbox for the Services; or (3) by actually using the Services. In this case, you acknowledge and agree that Toolbox will treat your use of the Services as acceptance of these Terms of Service from that point onwards. In addition, when using particular Toolbox Services, you shall be subject to any guidelines or rules applicable to such services that may be posted from time to time on the Toolbox website. All such guidelines or rules are hereby incorporated by reference into these Terms of Service. Toolbox also may offer other services from time to time that are governed by different terms of service.
Toolbox may make changes to these Terms of Service from time to time. When these changes are made, Toolbox will make a new copy of the Terms of Service available on the Toolbox website and any new additional terms will be made available to you from within, or through, the affected Services or with the Registration Information or contact information you have provided to Toolbox. You understand that you have the affirmative obligation to check the Terms of Service periodically for changes, and you hereby agree to periodically review the Terms of Service for such changes. You acknowledge and agree that if you use the Services after the date on which the Terms of Service have changed, Toolbox will treat your continued use as acceptance of the updated Terms of Service. The most current version of the Terms of Service is available at www.toolboxgenomics.com/terms-of-service/ and can also be provided on request by emailing firstname.lastname@example.org.
- Whether you submit your own saliva sample, a saliva sample for anyone for whom you have legal authority to agree and act on behalf of, or otherwise provide Genetic Information to Toolbox, you may not use the Services and may not accept the Terms of Service if (1) you are not of legal age to form a binding contract with Toolbox, 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.
- You agree, represent, and warrant that, with respect to any Personal Information submitted by you to Toolbox or otherwise provided by you to Toolbox, that you have the legal authority to possess, submit, and provide such information to Toolbox.
- In addition to the conditions above, if you contribute or otherwise provide Genetic Information to Toolbox, you must be eighteen (18) years of age or older to agree to these Terms of Service on behalf of yourself or anyone you have legal authority to agree and act on behalf of.
- If your use of the Services includes creating a Toolbox Account without submitting a saliva sample or otherwise providing Genetic Information, you must be eighteen (18) years of age or older to use the Services and accept the Terms of Service.
4. Description of the Services
The Services include access to the Toolbox website, report generation services, and personal genotyping services, including the collection and analysis of a saliva sample for processing. Unless explicitly stated otherwise, each new feature that augments or enhances the current Services shall be subject to these Terms of Service. You acknowledge and agree that the Services are provided “AS-IS” and on an as available bases and are based on the current state of the art of genetic research and technology in use by Toolbox at the time of your purchase, viewing, using and/or accessing the Services. You acknowledge and agree that the form and nature of the Services which Toolbox provides may change from time to time without prior notice to you. As part of its ongoing efforts to improve and enhance its Services, you acknowledge and agree that Toolbox may stop (permanently or temporarily) providing some Services (or any features within the Services) to you or to users generally at Toolbox’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Toolbox when you stop using the Services unless you are requesting closure of your Account. Toolbox assumes no responsibility for the use of Services outside the terms of these Terms of Service or other applicable terms.
In order to use the Services, you must have Internet access, either directly or through devices that access web-based content, and pay any service fees associated with such access. You are solely responsible for paying such fees. In addition, you must provide all equipment necessary to make such Internet connection, including a computer and modem or other access device. You are solely responsible for providing such equipment.
5. Risks and Considerations Regarding Toolbox Services
Toolbox encourages you to talk to a genetic counselor, a health professional with special training in genetic conditions, a nutritionist, and/or a physician prior to providing Genetic Information to Toolbox or collecting a saliva sample for testing to learn more so you can make an informed decision about whether testing or the Services are right for you. A genetic counselor can also help you understand Genetic Information, any results of genetic testing and analysis, and your options.
You should not assume that any information Toolbox may be able to provide to you, whether now or as genetic research advances, will be welcome or positive. You should also understand that as research advances, in order for you to assess the meaning of Genetic Information in the context of such advances, you may need to obtain further services from Toolbox, a physician, a nutritionist, a genetic counselor, or other health care provider.
You should not change diet or health behaviors solely based on information from Toolbox. Make sure to discuss Genetic Information with a physician, nutritionist, genetic counselor or other health care provider before you act upon the Genetic Information resulting from Toolbox Services. If you have concerns or questions about what you learn through Toolbox Services, you should contact a physician or other health care provider.
Genetic Information you share with others could be used against your interests. You should be careful about sharing Genetic Information with others. 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.
Toolbox Services are for research, informational, and educational use only. Toolbox does not provide medical advice. The Genetic Information provided by Toolbox is for research, informational, and educational use only. Many of the genetic discoveries that Toolbox reports have not been clinically validated, and the technology Toolbox uses, which is the same technology used by the research community, has not been widely used for clinical testing to date. The Services are not intended to be used by you or others for any diagnostic purpose and are not a substitute for professional medical advice. You should always seek the advice of a physician, nutritionist, genetic counselor, or other health care 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.
Toolbox does not endorse, warranty, or guarantee the effectiveness of any specific course of action, resources, tests, physician or other health care providers, diet, nutritional plan, drugs, biologics, medical devices or other products, procedures, opinions, or other information. If Toolbox provides to you any recommendations that identify, based on Genetic and Self-Reported Information and scientific literature or research, potentially actionable information, this information is intended for informational purposes only and for discussion with a physician or other healthcare provider. Toolbox is not a health care provider and THE SERVICES SHOULD NOT BE USED IN PLACE OF A VISIT, CALL, CONSULTATION OR THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER. INFORMATION DERIVED FROM THE SERVICES IS NOT INTENDED, OR TO BE CONSTRUED, AS MEDICAL ADVICE, DIAGNOSIS OR TREATMENT, AND IS NOT A SUBSTITUTE FOR CONSULTATIONS WITH QUALIFIED HEALTH PROFESSIONALS WHO ARE FAMILIAR WITH INDIVIDUAL MEDICAL NEEDS.
Reliance on any information provided by Toolbox, Toolbox employees, others appearing on the Toolbox website at the invitation of Toolbox, or other visitors to the Toolbox website is solely at your own risk.
6. User Representations
By accessing Toolbox Services, you agree to, acknowledge, and represent as follows:
- You understand that information you learn from Toolbox is not designed to independently provide nutritional or dietary advice; 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 Toolbox Services are intended for research, informational, and educational purposes only, and that while Toolbox information might point to a diagnosis or to a possible treatment, it should always be confirmed and supplemented by additional medical and clinical testing and information. You acknowledge that Toolbox urges you to seek the advice of a physician or other health care provider if you have questions or concerns arising from Genetic Information.
- 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 are aware that some of the information you receive may provoke strong emotions.
- You take responsibility for all possible consequences resulting from your sharing with others, including Toolbox, access to Genetic Information and Self-Reported Information.
- Waiver of Property Rights: You understand that by providing any saliva sample, providing Genetic Information to Toolbox, having Genetic Information processed or analyzed, accessing Genetic Information, or providing Self-Reported Information to Toolbox, you acquire no rights in any research or commercial products that may be developed by Toolbox or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from Genetic Information and Self-Reported Information.
You agree that you have the authority, under the laws of the state or jurisdiction in which you reside, to provide these representations. In case of breach of any one of these representations Toolbox has the right to suspend or terminate your use of and access to the Services, including your Account, and refuse any and all current or future use of the Services (or any portion thereof), and you will defend and indemnify Toolbox and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns against any liability, costs, or damages arising out of the breach of the representation.
7. Registration Information
In consideration of your use of the Services, you agree to: (a) provide true, accurate, current, and complete Registration Information about yourself as prompted by the Services; and (b) provide any updates to your Registration Information to keep it true, accurate, current, and complete.
Further, you acknowledge and agree that Toolbox is free to preserve and disclose any and all Personal Information 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 Toolbox may owe pursuant to ethical and other professional rules, laws, and regulations; (b) enforce the Toolbox Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Toolbox, its employees, its users, its clients, and the public. In any such event, Toolbox will notify you through the Registration Information or contact information you have provided to Toolbox 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, Toolbox may, in its sole discretion, restrict access to the Toolbox website for any reason.
9. Services Content
You acknowledge that all User Content is the sole responsibility of the person from which such User Content originated. This means that you, and not Toolbox, are entirely responsible for all User Content that you provide.
You acknowledge that the Services content presented to you as part of the Services, whether original Toolbox Services content or sponsored content within the Services, is protected by copyright and/or other intellectual property rights that are owned by Toolbox, its licensors, and/or the sponsors who provide that content to Toolbox (or by other individuals or entities on their behalf). You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on such Services content (either in whole or in part) unless expressly permitted to do so by Toolbox or by the owners of that content in a separate written agreement.
10. Customer Conduct - Unlawful and Prohibited Use
As a condition of your use of the Services, you warrant to Toolbox that you will not use the Services for any unlawful purpose or that is otherwise prohibited by the terms, conditions, or notices in these Terms of Service. 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. Furthermore, you agree not to use the Services to: (1) upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive, such as slurs, epithets, or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status; (2) impersonate any person or entity, including, but not limited to, anyone affiliated with Toolbox, or falsely state or otherwise misrepresent your affiliation with a person or entity; (3) add your own headers, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services; (4) “stalk” or otherwise harass another; (5) upload, post, email, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (6) use any information received through the Services to attempt to identify other customers, to contact other customers, or for any forensic use; (7) download any file posted by another user of the Services that you know, or reasonably should know, cannot legally be distributed in such manner; (8) upload, post, email, or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights (“Rights”) of Toolbox or any other party; (9) harm minors in any way; (10) advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages; (11) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose and only to the extent such content is authorized by law; (12) upload, post, email, or otherwise 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; (13) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained on the Toolbox website, unless explicitly permitted by Toolbox; (14) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Toolbox website; (15) attempt to or actually override any security component of Toolbox Services or the Toolbox website; (16) 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 Services; (17) violate these Terms of Service, any code of conduct, or other guidelines which may be applicable for any particular area of the Services or have been communicated to you by anyone affiliated with Toolbox; or (18) 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 Toolbox has no responsibility to you or to any third party for) any breach of your obligations under the Terms of Service and for the consequences (including any loss or damage which Toolbox may suffer) of any such breach. In case of breach of any one of these agreements, Toolbox has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof), and you will defend and indemnify Toolbox and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns against any liability, costs, or damages arising out of the breach of the representation.
If you violate the terms of this Section and/or Toolbox has a reasonable ground to suspect that you have violated the terms of this Section, Toolbox has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).
11. Export Control and Applicable Laws and Regulations
You agree to comply with any and all local rules regarding online conduct and acceptable content. Specifically, you agree (1) that providing saliva samples, Genetic Information, or Self-Reported Information is not subject to any export ban or restriction in the country in which you reside, (2) that saliva samples, Genetic Information, Self-Reported Information and related data may be transferred and/or processed outside the country in which you reside, and (3) that you will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country from which you access Toolbox’s Services online.
12. Your Proprietary Rights in Material Provided to Toolbox
User Content. Toolbox does not claim ownership of the User Content you provide to Toolbox (including feedback and suggestions). Unless otherwise specified, you retain copyright and any other rights you already hold over such User Content. However, by providing User Content, you give Toolbox, its subsidiaries, affiliates, contractors, sublicensees, successors, and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Content that you submit, post, or display on or through the Services. You acknowledge and agree that this license includes a right for Toolbox to make such User Content available to other companies, organizations, or individuals with whom Toolbox has relationships, and to use such User Content in connection with the provision of those services.
You understand that Toolbox, in performing the required technical steps to provide the Services to Toolbox’s users, may (a) transmit or distribute your User Content over various public networks and in various media; and (b) make such changes to your User Content 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 Toolbox to take these actions. You represent and warrant to Toolbox 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 saliva sample, providing Genetic Information to Toolbox, having Genetic Information processed or analyzed, accessing Genetic Information, or providing Self-Reported Information to Toolbox, you acquire no rights in any research or commercial products that may be developed by Toolbox or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from Genetic Information or Self-Reported Information.
You agree to defend and hold Toolbox, 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 User Content you submit, share, post to, or otherwise transmit through the Services; your use of and access to the Services; your connection to the Services; your violation of these Terms of Service; or your violation of any rights of another.
In addition, if you choose to provide Genetic Information and/or Self-Reported Information to third parties, whether individuals to whom you facilitate access, intentionally or inadvertently, or to third parties for diagnostic or other purposes, you agree to defend and hold harmless Toolbox, its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns from any and all liability arising from such disclosure or use of Genetic Information and/or Self-Reported Information.
14. No Resale of Services
Other than as otherwise agreed in a separate written agreement between you and Toolbox, 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 Services, use of the Services, or access to the Services.
15. General Practices Regarding Use and Storage
You acknowledge that Toolbox 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 Services, the maximum disk space that will be allotted on Toolbox’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 Toolbox 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 events. You further acknowledge that Toolbox reserves the right to change these general practices and limits in its sole discretion.
16. Modifications to Services
Toolbox reserves the right at any time and from time to 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 Toolbox features or Services, and (ii) Toolbox shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
You acknowledge that Toolbox 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 Services does not entitle you to any different or additional technologies or features for collection or interpretation of Genetic Information without fee, and that you may 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 Terms of Service will continue to apply until terminated by either you or Toolbox as set out in this Section.
If you want to terminate your legal agreement with Toolbox, you may do so by notifying Toolbox at any time in writing, which will entail closing your Accounts for all of the Services that you use. Your notice should be sent, in writing, to Toolbox’s address, which is set out at the beginning of these Terms of Service.
Toolbox may at any time terminate its legal agreement with you if: (1) you have breached any provision of the Terms of Service (or have acted in manner which shows that you do not intend to, or are unable to comply with, the provisions of the Terms of Service); (2) Toolbox is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (3) a partner with whom Toolbox offered the Services to you has terminated its relationship with Toolbox or ceased to offer the Services to you; (4) Toolbox is transitioning to no longer providing the Services to users in the country or state in which you reside or from which you use the Services; or (5) the provision of the Services to you by Toolbox is, in Toolbox’s opinion, no longer commercially viable.
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 Toolbox shall not be liable to you or any third party for any termination of your access to the Services.
18. Survival of Terms
19. Dealings with Information Providers and Listed Resources
Your correspondence or business dealings with, or participation in promotions of information providers, vendors, and/or resources found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely and exclusively between you and such information provider or resource. You acknowledge and agree that Toolbox 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 found on or through the Services.
20. Hyperlinks and the Toolbox Website
The Services provide, and third parties may provide, links to other sites and resources on the Internet. Because Toolbox has no control over such sites and resources, you acknowledge and agree that Toolbox is not responsible for the availability of such external sites or resources, and does not endorse 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 Toolbox 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. Toolbox’s Proprietary Rights
You acknowledge and agree that Toolbox (or Toolbox’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 Toolbox and that you shall not disclose such information without Toolbox’s prior written consent. You further acknowledge and agree that the Services and any necessary software used in connection with the Services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Services or sponsors is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by Toolbox, you agree not to, and agree not to permit anyone else to, modify, rent, lease, loan, sell, distribute, or create derivative works of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Services or Software or any part thereof, in whole or in part. Software, if any, that is made available to download from the Services, excluding software that may be made available by end-users through the Services, is the copyrighted work of Toolbox and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.
Toolbox Genomics, and other Toolbox logos and product and service names are trademarks of Toolbox and these marks together with any other Toolbox trade names, service marks, logos, domain names, and other distinctive brand features are the “Toolbox Marks.” Unless you have agreed otherwise in writing with Toolbox, nothing in the Terms of Service gives you a right to use any Toolbox Marks and you agree not to display, or use in any manner, Toolbox Marks.
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services, including on any reports provided through the Services. Unless you have been expressly authorized to do so in writing by Toolbox, you agree that in using the Services, you will not use any trade mark, 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.
For any Software not accompanied by a License Agreement, Toolbox grants you a personal, non-transferable, and non-exclusive right and license to use the object code of its Software on a single computer. You may not (and may not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Toolbox, in writing. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Toolbox, in the manner permitted by these Terms of Service. Unless Toolbox has given you specific written permission to do so, you may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by Toolbox for use in accessing such Services. Any rights not expressly granted herein are reserved.
22. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK; (2) THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS; AND (3) TOOLBOX 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. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT TOOLBOX 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. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE AND WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOOLBOX OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. TOOLBOX DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, TOOLBOX SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.
23. LIMITATION OF LIABILITY
WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT TOOLBOX 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 TOOLBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE THROUGH OR FROM THE SERVICES, (c) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (d) 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; (e) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; or (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.
Notices to you may be made via either email or regular mail. Toolbox may also provide notices of changes to the Terms of Service or other matters by displaying notices or links to notices to you generally on or through the Services or Toolbox website. Official notices related to this Terms of Service must be sent to Toolbox at:
75 Broadway, Suite 251
San Francisco, California 94111
Additionally, Toolbox accepts service of process at this address. Any notice that you provide that does not comply with this Section shall have no legal effect.
25. Changes to the Terms of Service
Toolbox may make changes to these Terms of Service from time to time. When these changes are made, Toolbox will make a new copy of the Terms of Service available on the Toolbox website and any new additional terms will be made available to you from within, or through, the affected Services or using the Registration Information or contact information you have provided to Toolbox. You understand that you have the affirmative obligation to check the Terms of Service periodically for changes, and you hereby agree to periodically review the Terms of Service for such changes. You acknowledge and agree that if you use the Services after the date on which the Terms of Service have changed, Toolbox will treat your continued use as acceptance of the updated Terms of Service. The most current version of the Terms of Service is available at www.toolboxgenomics.com/terms-of-service/ can also be provided upon request by emailing email@example.com.
26. Violation or Suspected Violation of Terms of Service
If you violate the terms of these Terms of Service and/or Toolbox has reasonable grounds to suspect that you have violated the terms of these Terms of Service, Toolbox has the right to suspend or terminate your use of and access to the Services, including your Account, and refuse any and all current or future use of the Services (or any portion thereof).
27. Refund Policy
If you are not entirely satisfied with your purchase, we're here to help. You have 7 calendar days to request a refund for your Health Action Report. Prior to receiving a refund, we request that you let us know what you are unsatisfied with and how we may improve your experience. Upon receipt of your statement, we will be happy to refund you the cost of the report. Please email us at firstname.lastname@example.org for your refund request.
28. Miscellaneous; Additional Terms and Conditions
- Entire Agreement. These Terms of Service constitute the entire agreement between you and Toolbox and govern your use of the Services, superseding any prior agreements between you and Toolbox on this subject. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.
- Applicable law and arbitration. Except for any disputes relating to intellectual property rights, obligations, or any infringement claims, any disputes with Toolbox arising out of or relating to these Terms of Service (“Disputes”) shall be governed by California law regardless of your country of origin or where you access Toolbox Services, 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 San Francisco, California, 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.
- Waiver. The failure of Toolbox to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service 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 these Terms of Service remain in full force and effect.
- Term for cause of action. You agree that 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 Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- Admissibility of printed version. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- Section titles. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
- Severability Clause. If any portion of these Terms of Service is found to be unenforceable, the remaining portion will remain in full force and effect.
- Amendments. Toolbox reserves the right to modify, supplement, or replace the terms of the Agreement, effective by notifying you as provided herein. If you do not want to agree to changes to the Agreement, you can terminate the Agreement at any time per Section 17 (Termination).
- Assignment: You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. Toolbox may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. Toolbox may also substitute, by way of unilateral novation, Toolbox for any third party that assumes Toolbox’s rights and obligations under this Agreement, effective upon notice to you.