CareDx Patient App | Terms of Use | Last updated June 21, 2020

Notice of Privacy Practices

These Terms of Use (“Terms”), govern your access to and use of the CareDx Patient App (“App”)  and related digital products or services owned and operated by CareDx Inc. (“CareDx,” “we,” “our,” or “us”) and made available by CareDx in connection with the App, including our wearable devices and digital platforms provided with access to the App (collectively, the “App Services”).

By accessing or using any portion of App, you hereby agree to these Terms and agree to comply with all applicable laws. Please read the Terms carefully before accessing the App Services.

If you do not understand these Terms, please contact us using the information below. If you do not agree to be bound by these Terms, you are not permitted to access, enter, or use any part of the App Services.

Important Notices

  • TERMS CONTAIN IMPORTANT REQUIREMENTS, RESTRICTIONS, CONDITIONS, AND OTHER PROVISIONS THAT AFFECT YOUR RIGHTS. WE ENCOURAGE YOU TO READ THEM CAREFULLY. 
  • THESE TERMS CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY TO YOU AND REQUIRE YOU TO RESOLVE DISPUTES THROUGH ARBITRATION ON AN INDIVIDUAL BASIS AND NOT PART OF ANY CLASS OR REPRESENTATIVE ACTION.
  • THE APP SERVICES ARE NOT AN ATTEMPT TO PRACTICE MEDICINE OR PROVIDE SPECIFIC MEDICAL ADVICE, NOR DOES THE USE OF THE APP SERVICES CONSTITUTE THE PROVISION OF TREATMENT TO A USER OR ESTABLISH A DOCTOR-PATIENT RELATIONSHIP.
  • IF YOU BELIEVE YOUR SYMPTOM OR SITUATION IS URGENT OR LIFE-THREATENING, CALL 911 OR YOUR LOCAL EMERGENCY MEDICAL SYSTEM IMMEDIATELY.

Eligibility to use the App Services

These Terms apply to all users of the App Services, including users who are also contributors of content, information, and other materials on and made available through the App Services.  All references to “you,” “your,” or “user” as applicable, mean the person who accesses or uses the App Services in any manner, and, as applicable, each of your heirs, assigns, and successors, and  any other users of such a user’s account by authorized individuals, such as the individual’s parents, guardians, caregivers, and other designated agents. If you have been authorized to, and are helping another user access, visit, or create an account on the our App or the App Services, these Terms constitute a legally binding agreement between both users respectively, including the helper and the person being helped, and CareDx.

By downloading the App or accessing, or using the App Services, you represent and warrant that you are at least eighteen (18) years old and able to form legally binding contracts under applicable law. If you are under the age of eighteen (18), please have your parent or guardian read and agree to these Terms. If your parent or legal guardian does not agree to (or cannot comply with) these Terms, you may not use or attempt to use App.  If you are under eighteen (18), your parent or guardian must review and accept the terms of these Terms, and by downloading, accessing, and otherwise using the App Services, you confirm that your parent or guardian has so reviewed and accepted these Terms. We reserve the right to limit the availability to users under the age of eighteen (18) of certain content in the App Services, in our sole discretion.

Please note that the App Services may not be fully compatible with all devices and you are responsible for obtaining access to the Internet and the equipment necessary to use the App Services, including any service fees or equipment costs associated with such access.

Privacy Practices

By accessing or using the App Services, you agree that we can collect, use, and share your Personal Information and Usage Information as disclosed in our Privacy Policy, which is hereby incorporated by reference into these Terms.  We encourage you to review our Privacy Policy for information about our privacy practices and how we protect your Personal Information. Please note, however, our Privacy Policy does not explain how we treat your Protected Health Information (“PHI”) that is subject to the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended (“HIPAA”).  If you have any questions regarding CareDx’s use and disclosure of your PHI as a Covered Entity under HIPAA or the rights you have with respect to your PHI, please review our Notice of Privacy Practices. We may also maintain your PHI on behalf of other third parties subject to HIPAA, including, for example, physicians, hospitals, or medical facilities, in accordance  with our contractual obligations as set out in the applicable agreements with such parties, including Business Associate Agreements (as appropriate). You may also contact us with any questions regarding the privacy of your Personal Information or PHI by using the details in the “Contact Us” section below.

The App Services do not Constitute Medical Advice

The contents of the App Services, including text, graphics, images, links to third-party resources, and other material (“Content”), are for informational purposes only. If you rely on any Content, you do so solely at your own risk. We are not responsible for the accuracy, reliability, availability, effectiveness, or correct use of information you receive through the App Services. The App Services are not intended to be a substitute for professional medical advice, diagnosis, or treatment. Your reliance on information available on or through the App Services is entirely at your own risk and your use of such information should not replace your good judgment and common sense.

We recommend that you consult with a qualified Health Care Provider with respect to any matter relating to your physical or mental health, especially symptoms that may require diagnosis or medical attention. Only a qualified Health Care Provider can provide you with advice on what is safe and effective for you. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. If you think you may have a medical emergency, call your doctor or 911 immediately. CareDx does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information posted on the App. Reliance on any information provided on the App Services, whether posted by CareDx or other users of the App Services, is solely at your own risk.

Account Registration

Users may access the App Services without registering for an account. However, to access and participate in certain features of the App Services, including to submit, upload, or otherwise make available Content, you will need to create a password-protected App account (“Account”).  If you want to use those aspects of the App Services, then you shall provide the CareDx with true, accurate, complete, and current registration information. When you register for an account, you may do so yourself or by an authorized agent of a user.  Please note that the App Services supports various categories of users, including users may be Transplant Patients, parent or guardians of a Transplant Patient, Transplant Buddies (e.g., friends and family of patients), as well as support users, including Transplant Coordinators and Patient Care Managers.  As such, the registration process for each category of user may vary. For example, Transplant Patient may register for the App Services directly, whereas Transplant Buddies are invited to register, and thereby participate in the App Services, by the Transplant Patients if applicable or they make  the decision for the Transplant Patient to participate in their capacity as an authorized agent or guardian of the Transplant Patient.

When you register as any user, you will be asked to provide certain Personal Information, which may include your name, gender, birth date, and e-mail address. As noted in the Privacy Practices section, above, this information will be held and used in accordance with our Privacy Policy. In addition to creating a new account, you may also register for an Account using your existing account on certain third-party social networking sites such as Facebook (each such account a “Third-Party Account”). You agree to provide accurate, current, and complete information during Account registration, and to update such information to keep it accurate, current, and complete. We reserve the right to suspend or terminate your Account and your access to the App, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms.

 

The App Account and App profile page will be created for your use of the App based upon the information you provide to us or that we obtain via a Third-Party Account as described above. You may also link your App Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to CareDx through the App; or (ii) allowing CareDx to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. By granting CareDx access to any Third-Party Accounts, you authorize CareDx to access, make available any Content that you have provided to and stored in your Third-Party Account (“Third-Party Account Content“) depending upon the privacy settings you have set within such Third-Party Account. Third-Party Account Content may be made available in your App Account and App profile page. Unless otherwise specified in these Terms, all Third-Party Account Content will be considered to be User Content for all purposes of these Terms.

You have the ability to disable the connection between your App Account and your Third-Party Accounts, at any time, by accessing the Settings area of your App Account. Your relationship with the third parties associated with your Third-Party Accounts is governed solely by your agreements with such third parties. CareDx is not responsible for and does not review any Third-Party Account Content for any purpose, including but not limited to for legality or non-infringement. You represent that you are entitled to disclose your Third-Party Account login information to CareDx and/or grant CareDx access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating CareDx to pay any fees or subjecting CareDx to any usage limitations imposed by such third parties.

If you are a parent or guardian, you may also use the App to establish a user account for a minor under the age of thirteen (13). You, acting as the parent or guardian of a minor under the age of thirteen (13) are solely responsible for providing supervision of the minor’s use of App and any App Services and you assume full responsibility for ensuring that the child’s registration information is kept secure and that the information submitted is accurate. The parent or guardian also assumes full responsibility for the interpretation and use of any information provided through the App and the App Services for the minor. If you do not agree to (or cannot comply with) these Terms, you may not use or attempt to use the App or the App Services. If you are aware of anyone that does not comply with these limitations, please contact us at customercare@caredx.com.

Account Password and Confidentiality

You are solely responsible for safeguarding your App Account password and, if applicable, your Third-Party Account password. You are solely responsible for all activity that occurs on your Account. You agree to notify CareDx immediately of any unauthorized use of your Account. CareDx is not liable for any losses by any party caused by an unauthorized use of your Account, or other account related security breach of which you become aware, such as theft, unauthorized use, attempted use, or tampering. Notwithstanding the foregoing, you may be liable for the losses of CareDx or others due to such unauthorized use of your Account.

Consent to Electronic Communications

As part of your use of the App Services, you may receive notifications, text messages, calls, alerts, emails, and other electronic communications that are automatically dialed or pre-recorded. We and our partners and affiliates may need or want to send you certain communications, such as marketing communications, service announcements, and administrative messages. You consent to receive such communications and agree that any such communications that we send to you shall be legally effective when sent. You agree that any notices sent by us by email satisfy any requirement that the notices be provided in writing. If you do not agree, do not accept this Agreement.

You may have the right to withdraw your consent to receiving certain electronic communications, and, when required by law, we will provide you with paper copies of all documents and records upon request. You may do so by contacting us at the phone number or email address provided under the “Contact Us” section at the end of these Terms. If you withdraw your consent, we reserve the right to terminate our agreements with you. To receive or access the notices we send via email, you must have Internet access and a computer or device with a compatible web browser. You will also need software capable of viewing files in Portable Document format (“PDF”). To retain the notices we send you, your device or computer must have the ability to download and store electronic communications, including PDF files. By accepting these terms, you verify that you are able to receive, access, and retain the notices we may send. You may change your email address for notification purposes at any time by contacting us at the phone number or email address provided under the “How to Contact Us” section at the end of these Terms.

If you opt in to receive SMS text messages, CareDx may send you communications via text message, including, for example, medication reminders and other information to support your use of the App Services. If you would like to use this option, you must provide CareDx with cellular phone number and verify that number using a texting a code provided by CareDx.  After opting in to receive SMS text messages, subject to the terms and conditions of your mobile carrier, you will receive text messages sent to your mobile phone. CareDx does not have a separate charge for this service; however, message and data rates may apply from your mobile carrier. By providing your consent to receive SMS text messages in connection with the App Services, you approve any such charges from your mobile carrier. CareDx reserves the right to terminate sending SMS text messages, in whole or in part, at any time without notice. The information in any message may be subject to certain time lags and/or delays. By providing your consent to receive text messages, you approve any such charges from your mobile carrier. To stop receiving text messages, text STOP, STOP ALL, END, QUIT, CANCEL, or UNSUBSCRIBE to the number from which you received the text message.  If you have any questions or need help, reply to received text messages with SUPPORT. If you change your telephone number, you agree to promptly notify CareDx.

PLEASE NOTE THAT WHEN YOU CONTACT US BY EMAIL OR TEXT, SUCH COMMUNICATION MAY NOT BE SECURE BECAUSE IT TRAVELS OVER UNSECURE COMMUNICATION LINES. BY SENDING ANY CONFIDENTIAL OR PERSONAL INFORMATION TO US VIA EMAIL OR TEXT, OR AGREEING TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US THROUGH EMAIL OR TEXT, YOU ACKNOWLEDGE AND ACCEPT ANY RISK AND DAMAGE ARISING FROM DISCLOSURE OF SUCH INFORMATION IN THE COURSE OF TRANSMISSION.

Wireless Carrier Access

You acknowledge and agree that using the App Services may require access to the internet via your wireless carrier, internet service provider or other method of internet access, and that access to the App Services may not be available if you do not have an internet connection or for other reasons. You acknowledge and agree that by using the internet to use the App Services, you may incur charges from your wireless carrier, internet service provider or other method of internet access, depending upon your contract or plan with your provider. You acknowledge that payment of any such charges will be your sole responsibility. You agree that your use of the App Services will be in accordance with all requirements of your wireless carrier, internet service provider or other method of internet access. You are responsible for any messaging or data fees you may be charged by your wireless carrier.

User Content License

CareDx may, in our sole discretion, permit you to post, upload, publish, submit or transmit Content to the App (“User Content”). By making available any User Content on or through the App Services (“post” or “posting”), you hereby grant to CareDx a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, transfer, transmit, access, view, and otherwise exploit such User Content for the purpose of providing, operating, and maintaining the App Services, or for any other purpose permitted by our Privacy Policy. The license granted to CareDx herein shall survive termination of the App Services or your Account. Nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content you post.

You acknowledge and agree that you are solely responsible for all User Content that you post. You also represent and warrant that: (a) you are either the sole and exclusive owner of all User Content that you post or you have all rights, licenses, consents and releases that are necessary to grant to CareDx the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content, your posting of the User Content, or CareDx’s use of your User Content (or any portion thereof) on, through or by means of the App Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. CareDx reserves the right to modify or adapt User Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, App Services or media.

You also represent, warrant and agree that you will not post Content that: (a) infringes, violates or otherwise interferes with any copyright or trademark of another party, (b) reveals any trade secret, unless the trade secret belongs to you or you have the owner’s permission to disclose it, (c) infringes any intellectual property right of another or the privacy or publicity rights of another, (d) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party, (e) creates an impression that you know is incorrect, misleading, or deceptive, including by impersonating others or otherwise misrepresenting your affiliation with a person or entity;  (f) contains other people’s private or personally identifiable information without their express authorization and permission;  (g) contains or links to a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information or limit the functionality of any computer software or hardware or telecommunications equipment; and/or (h) is or may reasonably be considered to be, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable, or that harms minors in any way.

Rules for Accessing the App Services and Enforcement

You warrant that you will not use the App Services for any purpose that is unlawful or prohibited by these Terms and accessing or using the App Services, you agree to comply with all applicable laws, rules, and regulations. Without limitation, you warrant that you shall not, and shall not permit any third party, directly or indirectly:

a. use the App Services for any unlawful purposes or for promotion of illegal activities;
b. upload or post any User Content in violation of the provisions contained in the “User Content” License section above;
c. use the App Services for the purpose of spamming anyone;
d. use the App Services in any manner that could damage, disable, overburden, or impair the App or any user of the App Services, or interfere with any other party’s use of the App Services, or interfere with or damage any third party sites or system;
f. access or tamper with non-public areas of the App Services or CareDx’s computer systems or those of its service providers; probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures, or reverse look-up, trace or seek to obtain any information on any other user of the App Services, including for purposes of revealing information, including  but not limited to personal or health information, other than your own information as provided for by the App Services;
g. use any automated system including but not limited to robots, spiders, offline readers, scrapers to access the App Services for any purpose without CareDx’s prior written approval; provided, however, that public search engines may use spiders or robots to copy materials from the App Services for the sole purpose of creating publicly-available searchable indices of the materials (but not caches or archives of any such material, and CareDx reserves the right to revoke these exceptions either generally or in specific cases);
h. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the App Services to send altered, deceptive or false source-identifying information;
i. use the App Services in any manner that could damage, disable, overburden, or impair the App or any user of the App, or interfere with any other party’s use of the App Services, or interfere with or damage any third party sites or systems; or
j. interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the App Services.

CareDx is not obligated to monitor access or use of the App Services, its Content, or User Content, but we have the right to do so to operate the App Services, ensure compliance with these Terms, and to comply with applicable law or other legal requirements.

CareDx reserves the right, at any time and without prior notice, to suspend or deactivate your account or your access to certain aspects, including remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the App Services or Users, or for any other reason. Upon any such suspension, deactivation, or termination, we may delete or remove Your Content and other information related to your account. You may close your account at any time by contacting us using the information in the “Contact Us” section below.

License to Use App Services

Subject to your compliance with these Terms, CareDx grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the App Services. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Content or App Services, except as expressly permitted in these Terms. The App Services and Content are provided to you AS IS. If you download or print a copy of Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by CareDx or its licensors, except for the licenses and rights expressly granted in these Terms.

Intellectual Property

App Content is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, CareDx and its licensors exclusively own all right, title, and interest in and to the App, App Services and App Content and all technology underlying the same, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of CareDx used herein are trademarks or registered trademarks of CareDx. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

Feedback

CareDx will treat any suggestions, questions, comments, data, materials or the like, other than personally identifiable information (collectively, the “Feedback”) sent to CareDx as non-confidential and non-proprietary information. By providing Feedback to CareDx through the App Services, you represent and warrant that you have the legal right to provide such Feedback and that it will not infringe any third party rights. You are solely responsible for all Feedback that you upload, post, or otherwise transmit via the App Services.  CareDx shall have no obligation of any kind to you or a third party with respect to such Feedback. You agree that CareDx shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute such Feedback to others without limitation and without payment of any consideration to you or a third party. You further agree that, although CareDx shall have no obligation to do so, CareDx shall be free to use and exploit in any manner any ideas, concepts, know-how or techniques contained in such Feedback for any purpose without your or a third party’s consent, including but not limited to developing, manufacturing and marketing products and services.

Legal Compliance

User shall comply with all applicable laws, rules, regulations, and guidance when using the App Services. This includes, but is not limited to, privacy laws of the United States and the country of the User, as well as any specific restrictions associated with any uploaded data or usage of any data or information resulting from User’s use of the App Services.

International Users

The App Services are controlled and operated from the United States. CareDx makes no representation that the App Services are appropriate or available for use in locations outside of the United States and accessing the App Services is prohibited from territories where such App Services are illegal. If you are outside of the United States and access the App Services or submit your Personal Information to us, please be advised that U.S. law may not offer the same privacy protections as the law of your jurisdiction. If you visit our App, use the App Services, or contact us from outside of the United States, please be advised that (1) any information you provide to us or that we automatically collect will be received in the United States and may be transferred to other jurisdictions; and (2) that by using our App Services or submitting information, you explicitly authorize its processing in the United States and subsequent transfers outside the United States. If we transfer your Personal Information outside the United States, we take steps to protect your Personal Information as required under applicable law.

Please note, other countries and jurisdictions may have laws, regulatory requirements and medical practices that differ from those in the United States. The App Services may contain information brought to you by third parties or through links to other apps, functions, or websites, including links to other Apps, some of which may be hosted from outside the United States.  

Copyright Policy & Complaints

We expect Users to respect copyright law. In appropriate circumstances we will terminate the access to the App Services of any User who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders or remove or disable access to Content that infringes upon the copyright rights of others. We also may, in our discretion, remove or disable links or references to an online location that contains infringing material or infringing activity.

To comply with the Digital Millennium Copyright Act (contained within Title 17, U.S. Code) (the “DMCA”), CareDx has adopted and implemented a policy that provides for the prompt removal of Content that allegedly infringes others’ intellectual property rights. If you believe that your work has been used on the App Services in any manner that constitutes copyright infringement, please notify CareDx’s copyright agent by written notice. The notice should include the following information:

  • An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
  • A description of the copyrighted work you claim has been infringed, including a copy of the copyrighted work or the web page address where the copyrighted work may be found;
  • Identification of the location on the App Services of the allegedly infringing Content, or the link or reference to another website that contains such Content;
  • Your name, address, telephone number and email address;
  • A statement by you that you have a good faith belief that the use of the Content at issue is not authorized by the copyright owner, the agent of the copyright owner or the law; and
  • A statement by you that the information in this notification is accurate and a statement, under penalty of perjury, that you are the copyright owner of the Content allegedly infringed or authorized to act on the copyright owner’s behalf.

Designated Agent Contact Information.

CareDx’s copyright agent for notice of claims of copyright infringement on the App Services is:

Title: CareDx Copyright Agent

Email: legal@caredx.com

Address: 1 Tower Pl 9th floor, South San Francisco, CA 94080 

Counter Notification.

If you receive a notification from CareDx that Content made available by you on or through the App Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide CareDx a “Counter Notification.” A Counter Notification must be written, provided to our Designated Agent via a method identified above, and include substantially the following information:

  • A physical or electronic signature of the User;
  • Identification of the Content that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • A statement under penalty of perjury that the User has a good faith belief that the Content was removed or disabled as a result of mistake or misidentification of the Content to be removed or disabled; and
  • The User’s name, address, and telephone number, and a statement that the he/she consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if outside the United States, for any judicial district in which CareDx may be found, and that the User will accept service of process from the person who provided notification above or an agent of such person.

A party submitting a notice of claimed infringement or a Counter Notification should consult a lawyer or see 17 U.S.C. §512 to confirm your obligations under the Copyright Act.

False Notifications.

Under the DCMA, any person who knowingly makes material misrepresentations in a notification of claimed infringement or in a counter-notification may be liable for damages. CareDx reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

No Warranties

CAREDX MAKES NO WARRANTY AS TO THE APP SERVICES OR THE CONTENT. USE OF THE APP SERVICES IS AT USER’S OWN RISK, AND USER AFFIRMATIVELY ACCEPTS, ON BEHALF OF USER AND ON BEHALF OF ANY INSTITUTION OR ORGANIZATION WITH WHICH USER IS AFFILIATED, THESE RISKS WITH EACH USE. THE APP SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

CAREDX DOES NOT WARRANT THAT THE APP SERVICES, CONTENT, OR OPERATION THEREOF WILL BE SECURE, ACCURATE, RELIABLE, UNINTERRUPTED, OR ERROR-FREE. CAREDX MAKES NO WARRANTY THAT THE CONTENT CONTAINED ON THE APP SERVICES SATISFIES GOVERNMENTAL REGULATIONS ON PRESCRIPTION DRUG PRODUCTS, CLEARANCE FOR USE ON PATIENTS, OR ANY OTHER GOVERNMENTAL REGULATION. CAREDX MAKES NO WARRANTIES REGARDING ANY THIRD PARTY CONTENT, APPLICATIONS, PROGRAMS, OR DATA ON THE APP SERVICES OR CONTENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

CAREDX MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE APP SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION,  THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED AND ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE APP SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

No agent or representative of CareDx has the authority to create any warranty regarding the App Services or Content on behalf of CareDx. CareDx reserves the right to change or discontinue at any time any aspect or feature of the App Services.

Exclusion of Liability

TO THE FULLEST EXTENT PERMITTED, CAREDX DISCLAIMS ALL WARRANTIES. UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL CAREDX, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES (INCLUDING, WITHOUT LIMITATION, HEALTH PROBLEMS, LOST PROFITS, OR DAMAGES ARISING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY CONNECTED WITH USE OF THE APP SERVICES OR CONTENT, OR ANY FAILURE OR DELAY IN, OR ANY INABILITY TO USE THE APP SERVICES OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER SPECIFICALLY AGREES THAT NEITHER CAREDX NOR ANY LICENSOR, SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR INFORMATION PROVIDER TO CAREDX OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, OR ANY OF THEIR SUCCESSORS OR ASSIGNS, SHALL HAVE ANY LIABILITY TO ANY USER OR ANY THIRD PARTIES FOR ANY REASON OR UNDER ANY THEORY WHATSOEVER, BASED UPON THE INFORMATION PROVIDED ON OR THROUGH THE APP SERVICES. SHOULD THIS PROVISION BE UNENFORCEABLE, THE PARTIES AGREE THAT LIABILITY OF CAREDX AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, AND THEIR SUCCESSORS AND ASSIGNS, IS CAPPED AT THE AMOUNT USER HAS PAID FOR THE USE OF THE APP SERVICES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IF YOU RESIDE IN SUCH A JURISDICTION. WE ARE NOT LIABLE TO ANY PERSON OR USER FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY OTHER PARTY.

Indemnification

User agrees to defend, indemnify, and hold harmless CareDx, any of our parent or subsidiary companies or organizations, and any of our successors, assigns or licensees, with any of their respective board members, officers, directors, and employees, against any damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees and costs) arising out of a claim by CareDx or any third party relating to: (a) your use or misuse of, or access to, the App Services, Content or otherwise from your User Content; (b) your breach of these Terms; (c) your violation or alleged violation of any applicable federal, state or local laws, rules and/or regulations; or (d) infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. CareDx reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with CareDx in asserting any available defenses.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. You and CareDx agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below. By agreeing to these Terms, you agree to resolve any and all disputes with CareDx as follows:

  • Admissibility of Terms. CareDx’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of CareDx. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
  • Initial Dispute Resolution: Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with CareDx, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
  • Binding Arbitration: If the parties do not reach an agreed-upon solution after at least thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ or Privacy Policy’s formation, performance, and breach), the parties’ relationship with each other, and/or your use of the App Services shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You and CareDx understand that, absent this mandatory arbitration provision, each party would have the right to sue in court and have a jury trial. You and CareDx further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
  • Arbitration Procedure. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to the applicable JAMS Resolution Center, which can be found at http://www.jamsadr.com/locations; and (c) send one copy of the Demand for Arbitration to CareDx at CareDx, Attn: Legal Department, 1 Tower Pl 9th floor, South San Francisco, CA 94080, USA and with a mandatory copy to legal@caredx.com.
  • Arbitration Fees. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, CareDx will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, CareDx will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
  • Forum Selection. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in San Mateo County, California and you and CareDx agree to submit to the personal jurisdiction of any federal or state court in San Mateo County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
  • Class Action Waiver: The parties further agree that the arbitration shall be conducted by the parties in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND CAREDX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes. 
  • Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

 

  • 30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to legal@caredx.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the App Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, CareDx also will not be bound by them. 
  • Changes to This Section: We will provide thirty (30) days’ notice of any changes to this section. Amendments will become effective thirty (30) days after such notice. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Dispute Resolution” and the court or arbitrator shall apply the first Dispute Resolution section in existence after you began using the App Services.
  • Survival: This Arbitration and Class Action Waiver section shall survive any termination of your account or the App Services.

Jurisdiction

User agrees that these Terms constitute an agreement entered into between User and CareDx in California, and is performed within California. User agrees that these Terms are governed by and will be construed in all respects under the laws of the state of California, exclusive of its choice of law or conflicts of law provisions. In any claim or action directly or indirectly arising under these Terms or related to the App Services, User irrevocably agrees to submit to the exclusive personal jurisdiction of the state or federal courts located in or serving San Mateo County, California. User waives any jurisdictional, venue, or inconvenient forum objections to such court.

If any provision of these Terms is held to be not enforceable by a court or other tribunal of competent jurisdiction, then such provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect.

Intergration

Except as otherwise stated herein, these Terms constitute the entire agreement between User and CareDx relating to the access and use of the App Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between CareDx and you regarding the App Services and Content. User may not modify these Terms. Anything contained in the App Services or Content that is inconsistent with or conflicting with the terms of this agreement is superseded by these Terms.

Modifications to the Terms & App Services

CareDx reserves the right, in its sole discretion, to modify these Terms and any other documents incorporated by reference herein, and the App Services at any time and without prior notice. When we update these Terms, we will post a new Effective Date. If we make material changes that would impact your use of the App Services, we will endeavor to notify you of the changes prior to the changes taking effect, such as by posting a notice directly on the App Services, by sending an email notification (if you have provided your email address to us), or by any other reasonable method. Continued use of the App Services constitutes your acceptance to such modifications. Your use of the App after such modifications are posted shall constitute your consent to the changes. If you do not agree, you may not access or use the App Services.

Additional Terms

Additional terms may apply to certain features of the App Services, and we will notify you of any additional terms prior to your use of such features on the App Services. In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.

Contact Us

If you have any questions regarding the App Services, CareDx or these Terms please contact us at customercare@caredx.com.

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