Effective Date / Last Updated: September 13, 2019
These Terms of Service (“Terms”) govern your access to and use of GenoPalate's website, mobile application ("mobile app") the online customer portal through which you access your account, and the related services (including DNA testing services, add-on Services, and any software applications) (collectively, the "Services") provided by GenoPalate, Inc. (together with any and all affiliates, “GenoPalate,” “we,” “us,” or “our”).
By purchasing or using the Services, or by clicking "I agree", you (“you”) agree to be legally bound to these Terms. If you do not agree with these Terms, do not access or use the Services.
We reserve the right to modify these Terms at any time. All changes will be effective immediately upon posting to the Services and, by accessing or using the Services after changes are posted, you agree to those changes. However, with respect to material changes only, you may choose to exercise your right below to terminate your GenoPalate account if any material changes are not acceptable. Material changes will be conspicuously posted on the Services or otherwise communicated to you.
ARBITRATION NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION. YOU AGREE THAT DISPUTES BETWEEN YOU AND GENOPALATE WILL BE RESOLVED BY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
2. License; Term.
a. General License. Provided you comply with these Terms, GenoPalate grants you a nonexclusive, nonassignable, nontransferable, nonsublicensable, revocable, limited license to access and use the Services solely for your own personal noncommercial purposes.
b. Use of Genetic Reports and Other Results. As used in these Terms, “Services” includes, without limitation, all genetic and nutrition reports, personalized menus, and other documents, reports, and materials generated or produced as a result of your use of the Services (together, “Reports”). In addition to the general license granted above, you may download and copy Reports provided to you by GenoPalate and share those Reports with others, provided you do not sell or otherwise commercialize those Reports nor modify or delete any copyright, trademark, or other proprietary notices.
c. Term. These Terms begin upon the earlier of (i) your clicking to accept these Terms, where that option is available, or (ii) your first access to or use of the Services (including by purchasing or registering a DNA test kit, ordering Data testing services, submitting a saliva sample, or filling out any questionnaire on our website or within our mobile app) and will continue in effect until these Terms are terminated as provided below.
3. Intellectual Property Rights. The Services, including their text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content, and all intellectual property rights in the foregoing (collectively, the "Content"), are exclusively the property of GenoPalate or, as applicable, its suppliers and licensors, and are protected by copyright, trademark, and other intellectual property laws. Any reference to the Services includes the Content.
GenoPalate and its suppliers and licensors, as applicable, are and will remain the exclusive owners of all right, title, and interest in and to the Services and Content, and all ideas, concepts, know-how, methodologies, and techniques related to the Services and Content, including all patent, copyright, trademark, trade secret, and other intellectual property rights in or to the same, whether owned or developed by or on behalf of GenoPalate or its suppliers or licensors, and including all modifications, enhancements, improvements, and derivative works of any of the foregoing, regardless of when created or by whom.
Nothing in these Terms grants to you any right to use GenoPalate's or any third party's trademarks, tradenames, service marks, logos or names. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to GenoPalate or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law.
Except as expressly stated in these Terms, no licenses or other rights, express or implied, are granted by GenoPalate to you under any patent, copyright, trademark, trade secret, or other intellectual property right of GenoPalate. The Services may contain references to third-party trademarks and copies of third-party copyrighted materials, which are the property of their respective owners.
4. Restrictions on Your Use of the Services.
a. You will not copy, reproduce, display, duplicate, sell, publish, post, license, rent, lease, loan, rent, transmit, otherwise distribute, modify, translate, adapt, disassemble, decompile, manipulate, reconfigure, reverse-engineer, discover the source code of, or create derivative works of the Services or any part of the Services (including any Reports) without GenoPalate’s prior written consent.
b. You will not obscure, modify, alter, remove, or delete any copyright, trademark, proprietary, or intellectual property notices, markings, or designations in or on the Services or any Reports.
c. You will not use the Services if you are under the age of majority in your place of residence (typically 18 or 19 years old).
c. You will not use the Services for unlawful purposes. You are responsible for complying with all applicable laws and regulations, including all applicable rules regarding online conduct.
d. You will not use the Services in a manner that infringes, violates, or misappropriates GenoPalate’s or any third party’s rights, including patent, copyright, trademark, trade secret, other intellectual property rights, and privacy rights.
e. You will not submit inaccurate, incomplete, or out-of-date information via the Services (including misrepresenting your medical history, food allergies, or other attributes), commit fraud or falsify information in connection with your use of the Services, act maliciously against the business interests or reputation of GenoPalate, submit any information or content that you do not have permission to provide to GenoPalate, or submit or post anything to the Services that is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person or invades the privacy of another.
f. You will not use the Services to develop, create, produce, enhance, or add to any database. You will not develop, assist in developing, or have developed on behalf of yourself or any other person any software, technology, or services that compete with or are substantially similar to the Services. You will not access, use, or analyze the Services for any purpose that is to GenoPalate’s detriment or commercial disadvantage. You will not use the Services as part of any effort to compete with GenoPalate or to provide services as a service bureau.
g. You will not impersonate or attempt to impersonate any other person. You will not create an account for any person or order Services for any person other than yourself without that other person’s permission. You will not sell or otherwise transfer your GenoPalate account.
h. You will not access, use, or copy any portion of the Services, including any of its content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms. You will not engage in data mining or similar data gathering or extraction activities or retrieve data or other content from the Services for purposes of creating or compiling that content for any purpose other than your authorized use of the Services as permitted by these Terms.
i. You will not use the Services to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, logic bombs, time bombs, cancelbots, malware, ransomware, adware, or other harmful computer code or programming routines, including those designed to or that reasonably may disable, damage, impair, interfere with, surreptitiously intercept, or expropriate the Services or any computers, hardware, software, system, data, or networks.
j. You will not engage in activities that aim to render the Services or associated services inoperable or to make their use more difficult.
5. DNA Testing Services.Please review the following paragraphs carefully before you decide to use our DNA testing services.
a. How It Works. Each DNA test kit is sent with its own unique product key code that allows the recipient to create an online account. After you purchase a DNA test kit through our website, we will send you an email asking you to create an account and register your kit online. If another person has purchased a DNA test kit test for you, you must obtain the product key code sent to the purchaser in order to create your GenoPalate account and to register the DNA test kit on our website. If you have previously worked with another DNA testing company, you can purchase a DNA data upload from us, in which case you do not need a DNA test kit, nor do you need to provide us with a saliva sample. After you purchase a DNA data upload, please ask the applicable third-party DNA testing company for your raw genetic data. That DNA data will need to be uploaded through your GenoPalate account in .txt format. We will not be able to generate Reports unless you (i) provide a saliva sample to us or (ii) upload .txt file of your DNA data.
b. Permission For DNA Test Services. You give permission to GenoPalate, its contractors, successors and assignees to perform the DNA test services from the saliva sample you submit and disclose the analyses performed on your DNA to you and to others you specifically authorize.
c. DNA Data from Third Parties. Any agreement between you and any third party for the provision of or with regard to DNA data from that third party to GenoPalate is solely between you and that third party. GenoPalate is not responsible for any third parties or their practices.
d. Your Warranties. You warrant that you are in compliance with and will comply with all laws and regulations applicable to your receipt or use of DNA testing services. You warrant that any saliva sample you provide is in fact your own saliva and does not contain saliva from any other person. You warrant that you are using the DNA testing services solely for your own personal informational purposes. You warrant that you are not an insurance company or employer attempting to obtain information about an insured person or employee. You warrant that you will not use the DNA test services for paternity testing. You warrant that you will not resell the DNA test services or related kits we provide.
e. Saliva Samples Cannot Be Returned.Once you deposit your saliva sample in the mail, it cannot and will not be returned to you. Saliva samples will be analyzed by the applicable third-party laboratory. We cannot comply with any requests to cancel analyses once saliva samples have been deposited in the mail.
f. Analyses of Other Persons’ Samples.If you submit the personal information of any person other than yourself in using the Services, including if you purchase a DNA test kit or arrange for DNA testing services for another person, you warrant that you have that person’s permission—or the written permission of that person’s parent or legal guardian, as applicable—to provide us with that information. However, except where prohibited by applicable law, a parent or legal guardian may collect a saliva sample from, create an account for, and provide information related to his or her child. If you are a parent or guardian submitting a saliva sample for your child, you warrant that you have discussed the details and risks of providing a saliva sample with your child, and your child consents to you sending us their saliva sample. The parent or legal guardian, as applicable, assumes full responsibility for ensuring that the information that he/she provides to GenoPalate about his or her child is kept secure and that the information submitted is accurate.
g. Results Limited to Current Knowledge.DNA testing results are generated using the genetic knowledge then being used by GenoPalate to provide our DNA testing services. Future knowledge or research may reveal previous knowledge (and therefore DNA testing results, Reports, or their conclusions) to have been inaccurate or incomplete.
h. Nature of Results. DNA testing results are for the subject’s own informational and descriptive purposes only. DNA testing services results should not be used for diagnostic or medical purposes. GenoPalate does not warrant or endorse any specific or general actions or inactions that may be taken (or not taken) in response to the results of our DNA testing services.
i. Consult a Health Care Professional. If you have questions about or would like to discuss or learn more about the results of our DNA testing services, please consult your nutritionist, dietician, geneticist, physician, or other medical or health care professional. You should consult a medical or health care professional before acting on or making decisions in response to any results of our DNA testing services.https://gem-3910432.net
j. Sharing Results. If you decide to share Reports or other results of our DNA testing services with anyone (including medical or health care professionals), we cannot and do not control how those persons will use or disclose that information. You, alone, are responsible for how and with whom you share the results of our DNA testing services.
l. No Compensation. You understand that you are not entitled to any payment or other compensation or financial benefit of any kind from GenoPalate or any third party as a result of or in connection with our Services, including our use of DNA testing results or our use of your data, including personal information, that you provide in order to receive Services, including add-on Services.
m. No License; No Ownership. Except for your limited right to download, copy, and share Reports as described at Section 2 above, you do not obtain any license, ownership, or other right, title, or interest, express or implied, in or to any results of our Services or any products or services that may be developed or improved upon using information resulting from our Services (including any patent, copyright, trademark, trade secret, or other intellectual property rights in or to the same).
6. Terms of Sale.
b. Shipping and Handling; Taxes. Unless otherwise noted at the point of sale, shipping and handling fees for DNA testing kits will be charged separately and are your responsibility. GenoPalate charges you for sales, use, and other taxes for products and services ordered through our website or mobile app to the extent required by law. GenoPalate will not ship any orders outside of the continental United States.
c. Order Acceptance. Nothing on our website or mobile app constitutes an offer, but an invitation to you to make an offer to purchase DNA test kits, DNA data uploads, or other products or services through our website or mobile app. All orders are subject to acceptance by GenoPalate. In addition, there may be certain orders that we cannot accept or must cancel. We reserve the right, in our sole discretion and without liability, to reject or cancel any order not yet shipped for any reason, including the following: limitations on quantities available for purchase; inaccuracies or errors in product descriptions, images, or pricing information; and problems identified by credit and fraud avoidance services. We may also require verifications, approvals, or other information before considering acceptance of any order. We will contact you if all or any portion of your order is rejected or canceled or if additional information is required to accept your order. An order is deemed accepted when GenoPalate ships the products ordered (where applicable).
d. Errors in Sample Processing.If the volume of your saliva sample is too low, if your saliva sample does not contain sufficient DNA material, or if the saliva sample you provide contains other issues or errors, the third-party laboratory may not be able to analyze or process your saliva sample. In this event, GenoPalate will send you a replacement DNA test kit for reprocessing at no additional charge to you. If the third-party laboratory is unable to analyze or process your second saliva sample, GenoPalate will either refund to the purchaser the original amount paid for the DNA test kit (excluding shipping and handling) or will offer to send you a second replacement DNA test kit at no additional charge. If you choose to and do provide a third saliva sample but the third-party laboratory is again unable to analyze or process your saliva sample, GenoPalate will refund to the purchaser the original amount paid for the DNA test kit (excluding shipping and handling). If we issue the purchaser of a DNA test kit a refund under this subsection, you agree to not submit another saliva sample to GenoPalate without our prior written consent; regardless, if you submit another saliva sample to GenoPalate in the future, we will not be responsible for analyzing or processing that sample.
e. Errors in DNA Data. If any DNA data you provide is corrupted, incomplete, or contains other issues or errors, GenoPalate may not be able to analyze that DNA data. In this event, GenoPalate will refund to the purchaser the original amount paid for the DNA data upload. In such an event, we recommend that you instead purchase a DNA test kit.
7. Your Account
While you may purchase DNA test kits, DNA data uploads, and other products and services through our website or mobile app as a guest, you will be required to set up an online GenoPalate account in order to receive DNA testing services from GenoPalate. You also will be required to set-up an account with GenoPalate in order to access our mobile app or to use add-on Services through your Account. You will be required to submit certain information in order to create your account, including personal information, and will be required to establish a username and password. You may also provide additional personal information requested in the Services, at your option. Certain add-on Services may not be available to you if certain information, including personal information, is not provided. You are responsible for maintaining the confidentiality of any information you use in connection with the Services, including your username and password. You are responsible for all activity on your account. You agree to maintain true, accurate and current account information and to promptly update your account to keep it true, accurate and current. If you believe someone else has accessed your account, please change your password and notify us immediately at firstname.lastname@example.org.
You agree that by signing into your account, including by using the mobile app, we may display your genetic and related nutrition results, and related recommendations, food logging, grocery lists and other add-on Services to you. These displays may include genetic variants, genotypes and related gene information, as well as information related to how your logged activity compares to recommendations made by the Services.
8. Suspension and Termination.
We also maintain the right to filter, remove, modify, refuse to display or delete any content that you submit to the Services in order to comply with applicable laws or if we believe such content is contrary to the visions and purpose of GenoPalate.
9. Availability of Products and Services; Right to Modify the Services.
The prices and availability of products and services, including DNA testing services and add-on Services, mentioned on or made available through our website or mobile app may change at any time without notice to you and without liability. GenoPalate reserves the right, for any reason and at any time and without notice or liability to you, to modify or cease offering any Services, including without limitation the mobile app. Prices remain valid while they are listed and offered on our website or mobile app. Prices will be as posted on our website or mobile app as of the date and time of your order, as applicable. GenoPalate is not responsible for any pricing or typographical errors on our website or in our mobile app. Availability of products and services may be limited and products may not be available for immediate delivery.
10. Monitoring the Services.
You understand and agree that GenoPalate may monitor the use of the Services, at any time, including but not limited your account and the mobile app.
11. Social Media.
Links to GenoPalate's social media pages (e.g., Facebook, Instagram, and Linkedin) are included on the website and mobile app (“Social Media Pages”). Because anyone may post or tag on Social Media Pages, posts do not necessarily reflect GenoPalate's views. We will treat all information posted to our Social Media pages as non-confidential. We reserve the right to remove anything from our Social Media Pages, in our sole discretion. We may also take steps to block users from access to our Social Media Pages who violate these Terms. If we follow, like, re-tweet, favorite, share, or re-post an individual’s content on our Social Media Pages, we are not endorsing that third party or any product, service or company they represent.
12. NO WARRANTY.
THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. GENOPALATE DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE SERVICES. GENOPALATE DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. GENOPALATE IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS ON THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GENOPALATE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, AND NONINFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE. GENOPALATE HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY DATA OR USER COMMUNICATION. WE ARE NOT RESPONSIBLE FOR ANY VIRUS OR OTHER MALWARE THAT MAY INFECT YOUR DEVICE FROM OUR SERVICES, OR ANY DAMAGES CAUSED FROM SUCH VIRUS OR MALWARE.
GENOPALATE DOES NOT PROVIDE MEDICAL SERVICES AND THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF TELECOMMUNICATIONS, THE INTERNET, WIRELESS NETWORKS, AND ELECTRONIC COMMUNICATIONS. GENOPALATE IS NOT RESPONSIBLE FOR ANY DELAYS, INACCURACIES, DELIVERY FAILURES, OR OTHER FAILURES OR DAMAGE RESULTING FROM THOSE PROBLEMS OR ANY OTHER PROBLEMS OUTSIDE OF GENOPALATE’S REASONABLE AND DIRECT CONTROL.
WE MAKE NO REPRESENTATION THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. IF YOU CHOOSE TO ACCESS OR USE THE SERVICES FROM LOCATIONS OTHER THAN THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS AND REGULATIONS.
YOUR USE OF THE SERVICES (INCLUDING ALL REPORTS) IS AT YOUR OWN RISK AND YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE SERVICES, AND ANY OTHER DAMAGE THAT MAY BE INCURRED.
NO INFORMATION, ORAL OR WRITTEN, OBTAINED BY YOU FROM GENOPALATE OR IN ANY MANNER FROM THE SERVICES CREATES ANY WARRANTY.
13. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GENOPALATE, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, OR LICENSORS (TOGETHER, “GENOPALATE PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES (INCLUDING WITHOUT LIMITATION THE INPUT OF PERSONAL AND OTHER INFORMATION INTO THE SERVICES AND ANY ACTIONS YOU TAKE AS A RESULT OF USING THE SERVICES), WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF A GENOPALATE PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE.
YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE GENOPALATE PARTIES’ LIABILITY TO YOU EXCEED $100, EVEN IF THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
You will indemnify, defend, and hold harmless the GenoPalate Parties from and against all losses, claims, liabilities, demands, complaints, actions, damages, judgments, settlements, fines, penalties, expenses, and costs (including reasonable attorneys’ fees) that arise out of or in connection with (a) your access to or receipt or use of the Services (including DNA test kits); (b) your misuse of or reliance on any material, data, or other documentation or information downloaded or otherwise obtained from the Services, including Reports; (c) your submission of information (including personal information) using or in connection with the Services; (d) your violation of or noncompliance with applicable laws or regulations; (e) use of the Services for unlawful purposes; (f) your violation of any third party’s rights; (g) your negligence, willful misconduct, other tortious acts or omissions, or fraud; or (h) your breach of these Terms. We reserve, and you grant to us, the exclusive right to assume the defense and control of any matter subject to indemnification by you.
15. Sweepstakes, Promotions & Contests.
We may offer sweepstakes, promotions or contests that you may participate in at your option. Sweepstakes, promotions and contests may be subject to additional terms and conditions which will be presented to you at such time.
GenoPalate is the exclusive owner of and you hereby irrevocably assign to GenoPalate at no cost all right, title, and interest (including all intellectual property rights) in and to all feedback pertaining to the Services that you may provide, including suggestions, enhancements, recommendations, and comments. You understand that feedback may be used by or on behalf of GenoPalate for any purpose but that GenoPalate is not required to use any feedback.
17. Injunctive Relief.
Your violation of GenoPalate’s intellectual property rights would cause irreparable harm to GenoPalate and monetary damages would be insufficient to remedy that harm. Accordingly, in the event of an actual or threatened violation of our intellectual property rights, we will be entitled to injunctive relief, without the need to post bond, prove damages, or meet any similar requirement, as well as any other remedies available at law or at equity.
18. Third-Party Websites and Services.
19. Linking to the Website.
You may not link to our website without our prior written consent. You are responsible for all costs we incur enforcing this clause.
20. Beta Testing New Services.
We may provide you the option to beta-test certain new add-on Services. In the event you agree to participate in any beta-testing of new add-on Services, additional terms and conditions may apply, in addition to these Terms, which will be made available to you at the time you agree to participate in such beta-testing.
21. Governing Law.
These Terms are governed by the laws of the state of Wisconsin, without regard for its conflict of law principles. The Uniform Computer Information Transactions Act or any version thereof adopted by any state in any form does not apply to these Terms. Venue is exclusively in the state or federal courts, as applicable, located in Milwaukee County, Wisconsin, with respect to any dispute arising under these Terms unless otherwise determined by GenoPalate in its sole discretion. The parties expressly agree to the exclusive jurisdiction of those courts.
22. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury.
Please read the following paragraphs carefully because they require you to arbitrate disputes with GenoPalate and limit the manner in which you can seek relief from us.
a. Applicability.Any dispute, claim, or controversy arising out of or relating to the Services or these Terms, including the breach, termination, enforcement, interpretation, or validity of these Terms (together, “Disputes”), will be resolved by binding arbitration on an individual basis as described in these Terms (this “Arbitration Agreement”). But, in the event of any actual, alleged, or threatened violation of confidentiality or violation of GenoPalate’s intellectual property or other proprietary rights, GenoPalate may immediately resort to court proceedings in a court of competent jurisdiction in order to seek immediate injunctive relief without posting bond, proving damages, or meeting any similar requirement. Any institution of any action for injunctive relief will not constitute a waiver of the right or obligation of either party to submit any claim seeking relief other than injunctive relief to arbitration. This Arbitration Agreement applies to you; GenoPalate Parties; their respective predecessors in interest, successors in interest, and assigns; authorized and unauthorized users or beneficiaries of the Services; and any third-party beneficiaries.
b. Arbitrator.Arbitration proceedings will be administered by JAMS/Endispute (“JAMS”) before an arbitrator selected pursuant to the JAMS rules. The decision of the arbitrator will be final and binding. Any final award or judgment may be filed and enforced in any court of competent jurisdiction. Each party will bear its own expenses and fees, including without limitation its own attorneys’ fees and costs, arising from arbitration, unless the arbitrator determines that your claims were improper or frivolous, in which case the arbitrator may require you to reimburse the GenoPalate Parties for certain fees and expenses in accordance with the JAMS rules. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action. The parties understand that they would have had a right or opportunity to litigate Disputes through a court, to have a judge or jury decide their case, and to participate in a class action or other proceeding involving multiple claimants, but they have instead chosen to have all Disputes decided through individual arbitration.
c. Place; Federal Arbitration Act. The place of arbitration will be Milwaukee, Wisconsin, unless otherwise agreed to in writing by all parties to the arbitration. This Arbitration Agreement evidences a transaction involving interstate commerce and the Federal Arbitration Act, 9 U.S.C. Sections 1-16, will govern the interpretation, enforcement, and proceedings pursuant to this Arbitration Agreement.
d. Confidentiality. Any and all actions taken under this Arbitration Agreement, including all filings, orders, judgments, and awards made in any arbitration proceeding, are confidential and may not be disclosed to any third party.
e. Time Limitation on Claims. Arbitration proceedings must be initiated within one year after any Dispute arises; otherwise, the Dispute is permanently barred.
You may not assign these Terms or any of its rights or obligations under these Terms, in whole or in part, without GenoPalate’s prior written consent. Any attempted assignment by you in violation of this section will be void. GenoPalate may assign these Terms or any of its rights or obligations under these Terms, in whole or in part, without obtaining your consent. These Terms are binding upon and inures to the benefit of GenoPalate’s successors and assigns.
24. Third-Party Beneficiaries.
These Terms do not confer any rights, remedies, or benefits upon any person other than you and GenoPalate, except that our affiliates, our mobile app store providers (e.g. Google and Apple), and Shopify, Inc., our website hosting services provider, are third-party beneficiaries of these Terms.
25. Force Majeure.
GenoPalate will not be liable to you for any delay or other failure to perform under these Terms that is due to causes beyond GenoPalate’s control, including without limitation acts of God, actions of government, acts of a public enemy, terrorist threats or acts, civil disorders or disturbances, strikes or other labor disputes, fires, floods, earthquakes, blizzards, other acts of nature, explosions, national emergencies, power, telecommunications, Internet, satellite, and network outages or failures, and similar causes and events.
26. Relationship of the Parties.
GenoPalate is an independent contractor. These Terms do not create any employment, agency, partnership, or joint venture relationship between the parties.
27. Notice.All notices, consents, and other communications permitted or required to be given under these Terms must be in writing and addressed to the recipient as provided in this section and will be deemed validly given upon delivery if personally delivered with fees prepaid, including by a recognized courier service; upon receipt if delivered by certified or registered United States mail, postage prepaid and return receipt requested, as indicated by the date on the signed receipt; or on the date the email is sent if via email, provided a hard copy is also provided. Where GenoPalate is the recipient, communications must be sent to GenoPalate, Inc., 10437 W Innovation Dr Suite 518., Milwaukee, Wisconsin 53226, with a copy to email@example.com. Where you are the recipient, communications must be sent to any address on file with GenoPalate.
28. Entire Agreement; Interpretation.
Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, our intellectual property rights, or dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of the Services.
30. New Jersey Consumers. To the extent required by New Jersey state law, no provision in these Terms shall apply to any consumer in New Jersey if the provision limits remedies for (i) negligence, (ii) products liability claims, (iii) the punitive damages laws, (iv) the New Jersey Uniform Commercial Code, or (v) failure to reasonably protect against harm arising from certain criminal acts of third parties (e.g., computer hacking and identity theft). The provisions of these Terms concerning the exclusion or limitation of certain damages are not applicable in New Jersey with respect to statutory damages, punitive damages, loss of data, and loss of or damage to property, to the extent required by New Jersey state law. GenoPalate reserves all rights, defenses and permissible limitations under the laws of New Jersey and under the laws of your state of residence.
31. California Users. Under California Civil Code Section 1789.3, California users of the Services receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N Street, #501, Sacramento, California 95814, or by telephone at 1-916-445-1254.
32. Contact Us. Please direct any questions and concerns regarding these Terms or the Services to us by email at firstname.lastname@example.org, by telephone at 414-801-6686, or by mail at GenoPalate, Inc.; Attn: Legal Department; GenoPalate Inc, 10437 W Innovation Dr # 123, Milwaukee, WI 53226.