Terms of Service
Effective Date / Last Updated: September 24, 2020
These Terms of Service (“Terms”) govern your access to and use of GenoPalate's website,mobile application ("mobile app") the online customer portal throughwhich you access your account, and the related services (including DNA testingservices, add-on Services, and any software applications) (collectively, the"Services") provided byGenoPalate, 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 withthese Terms, please do not access or use the Services.
We reserve the right to modify these Terms at any time. All changes willbe effective immediately upon posting to the Services and, by accessing orusing the Services after changes are posted, you agree to those changes.However, with respect to material changes only, you may choose to exercise yourright below to terminate your GenoPalate account if any material changes arenot acceptable. Material changes will be conspicuously posted on the Servicesor otherwise communicated to you.
ARBITRATION NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION. YOU AGREE THATDISPUTES BETWEEN YOU AND GENOPALATE WILL BE RESOLVED BY BINDING ARBITRATION ANDYOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDEARBITRATION.
- License; Term.
- GeneralLicense. Provided you comply with these Terms,GenoPalate grants you a nonexclusive, non-assignable, nontransferable,non-sublicensable, revocable, limited license to access and use the Servicessolely for your own personal noncommercial purposes.
- Use ofGenetic Reports and Other Results.Toexpand upon the definition listed in the first paragraph above,“Services” also includes, without limitation, all genetic and nutritionreports, personalized recipes, and other documents, reports, andmaterials generated or produced as a result of your use of the Services(together, “Reports”). Inaddition to the general license granted above, you may download and copyReports provided to you by GenoPalate and share those Reports withothers, provided you do not sell or otherwise commercialize those Reportsnor modify or delete any copyright, trademark, or other proprietarynotices.
- Term. These Terms begin upon the earlier of (i) your clicking to acceptthese Terms, where that option is available, or (ii) your first access toor use of the Services (including by purchasing or registering a DNA testkit, ordering Data testing services, submitting a saliva sample, orfilling out any questionnaire on our website or within our mobile app)and will continue in effect until these Terms are terminated as providedbelow.
- 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 andcontent, and the design, selection, and arrangement of content, and allintellectual property rights in the foregoing (collectively, the "Content"), are exclusivelythe property of GenoPalate or, as applicable, its suppliers and licensors,and are protected by copyright, trademark, and other intellectual propertylaws. Any reference to the Services includes the Content.
As between youand GenoPalate, any research or analyses resulting from or including yourpersonal information, genetic material, or DNA samples, is the sole andexclusive property of GenoPalate (e.g. research performed on biobanked
DNA samples. See our Research and BiobankingF.A.Q.s for more information).
GenoPalate and its suppliers andlicensors, as applicable, are and will remain the exclusive owners of allright, title, and interest in and to the Services and Content, and all ideas,concepts, know-how, methodologies, and techniques related to the Services andContent, including all patent, copyright, trademark, trade secret, and otherintellectual property rights in or to the same, whether owned or developed byor on behalf of GenoPalate or its suppliers or licensors, and including allmodifications, enhancements, improvements, and derivative works of any of theforegoing, regardless of when created or by whom.
Nothing in these Terms grants to youany right to use GenoPalate's or any third party's trademarks, trade names,service marks, logos or names. Anyunauthorized use of any trademarks, trade dress, copyrighted materials, or anyother intellectual property belonging to GenoPalate or any third party isstrictly prohibited and may be prosecuted to the fullest extent of the law.
Except as expressly stated in theseTerms, no licenses or other rights, express or implied, are granted byGenoPalate to you under any patent, copyright, trademark, trade secret, orother intellectual property right of GenoPalate. The Services may containreferences to third-party trademarks and copies of third-party copyrightedmaterials, which are the property of their respective owners.
- Restrictions on Your Use of theServices.
- 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 createderivative works of the Services or any part of the Services (includingany Reports) without GenoPalate’s prior written consent.
- You will not obscure, modify, alter, remove, or delete anycopyright, trademark, proprietary, or intellectual property notices,markings, or designations in or on the Services or any Reports.
- You will not use the Services if you are under the age of majorityin your place of residence (typically 18 or 19 years old).
- You will not use the Services for unlawful purposes. You areresponsible for complying with all applicable laws and regulations,including all applicable rules regarding online conduct.
- 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 intellectualproperty rights, and privacy rights.
- You will not submit inaccurate, incomplete, or out-of-dateinformation via the Services (including misrepresenting your medicalhistory, food allergies, or other attributes), commit fraud or falsifyinformation in connection with your use of the Services, act maliciouslyagainst the business interests or reputation of GenoPalate, submit anyinformation or content that you do not have permission to provide toGenoPalate, or submit or post anything to the Services that isfraudulent, libelous, obscene, pornographic, indecent, violent,offensive, hate speech, harassing, threatening, defamatory, harms anotherperson or invades the privacy of another.
- 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 tothe Services. You will not access, use, or analyze the Services for anypurpose that is to GenoPalate’s detriment or commercial disadvantage. Youwill not use the Services as part of any effort to compete withGenoPalate or to provide services as a service bureau.
- You will not impersonate or attempt to impersonate any otherperson. You will not create an account for any person or order Servicesfor any person other than yourself without that other person’spermission. You will not sell or otherwise transfer your GenoPalateaccount.
- 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 ormechanisms. You will not engage in data mining or similar data gatheringor extraction activities or retrieve data or other content from theServices for purposes of creating or compiling that content for anypurpose other than your authorized use of the Services as permitted bythese Terms.
- You will not use the Services to post, transmit, input, upload, orotherwise 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 programmingroutines, including those designed to or that reasonably may disable,damage, impair, interfere with, surreptitiously intercept, or expropriatethe Services or any computers, hardware, software, system, data, ornetworks.
- You will not engage in activities that aim to render the Servicesor associated services inoperable or to make their use more difficult.
- DNA Testing Services. Please review the following paragraphs carefullybefore you decide to use our DNA testing services.
- How ItWorks. Each DNA test kit is sent with its ownunique product key code that allows the recipient to create an onlineaccount. After you purchase a DNA test kit through our website, we willsend 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 mustobtain the product key code sent to the purchaser in order to create yourGenoPalate account and to register the DNA test kit on our website. Ifyou have previously worked with another DNA testing company, you canpurchase a DNA data upload from us, in which case you do not need a DNAtest kit, nor do you need to provide us with a saliva sample. After youpurchase a DNA data upload, please ask the applicable third-party DNAtesting company for your raw genetic data. That DNA data will need to beuploaded through your GenoPalate account in .txt format. We will not beable to generate Reports unless you (i) provide a saliva sample to us or(ii) upload .txt file of your DNA data.
- Permission forDNA Test Services. You give permission to GenoPalate, itscontractors, successors and assignees to perform the DNA test servicesfrom the saliva sample you submit and disclose the analyses performed onyour DNA to you and to others you specifically authorize.
- DNA Datafrom Third Parties. Any agreement betweenyou and any third party for the provision of or with regard to DNA datafrom that third party to GenoPalate is solely between you and that thirdparty. GenoPalate is not responsible for any third parties or theirpractices.
- YourWarranties. You warrant that you are in compliancewith and will comply with all laws and regulations applicable to yourreceipt or use of DNA testing services. You warrant that any salivasample you provide is in fact your own saliva and does not contain salivafrom any other person. You warrant that you are using the DNA testingservices solely for your own personal informational purposes. You warrantthat you are not an insurance company or employer attempting to obtaininformation about an insured person or employee. You warrant that you will not use theDNA test services for paternity testing. You warrant that you will notresell the DNA test services or related kits we provide.
- SalivaSamples Cannot Be Returned. Once youdeposit your saliva sample in the mail, it cannot and will not bereturned to you. Saliva samples will be analyzed by the applicablethird-party laboratory. We cannot comply with any requests to cancelanalyses once saliva samples have been deposited in the mail.
- Analyses ofOther Persons’ Samples. If yousubmit the personal information of any person other than yourself inusing the Services, including if you purchase a DNA test kit or arrangefor DNA testing services for another person, you warrant that you havethat person’s permission—or the written permission of that person’s legallyauthorized representative, as applicable—to provide us with thatinformation. The legally authorized representative, as applicable,assumes full responsibility for ensuring that the information that he/sheprovides to GenoPalate is kept secure and that the information submittedis accurate. The Services are only intended for adults who are the age ofmajority in their state of residence (typically this is 18 or 19 years ofage). You should not submit saliva samples belonging to a person underthe age of majority.
- ResultsLimited to Current Knowledge. DNAtesting results are generated using the genetic knowledge then being usedby GenoPalate to provide our DNA testing services. Future knowledge orresearch may reveal previous knowledge (and therefore DNA testingresults, Reports, or their conclusions) to have been inaccurate orincomplete.
- Nature ofResults. DNA testing results are for the subject’sown informational and descriptive purposes only. DNA testing servicesresults should not be used for diagnostic or medical purposes. GenoPalatedoes not warrant or endorse any specific or general actions or inactionsthat may be taken (or not taken) in response to the results of our DNAtesting services.
- Consult aHealth Care Professional. If youhave questions about or would like to discuss or learn more about theresults of our DNA testing services, please consult your nutritionist,dietitian, geneticist, physician, or other medical or health careprofessional. You should consult a medical or health care professionalbefore acting on or making decisions in response to any results of ourDNA testing services.
- SharingResults. If you decide to share Reports or otherresults of our DNA testing services with anyone (including medical orhealth care professionals), we cannot and do not control how thosepersons will use or disclose that information. You, alone, areresponsible for how and with whom you share the results of our DNAtesting services.
- Biobanking. You have the option to separately consent to biobank your DNAsample with GenoPalate. "Biobanking" means that GenoPalate and its third-partygenotyping laboratory will store your DNA sample and related personalinformation for up to 10 years and use such information to perform additionalresearch and analyses. Biobanking is a separate, additional Service fromthe Services purchased by you regarding analysis of your geneticinformation to provide you Reports about eating for your genes.
We only biobank your DNA sample and related personal information if you havesigned our "Consent to Biobanking" form found inside of yourGenoPalate account. You may withdrawyour consent to biobanking at any time by firstname.lastname@example.org. There is no penaltyfor withdrawing your consent. To learnmore about how we use your bio banked DNA, please see ourPrivacyPolicy.
Biobanking is provided at no cost toyou. If you consent to biobanking,GenoPalate has no obligation to provide you with any additional information,research or analyses results, or any additional services. If you consent tobiobanking, you understand and agree that GenoPalate and certain third partiesmay use and store your DNA sample and related personal information (incompliance with ourPrivacyPolicy) without further compensation or attributionto you.
Biobanking is further described inour F.A.Q.s which can be foundhere. The biobanking F.A.Q.s are incorporated into and part ofthese Terms.
- NoCompensation. You understand that you are not entitledto any payment or other compensation or financial benefit of any kindfrom GenoPalate or any third party as a result of or in connection withour Services, including our use of DNA testing results or our use of yourdata, including personal information, that you provide in order toreceive Services, including add-on Services and biobanking.
- No License;No Ownership. Except for your limited right todownload, copy, and share Reports as described at Section 2 above, you donot obtain any license, ownership, or other right, title, or interest,express or implied, in or to any results of our Services or any productsor services that may be developed or improved upon using informationresulting from our Services (including any patent, copyright, trademark,trade secret, or other intellectual property rights in or to the same).
- Terms of Sale.
- Shippingand Handling; Taxes. Unless otherwise notedat the point of sale, shipping and handling fees for DNA testing kitswill be charged separately and are your responsibility. GenoPalatecharges you for sales, use, and other taxes for products and servicesordered through our website or mobile app to the extent required by law.GenoPalate will not ship any orders outside of the continental UnitedStates.
- OrderAcceptance. Nothing on our website or mobile appconstitutes an offer, but an invitation to you to make an offer topurchase DNA test kits, DNA data uploads, or other products or servicesthrough our website or mobile app. All orders are subject to acceptanceby GenoPalate. In addition, there may be certain orders that we cannotaccept or must cancel. We reserve the right, in our sole discretion andwithout liability, to reject or cancel any order not yet shipped for anyreason, including the following: limitations on quantities available forpurchase; inaccuracies or errors in product descriptions, images, orpricing information; and problems identified by credit and fraudavoidance services. We may also require verifications, approvals, orother information before considering acceptance of any order. We willcontact you if all or any portion of your order is rejected or canceledor if additional information is required to accept your order. An orderis deemed accepted when GenoPalate ships the products ordered (where applicable).
- Errors inSample Processing. If the volume of yoursaliva sample is too low, if your saliva sample does not containsufficient DNA material, or if the saliva sample you provide containsother issues or errors, the third-party laboratory may not be able toanalyze or process your saliva sample. In this event, GenoPalate willsend you a replacement DNA test kit for reprocessing at no additionalcharge to you. If the third-party laboratory is unable to analyze orprocess your second saliva sample, GenoPalate will either refund to thepurchaser the original amount paid for the DNA test kit (excludingshipping and handling) or will offer to send you a second replacement DNAtest kit at no additional charge. If you choose to and do provide a thirdsaliva sample but the third-party laboratory is again unable to analyzeor process your saliva sample, GenoPalate will refund to the purchaserthe original amount paid for the DNA test kit (excluding shipping andhandling). If we issue the purchaser of a DNA test kit a refund underthis subsection, you agree to not submit another saliva sample toGenoPalate without our prior written consent; regardless, if you submitanother saliva sample to GenoPalate in the future, we will not beresponsible for analyzing or processing that sample.
- Errors inDNA Data. If any DNA data you provide is corrupted,incomplete, or contains other issues or errors, GenoPalate may not beable to analyze that DNA data. In this event, GenoPalate will refund tothe purchaser the original amount paid for the DNA data upload. In suchan event, we recommend that you instead purchase a DNA test kit.
- Your Account. While you may purchase DNA test kits, DNA datauploads, and other products and services through our website or mobile appas a guest, you will be required to set up an online GenoPalate account inorder to receive DNA testing services from GenoPalate. You also will berequired to set-up an account with GenoPalate in order to access ourmobile app or to use add-on Services through your Account. You will berequired to submit certain information in order to create your account,including personal information, and will be required to establish ausername and password. You may also provide additional personalinformation requested in the Services, at your option. Certain add-onServices may not be available to you if certain information, includingpersonal information, is not provided. You are responsible for maintainingthe confidentiality of any information you use in connection with theServices, including your username and password. You are responsible forall activity on your account. You agree to maintain true, accurate andcurrent account information and to promptly update your account to keep ittrue, accurate and current. If youbelieve someone else has accessed your account, please change yourpassword and notify us immediately email@example.com.
You agree that by signing into youraccount, including by using the mobile app, we may display your genetic andrelated nutrition results, and related recommendations, food logging, grocerylists and other add-on Services to you. These displays may include geneticvariants, genotypes and related gene information, as well as informationrelated to how your logged activity compares to recommendations made by theServices.
We also maintain the right tofilter, remove, modify, refuse to display or delete any content that you submitto the Services in order to comply with applicable laws or if we believe suchcontent is contrary to the visions and purpose of GenoPalate.
- Availability of Products andServices; Right to Modify the Services. The prices and availability of products and services,including DNA testing services, add-on Services, and biobanking mentioned on or madeavailable through our website or mobile app may change at any time withoutnotice to you and without liability. GenoPalate reserves the right, forany reason and at any time and without notice or liability to you, tomodify or cease offering any Services, including without limitation themobile app. Prices remain valid while they are listed and offered on ourwebsite or mobile app. Prices will be as posted on our website or mobileapp as of the date and time of your order, as applicable. GenoPalate isnot responsible for any pricing or typographical errors on our website orin our mobile app. Availability of products and services may be limitedand products may not be available for immediate delivery.
- Monitoring the Services. You understandand agree that GenoPalate may monitor the use of the Services, at anytime, including but not limited your account and the mobile app.
- Social Media. Links toGenoPalate's social media pages (e.g., Facebook, Instagram, Twitter, 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 notnecessarily reflect GenoPalate's views. We will treat all information posted to our Social Media pages as non-confidential. We reserve the right to remove anythingfrom our Social Media Pages, in our sole discretion. We may also take steps to block usersfrom 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, weare not endorsing that third party or any product, service or company theyrepresent.
- NO WARRANTY. THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” ANDWITHOUT ANY WARRANTY OF ANY KIND. GENOPALATE DOES NOT WARRANT OR GUARANTEETHE ACCURACY, RELIABILITY, QUALITY, COMPLETENESS, TIMELINESS, ORAVAILABILITY OF THE SERVICES. GENOPALATE DOES NOT WARRANT OR GUARANTEETHAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY DEFECTS INTHE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKETHEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS ORCOMPONENTS. GENOPALATE IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS ONTHE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, GENOPALATE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITHRESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION THOSE REGARDINGAVAILABILITY, QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY USE ORPURPOSE, COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, TITLE, ANDNONINFRINGEMENT, AS WELL AS ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OFDEALING 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 OTHERMALWARE THAT MAY INFECT YOUR DEVICE FROM OUR SERVICES, OR ANY DAMAGES CAUSEDFROM SUCH VIRUS OR MALWARE.
GENOPALATE DOES NOT PROVIDE MEDICALSERVICES AND THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONALMEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.
YOU ACKNOWLEDGE AND AGREE THAT THESERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT INTHE USE OF TELECOMMUNICATIONS, THE INTERNET, WIRELESS NETWORKS, AND ELECTRONICCOMMUNICATIONS. GENOPALATE IS NOT RESPONSIBLE FOR ANY DELAYS, INACCURACIES,DELIVERY FAILURES, OR OTHER FAILURES OR DAMAGE RESULTING FROM THOSE PROBLEMS ORANY OTHER PROBLEMS OUTSIDE OF GENOPALATE’S REASONABLE AND DIRECT CONTROL.
WE MAKE NO REPRESENTATION THAT THESERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THEUNITED STATES. IF YOU CHOOSE TO ACCESS OR USE THE SERVICES FROM LOCATIONS OTHERTHAN THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FORCOMPLYING WITH APPLICABLE LAWS AND REGULATIONS.
YOUR USE OF THE SERVICES (INCLUDINGALL REPORTS) IS AT YOUR OWN RISK AND YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGETO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATATHAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE SERVICES, AND ANYOTHER DAMAGE THAT MAY BE INCURRED.
NO INFORMATION, ORAL OR WRITTEN,OBTAINED BY YOU FROM GENOPALATE OR IN ANY MANNER FROM THE SERVICES CREATES ANYWARRANTY.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNO EVENT WILL GENOPALATE, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVEDIRECTORS, OFFICERS, OWNERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES,CONSULTANTS, AGENTS, SUPPLIERS, OR LICENSORS (TOGETHER, “GENOPALATE PARTIES”) BE LIABLE FORANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, ORCONSEQUENTIAL 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 USEOF, OR INABILITY TO ACCESS OR USE, THE SERVICES (INCLUDING WITHOUTLIMITATION THE INPUT OF PERSONAL AND OTHER INFORMATION INTO THE SERVICESAND ANY ACTIONS YOU TAKE AS A RESULT OF USING THE SERVICES), WHETHER THECLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,WARRANTY, OR OTHERWISE, AND EVEN IF A GENOPALATE PARTY HAS EXPRESSKNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE.
YOUR SOLE AND EXCLUSIVE REMEDY IS TOSTOP ACCESSING AND USING THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NOEVENT WILL THE GENOPALATE PARTIES’ LIABILITY TO YOU EXCEED $100, EVEN IF THISREMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THEEXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS ANDLIMITATIONS MAY NOT APPLY TO YOU.
- Indemnification. You will indemnify, defend, and hold harmless theGenoPalate Parties from and against all losses, claims, liabilities,demands, complaints, actions, damages, judgments, settlements, fines,penalties, expenses, and costs (including reasonable attorneys’ fees) thatarise out of or in connection with (a) your access to or receipt or use ofthe Services (including DNA test kits); (b) your misuse of or reliance onany material, data, or other documentation or information downloaded orotherwise obtained from the Services, including Reports; (c) your submissionof information (including personal information) using or in connectionwith the Services; (d) your violation of or noncompliance with applicablelaws or regulations; (e) use of the Services for unlawful purposes; (f)your violation of any third party’s rights; (g) your negligence, willfulmisconduct, other tortious acts or omissions, or fraud; or (h) your breachof these Terms. We reserve, and you grant to us, the exclusive right toassume the defense and control of any matter subject to indemnification byyou.
- Sweepstakes, Promotions &Contests.We may offersweepstakes, promotions or contests that you may participate in at youroption. Sweepstakes, promotions and contests may be subject to additionalterms and conditions which will be presented to you at such time.
- Feedback / Stories.GenoPalate is the exclusiveowner of and you hereby irrevocably assign to GenoPalate at no cost allright, title, and interest (including all intellectual property rights) inand to all feedback pertaining to the Services that you may provide,including suggestions, enhancements, recommendations, and comments. Youunderstand that feedback may be used by or on behalf of GenoPalate for anypurpose but that GenoPalate is not required to use any feedback.
Furthermore, ifyou submit your story to us on the "Stories" page of our website, youagree to only provide accurate, complete information that you have a right toprovide. You grant to GenoPalate a worldwide, nonexclusive, transferable,perpetual, sublicenseable right and license to post your story andany photo that you send to us relating to the story on our website, andotherwise use such information for our business purposes. You understand thatany story and related information you send to us may become public informationand will not be treated confidentially (although we will not post your lastname on the website). We have no obligation to review or use any story that yousend to us. While GenoPalate makes commercially reasonable efforts to only posttrue, accurate information on its website, GenoPalate relies on the users whosend us their stories to provide true and accurate information. Therefore,GenoPalate makes no warranty of truth or accuracy.
Any feedback orstories may be used by GenoPalate without attribution or compensation to you.
- Injunctive Relief. Your violation of GenoPalate’s intellectual propertyrights would cause irreparable harm to GenoPalate and monetary damageswould be insufficient to remedy that harm. Accordingly, in the event of anactual or threatened violation of our intellectual property rights, wewill be entitled to injunctive relief, without the need to post bond,prove damages, or meet any similar requirement, as well as any otherremedies available at law or at equity.
- Linking to the Website. You may notlink to our website without our prior written consent. You are responsible for all costs weincur enforcing this clause.
- Beta Testing New Services. We may provideyou the option to beta-test certain new add-on Services. In the event youagree 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 participatein such beta-testing.
- Governing Law. These Terms are governed by the laws of the state ofWisconsin, without regard for its conflict of law principles. The UniformComputer Information Transactions Act or any version thereof adopted byany state in any form does not apply to these Terms. Venue is exclusivelyin the state or federal courts, as applicable, located in MilwaukeeCounty, Wisconsin, with respect to any dispute arising under these Termsunless otherwise determined by GenoPalate in its sole discretion. Theparties expressly agree to the exclusive jurisdiction of those courts.
- Arbitration Agreement; ClassWaiver; Waiver of Trial by Jury. Please read the following paragraphs carefully becausethey require you to arbitrate disputes with GenoPalate and limit themanner in which you can seek relief from us.
- Applicability. Any dispute, claim, or controversy arising out of or relating tothe Services or these Terms, including the breach, termination,enforcement, interpretation, or validity of these Terms (together, “Disputes”), will be resolved bybinding arbitration on an individual basis as described in these Terms(this “Arbitration Agreement”).In the event of any actual, alleged, or threatened violation ofconfidentiality or violation of GenoPalate’s intellectual property orother proprietary rights, GenoPalate may immediately resort to courtproceedings in a court of competent jurisdiction in order to seekimmediate injunctive relief without posting bond, proving damages, ormeeting any similar requirement. Any institution of any action forinjunctive relief will not constitute a waiver of the right or obligationof either party to submit any claim seeking relief other than injunctiverelief to arbitration. This Arbitration Agreement applies to you;GenoPalate Parties; their respective predecessors in interest, successorsin interest, and assigns; authorized and unauthorized users orbeneficiaries of the Services; and any third-party beneficiaries.
- Arbitrator. Arbitration proceedings will be administered by JAMS/Endispute (“JAMS”) before an arbitratorselected pursuant to the JAMS rules. The decision of the arbitrator willbe final and binding. Any final award or judgment may be filed andenforced in any court of competent jurisdiction. Each party will bear itsown expenses and fees, including without limitation its own attorneys’fees and costs, arising from arbitration, unless the arbitratordetermines that your claims were improper or frivolous, in which case thearbitrator may require you to reimburse the GenoPalate Parties forcertain fees and expenses in accordance with the JAMS rules. Anyarbitration proceeding may not be consolidated or joined with any otherproceeding and will not proceed as a class action. The parties understand that they would have had a right oropportunity to litigate Disputes through a court, to have a judge or jurydecide their case, and to participate in a class action or otherproceeding involving multiple claimants, but they have instead chosen tohave all Disputes decided through individual arbitration.
- Place;Federal Arbitration Act. The placeof arbitration will be Milwaukee, Wisconsin, unless otherwise agreed toin writing by all parties to the arbitration. This Arbitration Agreementevidences a transaction involving interstate commerce and the FederalArbitration Act, 9 U.S.C. Sections 1-16, will govern the interpretation,enforcement, and proceedings pursuant to this Arbitration Agreement.
- Confidentiality. Any and all actions taken under this Arbitration Agreement,including all filings, orders, judgments, and awards made in anyarbitration proceeding, are confidential and may not be disclosed to anythird party.
- TimeLimitation on Claims. Arbitration proceedingsmust be initiated within one year after any Dispute arises; otherwise,the Dispute is permanently barred.
- Assignment. You may not assign these Terms or any of its rights orobligations under these Terms, in whole or in part, without GenoPalate’s priorwritten consent. Any attempted assignment by you in violation of thissection will be void. GenoPalate may assign these Terms or any of itsrights or obligations under these Terms, in whole or in part, withoutobtaining your consent. These Terms are binding upon and inures to thebenefit of GenoPalate’s successors and assigns.
- Third-Party Beneficiaries. These Terms do not confer any rights, remedies, orbenefits upon any person other than you and GenoPalate, except that ouraffiliates, our mobile app store providers (e.g. Google and Apple), and Shopify,Inc., our website hosting services provider, are third-party beneficiariesof these Terms.
- Force Majeure. GenoPalate will not be liable to you for any delay orother failure to perform under these Terms that is due to causes beyondGenoPalate’s control, including without limitation acts of God, actions ofgovernment, acts of a public enemy, terrorist threats or acts, civildisorders or disturbances, strikes or other labor disputes, fires, floods,earthquakes, blizzards, other acts of nature, explosions, nationalemergencies, power, telecommunications, Internet, satellite, and networkoutages or failures, and similar causes and events.
- Relationship of the Parties. GenoPalate is an independent contractor. These Termsdo not create any employment, agency, partnership, or joint venturerelationship between the parties.
- Notice. All notices, consents, and other communicationspermitted or required to be given under these Terms must be in writing andaddressed to the recipient as provided in this section and will be deemedvalidly given upon delivery if personally delivered with fees prepaid,including by a recognized courier service; upon receipt if delivered bycertified or registered United States mail, postage prepaid and returnreceipt requested, as indicated by the date on the signed receipt; or onthe date the email is sent if via email, provided a hard copy is alsoprovided. Where GenoPalate is the recipient, communications must be sentto GenoPalate, Inc., 10437 W. Innovation Drive, Suite 518, Milwaukee,Wisconsin 53226, with a copy firstname.lastname@example.org. Where you are the recipient, communications must besent to any address on file with GenoPalate.
GenoPalate’s failure to enforce anyprovision of these Terms will not constitute a waiver of that provision or anyother provision. Any waiver of any provision of these Terms will be effectiveonly if in writing and signed by GenoPalate. If any provision of these Terms isheld invalid, void, or unenforceable, that provision will be severed from theremaining provisions and the remaining provisions will remain in full force andeffect. The headings in these Terms are for convenience only and do not affectthe interpretation of these Terms.
- Survival. Any provisions of these Terms that are intended tosurvive termination (including any provisions regarding indemnification,limitation of our liability, our intellectual property rights, or disputeresolution) will continue in effect beyond any termination of these Termsor of your access to or use of the Services.
- New Jersey Consumers. Tothe extent required by New Jersey state law, no provision in these Termsshall apply to any consumer in New Jersey if the provision limits remediesfor (i) negligence, (ii) products liability claims, (iii) the punitivedamages laws, (iv) the New Jersey Uniform Commercial Code, or (v) failureto reasonably protect against harm arising from certain criminal acts ofthird parties (e.g., computer hacking and identity theft). The provisionsof these Terms concerning the exclusion or limitation of certain damagesare not applicable in New Jersey with respect to statutory damages,punitive damages, loss of data, and loss of or damage to property, to theextent required by New Jersey state law. GenoPalate reserves all rights, defenses and permissible limitationsunder the laws of New Jersey and under the laws of your state ofresidence.
- California Users. UnderCalifornia Civil Code Section 1789.3, California users of the Servicesreceive the following specific consumer rights notice: The Complaint AssistanceUnit of the Division of Consumer Services of the California Department ofConsumer Affairs may be contacted in writing at 1020 N Street, #501,Sacramento, California 95814, or by telephone at 1-916-445-1254.
- ContactUs.Pleasedirect any questions and concerns regarding these Terms or the Services tous by email at email@example.com, by telephone at 414-801-6686,or by mail at GenoPalate, Inc.; Attn: Legal Department; GenoPalate Inc,10437 W Innovation Dr., Suite 518, Milwaukee,WI 53226.