Terms of Service
Last modified 5 | 11 | 2021
These Terms of Service govern your use of our website www.BASE10genetics.com (including but not limited to text, graphics, images, and other material and information) (the "Website") and any BASE10 Genetics products, software, mobile applications, and services (collectively, the "Services"). The Services are provided by us, BASE10 Genetics, Inc., a Delaware corporation whose principal place of business is at 8 West Monroe, Suite 2101 Chicago, IL 60603, United States ("BASE10," "we," "us," or "our").
These BASE10 Terms of Service and any additional terms, conditions, or policies that we post from time-to-time or that are made available to you from BASE10 through use of the Services, including our Privacy Statement (collectively, the "Terms of Service" or "TOS") set forth the terms and conditions under which you ("You," "Your," "User," or "Customer") may use the Services and any content and functions available on the Services.
Please read these Terms of Service carefully before using the Service. By visiting, installing, downloading, registering with, accessing, or using the Services, you are accepting the practices described in these Terms of Service and you agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, you must not use the Services.
You represent and warrant that you are over the age of 18, have the right and authority to enter into this agreement and the TOS, are fully able and competent to satisfy the terms, conditions, and obligations herein, you are not barred from receiving the Services under the laws of the country in which you are resident or from which you use the Services, and your use of the Services is and will be in compliance with all applicable laws. You represent that you have read, understood, agree with, and will abide by these Terms of Service.
1. Description of the Services
a. Except as specified herein, these Terms of Service apply to any use of the Services, including but not limited to:
i. accessing the Website, whether or not you register an account;
ii. submitting a test sample for processing;
iii. uploading a digital version or into machine-readable biometric data ("DNA Data") of the resulting analysis of your DNA Data, generated through processing of your test by BASE10 or by its contractors, successors, assignees, or otherwise processed by and/or contributed to BASE10 and interacting with it on the Website ("Test Information"); Contests and Promotions
iv. creating and using a BASE10 account without providing your test sample or DNA Data; and/or
v. any future services provided by BASE10.
b. The Services are provided using the current state-of-the-art research and technology available at the time of providing the Services. As research progresses and scientific knowledge and technology evolve, BASE10 is constantly innovating to improve its Services.
c. You acknowledge that the form and nature of the Services which BASE10 provides may change from time to time. BASE10 reserves all rights to stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at BASE10's sole discretion. BASE10 agrees to complete any outstanding orders as required by law.
a. No Commercial Use.
Unless authorized by BASE10 in writing, you may not use the Services for a business or commercial purpose or any purpose other than personal use.
b. Unlawful and Prohibited Uses.
You may not use the Services for any purpose that is unlawful or prohibited by these Terms of Service or any notices displayed on our Website.
c. US Delivery Only.
BASE10 cannot deliver test sample collection kits ("Test Kits") to addresses outside of the United States.
d. Non-Conforming Use.
You accept responsibility for the use of Services outside the terms of the TOS or other applicable terms.
You are solely responsible for procuring all equipment necessary to access online BASE10 Services, including a computer and modem or other access devices.
f. Usage Restrictions.
BASE10 reserves the right to set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service at any time, at its sole discretion.
3. Important Issues Regarding The Nature of BASE10 Services
a. Knowledge is Permanent
Once you obtain your Test Information, the knowledge is permanent. You should not assume that any information we may be able to provide to you, whether now or as research advances, will be welcome or positive. You should also understand that as research advances, in order for you to assess the meaning of your test in the context of such advances, you may need to obtain further services from BASE10 or from your physician or other health care provider.
b. Incomplete Processing and Reprocessing.
The laboratory may not be able to process your test sample, and the laboratory process may result in errors. The below sets out our sole responsibility to you in the event that we are unable to process your sample.
i. The laboratory may not be able to process your test sample if your test does not contain a sufficient volume of Biological Sample, you do not provide enough Biological Sample, or the results from processing do not meet our standards for accuracy. If the initial processing fails for any of these reasons, BASE10 will reprocess the same sample at no charge to you.
ii. If the second attempt to process the same sample fails, BASE10 will offer to send another Test Kit to you to collect a second sample at no charge. If you send another sample and BASE10's attempts to process the second sample are unsuccessful, BASE10 will not send additional sample collection kits and you or the person who paid for the Service (if that is not you) will be entitled to a complete refund of the amount paid to BASE10.
iii. In this event, you will not resubmit another sample through a future purchase of the Service. If you breach these Terms of Service and resubmit another sample through a future purchase of the service and processing is not successful, BASE10 will not offer to reprocess the sample or provide you or the person who paid for the Service (if that is not you) a refund.
iv. Even for processing that meets our high standards, a small, unknown fraction of the data generated during the laboratory process may be un-interpretable or incorrect (referred to as "Errors"). As this possibility is known in advance, users are not entitled to refunds or entitled to make any other claims where these Errors occur.
c. Implications of Results. If your data indicates that you are not at elevated risk for a particular disease or condition, you should not feel that you are protected. The opposite is also true; if your data indicates you are at an elevated risk for a particular disease or condition, it does not mean you will definitively develop the disease or condition. In either case, if you have concerns or questions about what you learn through BASE10, you should contact your physician or other health care provider.
d. Legal Protection of DNA Data. BASE10 makes no representations regarding the legal protection of DNA Data you provide. You may want to consult a lawyer to understand the extent of legal protection of the DNA Data you provide, which is the machine-readable biometric data of the saliva sample you provide ("Biological Sample"), and any information derived from it (resulting in "Genetic Information") before you share it with anybody.
e. No Endorsements.
BASE10 does not endorse, promise or guarantee the effectiveness of any specific course of action, resources, tests, physician or other health care providers, drugs, biologics, medical devices or other products, procedures, opinions or other information that may be mentioned on our Website or available through our Service.
f. By using the Services, you acknowledge and agree that:
i. Test Information is only part of the picture of any individual's state of being;
ii. the state of the understanding of Test Information is rapidly evolving and at any given time we only comprehend part of the picture of the role of genetics;
iii. only a trained physician or other health care provider can assess your current state of health or disease, taking into account many factors, including in some cases your genetics as well as your current symptoms, if any, as part of your diagnostic and treatment process; and
iv. BASE10 IS NOT RESPONSIBLE OR LIABLE FOR ANY TREATMENT OR DIAGNOSTIC DECISIONS, OR ANY LOSS RESULTING FROM USE OR RELIANCE ON THE SERVICES OR INFORMATION GATHERED THROUGH THE SERVICES.
4. Your Promises
a. By accessing BASE10 Services, you agree to, acknowledge, and promise as follows:
i. You give permission to BASE10, its contractors, successors, and assignees to perform testing services on your samples and you specifically request BASE10 to disclose the results of analyses performed on your sample to you and to others you specifically authorize.
ii. You are at least 18 years of age if you are providing a test sample or accessing your Test Information.
iii. Any sample you provide is your sample. If you are agreeing to these Terms of Service on behalf of a person for whom you have legal responsibility, you are confirming that the sample provided will be the sample of that person and that you have permission to submit that sample to BASE10.
iv. You are promising that you are not an insurance company or an employer attempting to obtain information about an insured person or an employee.
v. You are aware that some of the information you receive may provoke strong emotion.
vi. You take responsibility for all possible consequences resulting from your sharing with others access to your Genetic Information and the information about yourself, including your DNA Data, disease conditions, other health-related information, personal traits, ethnicity, family history, and other information that you enter into surveys, forms, or features while signed in to your BASE10 account ("Self-Reported Information").
vii. You understand that the information you provide that can be used to identify you, such as Self-Reported Information, either alone or in combination with other information that BASE10 collects and stores as set forth in the Privacy Statement ("Personal Information"), will be stored in BASE10 databases and will be processed in accordance with the BASE10 Privacy Statement.
b. You understand that by providing any test sample, having your Test Information processed, accessing your Test Information, or providing Self-Reported Information, you acquire no rights in any research or commercial products that may be developed by BASE10 or its collaborating partners. You specifically understand that, unless otherwise offered by BASE10, you will not receive compensation for any research or commercial products that include or result from your Genetic Information or Self-Reported Information.
c. You agree that you have the authority, under the laws of the country in which you reside, to provide these promises.
d. In case of breach of any one of these promises BASE10 may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will reimburse BASE10 and its affiliates against any liability, costs, or damages suffered by BASE10 and its affiliates arising out of the breach of the promises.
5. Ordering the Service
a. Order Process.
The BASE10 order process allows you to modify the order prior to submission of the order. You are responsible for monitoring the status of your order. No order is final until accepted by BASE10. We will send email confirmation to accept your order. Your order will be deemed completed when we make your results available to you./p>
b. Delivery Estimates.
Your estimated delivery date for your Test Kits will be as set out in the email confirmation following your order. The delivery date is an estimate, not a guarantee, and subject to change due to unforeseen circumstances outside of our control, affecting the Services, or in connection with our delivery partners.
c. Tracking Your Order.
If you have trouble finding out the status of your order or tracking its progress, please contact the company at (866) 710-1018 or email@example.com.
Once you place an order, you are obligated to pay for the Service ordered. You must provide your payment information when submitting your order, but BASE10 will not charge your chosen payment method until after BASE10 accepts your order.
The total price of the Service includes: (a) the amount quoted on our Website; and (b) applicable delivery charges. BASE10 reserves the right to change the price of the Service from time to time, but changes will not affect any order BASE10 has accepted. Applicable delivery charges for the Test Kit on are available on the shipping page of our order process on the Website.
7. Cancellation and Refunds
a. Cancellation of an Order
If we receive your request in advance of processing your test sample, you can cancel your order free of charge.
b. Refund Eligibility
If you placed an order for the Services that requires BASE10 to deliver a Test Kit to you directly and BASE10 has already begun processing or has already processed your test sample, you may still submit a written request to cancel your order and may be eligible for a refund. Such purchases are eligible for a refund if you request a refund and return the Test Kit within 14 days after the date on which you receive the order confirmation email (when BASE10 accepts your order), minus a $[FEE] processing fee. In any event, you must first return the Test Kit to BASE10 to receive a refund.
8. Account Creation, Customer Account, Password, and Security Obligations
a. Updated Account Information
You agree to provide and keep current true, accurate, current, and complete account information, or information that you provide to register an account with us or provide to purchase our Services, such as your name, date of birth, billing and shipping information, email address or phone number, gender, and account username and password about yourself as prompted by the Service ("Account Information").
b. Password Security.
You are responsible for maintaining the confidentiality of the password to your designated account to access the Service. You are fully responsible for all activities that occur under your password or account. If you allow third parties to access the Service through your username and password, you will reimburse BASE10 and its affiliates against any liability, costs, or damages, including attorney fees, arising out of claims or suits by such third parties based upon or relating to such access and use. You agree to:
i. immediately notify BASE10 of any unauthorized use of your password or account or any other breach of security; and
ii. ensure that you exit from your account at the end of each session.
c. BASE10 cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
9. Account Closure, Termination, or Suspension
a. Account Closure
If you no longer wish to participate in our Services or no longer wish to have your Personal Information be used, you may close your account by sending a request to firstname.lastname@example.org. When closing an account, we remove all Test Information within your account (or profile) within 30 days of our receipt of your request. In addition, we retain limited Account Information related to your order history (e.g., name, contact, and transaction data) as long as your account is active or as needed to provide you services, as well as for accounting, audit, and compliance purposes.
b. Account Termination or Suspension
We may limit, terminate, or suspend your access to the Services or refuse to provide you with further Services without a refund if you breach or act inconsistently with the letter or spirit of these Terms of Service including if BASE10 has a reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete.
10. User Content Restrictions
a. User Content
You acknowledge that all the information that you create, post, or upload to access additional Services you receive, such as data, text, software, music, audio, photographs, graphics, video, messages, or other materials that you create or provide to us through either a public or private transmission and transmitted, whether publicly or privately, to or through BASE10 ("User Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person from which such User Content originated. This means that you, and not BASE10, are entirely responsible for all User Content that you upload, post, email, or otherwise transmit via the Service.
b. No Moderation or Liability for User Content
BASE10 does not moderate User Content before it is added to the Service by users and does not guarantee the accuracy, integrity, or quality of any User Content. You understand that by using the Services, you may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will BASE10 be responsible in any way for any User Content, including, but not limited to, any errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any such User Content posted, emailed or otherwise available via the Service.
c. User Content Ownership
BASE10 does not claim ownership of the User Content you provide to BASE10 (including feedback and suggestions) or post, upload, input, or submit to the Service. Unless otherwise specified, you retain copyright and any other rights you already hold over User Content that you create and submit, post, or display on or through the Services.
d. Right to Delete
BASE10 reserves the right to moderate, reject, refuse, or delete any User Content upon discovery, for any reason, at BASE10’s sole discretion.
11. Limited License
a. Services Content
You acknowledge that the Services content excluding the User Content ("Services Content") presented to you as part of the Services, is protected by copyright and/or other intellectual property rights that are owned by BASE10 and/or the licensors who provide that content to BASE10 (or by other persons or companies on their behalf).
b. License to Services Content
BASE10 grants you a Limited License to copy, use, and distribute free of charge, for non-commercial purposes only, any of the Services Content with the exception of Services Content marked as not subject to this Limited License on the Website, provided you:
i. provide the Services Content as it appears on the BASE10 Website with no changes including but not limited to presenting selections which might tend to misrepresent the substance of the Services Content;
ii. include the following attribution on the first page of any materials you distribute: BASE10 GENETICS, INC © 2021 All Rights Reserved; Distributed Pursuant To A Limited License From BASE10; and
iii. agree you have no right to offer anyone else any further right with respect to this Services content.
c. License Restrictions. Aside from the Limited License provided in this Section, you may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Services Content (either in whole or in part) unless you have been specifically told that you may do so by BASE10 or by the owners of that content, in a separate agreement.
d. License to User Content
By submitting, posting, or displaying User Content, you give BASE10, its affiliated companies, sublicensees (including but not limited to sublicensees who avail themselves of the Limited License granted in herein) and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Content that you submit, post, or display on or through the Services. You acknowledge and agree that this license includes a right for BASE10 to make such User Content available to other companies, organizations, or individuals with whom BASE10 has relationships, and to use such User Content in connection with the provision of those services.
You agree to defend and hold BASE10, and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns (''BASE10 Parties'') harmless from any claim, or demand, including reasonable attorneys' fees, that result from your use of the Services and (a) your violation of these Terms of Service or other documents incorporated herein by reference; (b) your violation of another person's rights; or (c) any claim related to your User Content, including a claim that your User Content caused damage to another person. This indemnification obligation will continue after you stop using the Services. In addition, you release the BASE10 Parties from all claims, demands, actions, or suits in connection with your User Content, including any liability related to our use or non-use of your User Content, claims for defamation, invasion of privacy, right of publicity, emotional distress, or economic loss.
13. BASE10's Proprietary Rights
a. You acknowledge and agree that BASE10 (or BASE10's licensors, as applicable) own all legal right, title, and interest in and to the Services, including any intellectual property rights (including but not limited to patents) which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by BASE10 and that you shall not disclose such information without BASE10's prior written consent.
b. You further acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws.
c. Except as expressly authorized by BASE10, you agree not to—and not to permit anyone else to—modify, rent, lease, loan, sell, distribute, or create derivative works of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Services or Software or any part thereof, in whole or in part. Software, if any, that is made available to download from the Services, excluding software that may be made available by end-users through the Services, is the copyrighted work of BASE10 and/or its suppliers. Your use of the Software is governed by the terms of the end-user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.
d. BASE10 Genetics, BASE10, and other BASE10 logos and product and service names are trademarks of BASE10, and these marks together with any other BASE10 trade names, service marks, logos, domain names, and other distinctive brand features are the "BASE10 Marks." Unless you have agreed otherwise in writing with BASE10, other than through the Limited License in Section 11, nothing in the TOS gives you a right to use any BASE10 Marks and you agree not to display, or use in any manner, BASE10 Marks.
e. For any Software not accompanied by a License Agreement, BASE10 grants you a personal, non-transferable, and non-exclusive right and license to use the object code of its Software on a single computer. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by BASE10, in the manner permitted by the TOS.
f. Unless BASE10 has given you specific written permission to do so, you may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
g. Any person may contact us by sending us an "Infringement Notice" if she or he believes that any content available through our Service infringes their rights or fails to comply with our TOS. The Infringement Notice should be sent either by post to info@BASE10genetics.com.
14. Disclaimer of Warranties
a. ALTHOUGH BASE10 ATTEMPTS TO PROVIDE THE SERVICES USING A COMMERCIALLY REASONABLE LEVEL OF SKILL AND CARE, AS SET OUT IN THIS SECTION THERE ARE CERTAIN THINGS THAT WE DO NOT PROMISE ABOUT OUR SERVICES.
b. BASE10 PROVIDES THE SERVICES TO YOU ON AN "AS-IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT MAKE ANY PROMISES (A) ABOUT THE SERVICES, (B) ABOUT USER CONTENT, (C) ABOUT THE SPECIFIC FUNCTIONALITY OF THE SERVICES, (D) ABOUT THE QUALITY, ACCURACY, RELIABILITY, OR AVAILABILITY OF THE SERVICES, OR (E) THAT THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
15. Limitation of Liability.
We limit our liability to the fullest extent allowed by law. We will not be liable for any unintentional damage, any actual, incidental, special, punitive, indirect, or consequential damage, or for any loss or claim of any kind. Some jurisdictions do not allow us to have a broad limit on our liability. If you live in one of those jurisdictions, some of these limitations may not apply to you. If you are dissatisfied with any portion of the Services or with any statement in these Terms, your sole remedy is to stop using the Services. Our total liability in any matter related to the Services or these Terms of Service is limited to the aggregate amount you paid us during the 6-month period preceding the event giving rise to the liability.
a. Notices to you may be made via either email or regular mail. BASE10 may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on or through the Services.
b. Official notices related to this TOS must be sent to us at:
BASE10 Genetics, Inc.
8 West Monroe, Suite 2101
Chicago, IL 60603
c. Any notices that you provide without compliance with this Section on Notices shall have no legal effect.
17. Services Offered by Other Companies.
Our Services may contain links to other sites operated by third parties, including but not limited to, third-party sites that may display BASE10 trademarks ("Third-Party Site(s)"). A link to a Third-Party Site from our websites does not constitute sponsorship, endorsement, approval, or responsibility for any Third-Party Site. The terms of service and privacy statement of a Third-Party Site may differ substantially from our TOS and Privacy Statement. BASE10 does not warrant or make any representation about the substance, quality, functionality, accuracy, fitness for a particular purpose, merchantability, or any other representation about any Third-Party Site or its contents, products, or services. It is your responsibility to check the terms of those Third-Party Sites.
a. Entire Agreement. These Terms of Service, including all statements, rules, and other documents incorporated herein by reference, state the entire agreement between you and BASE10 regarding your use of the Services and supersede any prior agreements we may have relating to the Services.
b. Dispute Resolution
For any dispute with BASE10, you will first contact us at info@BASE10genetics.com and attempt to resolve the dispute with us informally. In the unlikely event that BASE10 has not been able to resolve a dispute it has with you after attempting to do so informally, we will discuss with you and agree the most effective way of resolving our dispute using either mediation or arbitration based on the nature of our dispute. Nothing in this Section shall prevent either of us from seeking injunctive (emergency) relief or other equitable relief from the courts for matters relating to data security, intellectual property or any other proprietary rights, though you and BASE10 agree to waive any right to a jury trial.
c. No Class Actions
YOU AND BASE10 EACH AGREE THAT EACH PARTY MAY ONLY RESOLVE DISPUTES WITH THE OTHER ON AN INDIVIDUAL BASIS AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If any court or arbitrator determines that the class action waiver set forth in this paragraph 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.
d. Controlling Law
These Terms of Service shall be governed by the laws of the State of Illinois and as applicable, those of the United States of America, and we each agree that any dispute or claims not subject to arbitration and brought in the United States will be subject to the jurisdiction of the courts of the State of Illinois.
e. No Waiver
If you do not comply with this Agreement and we do not take action immediately, this does not mean that we have given up any rights that we may take action in the future.
If any Section or portion of these Terms of Service is found to be unenforceable, this will not affect the remaining Sections or portions thereof.
You may not transfer any rights or obligations under these Terms of Service. Any transfer will be ineffective. We may freely transfer or delegate all rights and obligations under these Terms of Service and you consent to such transfers.
19. Changes to the Terms of Service
We may change these Terms of Service from time to time in the exercise of our discretion and we will post a notice on the Website in the event we make a change. Your continued use of the Website following our posting of any such changes means that you have accepted those changes.
20. Contact Us
If you have any questions about these Terms of Service, contact us at (866) 710-1018 or email@example.com.