Last Modified: January 07, 2021
GINKGO WILL NOT PROVIDE ANY SERVICES FOR MEDICAL EMERGENCIES OR URGENT SITUATIONS. IF YOU ARE
EXPERIENCING A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY.
YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER IF YOUR SYMPTOMS GET WORSE OR YOU EXPERIENCE ANY NEW
SYMPTOMS.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR SERVICES.
1. Introduction. Please read these Terms of Service carefully before accessing or
using our user interface to view the results of Services ("Portal"), you indicate
that these Terms of Service ("Terms of Service") are binding between you and
Ginkgo Bioworks, Inc. ("Ginkgo", "we", "us")
and that you have read and understood these terms, including those in the Privacy Policy (as
defined below). If you do not agree to all of these Terms of Service, then you may not access the
Portal or use the services. These Terms of Service apply to all users of the site and Portal.
Capitalized terms used but not defined in these Terms of Service have the meaning given to them in
the Privacy Policy.
Ginkgo owns the software used in the Portal and Reference Genomics, Inc., d/b/a One Codex
("One Codex"), hosts the software to make it available to our customer companies,
institutions or organizations ("Customers") who purchase laboratory and related
services using testing kits which they order or request online using the Portal in order to test
for SARS-CoV-2, the virus that causes COVID-19, and to provide results of such tests
(collectively, the "Services").
One Codex is a third party beneficiary to these Terms of Service and to Ginkgo's rights hereunder
with the right to enforce relevant provisions herein. Each of Ginkgo's Customers may be subject
to one or more separate written agreements with Ginkgo, and these Terms of Service applies only to
use of the Services. As between you and Ginkgo, any provisions of such separate written
agreements prevail over any provisions of these Terms of Service.
2. Access to the Services and the Portal. Subject to your compliance with these
Terms, Ginkgo grants you a personal, limited, terminable, non-exclusive, non-transferable right to
access the Portal and use the Services solely for your personal use.
3. Requirements for Use of the Services. By using the Services, you represent and
warrant to us that you are (i) of legal age to form a binding contract with Ginkgo and/or our
partners, and agree to these Terms of Service, and (ii) are not barred under any applicable laws
from doing so or from receiving Services in the jurisdiction where you reside or where you use
them. You must be a US resident who is 18 years or older to submit a sample (or provide consent
thereof for your child to), create a Ginkgo account or purchase a product (see below), except in
Nebraska where a minor is anyone under 19 years of age. If you do not meet these requirements, you
may not access or use the Services.
4. Fees and Payment. If you are a member of a Customer's organization, your
organization has contracted with Ginkgo to provide this testing to you.
5. Feedback You Give Us and Content You Provide. By your submitting, posting, or
displaying content of any kind ("User Content"), you:
5.1. Represent and warrant that you are the creator and owner of, or have the
necessary licenses, rights, consents, and permissions to use and to authorize us and other users
to use and distribute your User Content as necessary to exercise the licenses granted by you in
these Terms of Service and in the manner contemplated by us and these Terms of Service;
5.2. Give us, our affiliated companies, sublicensees and successors and assigns a
perpetual, irrevocable, worldwide, royalty-free, nonexclusive 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
Portal. You acknowledge and agree that this license includes a right for us to make such User
Content available to other companies, organizations, or individuals with whom we have
relationships, and to use such User Content in connection with the provision of Services, in
accordance with the Privacy Policy, if applicable. You acknowledge and agree that all User Content
you submit to us, including, but not limited to, feedback data, such as questions, comments,
suggestions and any other response is deemed to be nonconfidential. User Content does not include
personally identifiable information that you may provide or submit to us when requesting tests or
Services.
5.3. You are responsible for all User Content that you post on our Portal. You
may not post User Content that: is not your own original creation or that you do not have
permission to use (keep in mind that just because something on the Internet does not have a
copyright notice on it doesn't mean you can use it without permission); infringes the copyright,
trademark, patent right, or other proprietary right of any person or that is used without the
permission of the owner; you know to be inaccurate; is pornographic, sexually explicit, or
obscene; exploits children or minors; violates the rights of privacy or publicity of any person;
is harassing, libelous, slanderous, or defamatory; contains any personally identifying information
about any person without their consent or about any person who is a minor; may be deemed generally
offensive to the community, including blatant expressions of bigotry, prejudice, racism, hatred,
profanity or religious or political radicalism; includes advertisements, promotions,
solicitations, spam, or offers to sell any goods or services for any commercial purpose; is off
topic; is intended to provide professional advice, including but not limited to, the provision of
medical treatment, or legal, financial or investment advice; is intended to solicit, recommend,
endorse, or offer to buy or sell any securities or other financial instruments, tout stocks, or
recommend that any particular security, portfolio of securities, transaction, or investment
strategy is suitable for you or any specific person; violates any local, state, federal, and/or
international laws or regulations; promotes or provides instructional information about illegal or
illicit activities; contains software viruses or any other computer code, files, or programs
designed to destroy, interrupt, or otherwise limit the functionality of any computer software,
computer hardware, or other equipment; or, is intended to overwhelm, cause technical disruptions
of or denial of service to our servers.
6. Use of User Information. We will maintain and use your information according
to the Privacy Policy, located at
https://www.ginkgobioworks.com/concentric-privacy-policy/?__hstc=84953798.1755e845c9293876f88156beff1f6d9c.1599860082373.1601676510725.1603066844972.13&__hssc=84953798.1.1603066844972&__hsfp=2651787778
(the "Privacy Policy"), which is incorporated by reference into these Terms of
Service, and which may be modified from time to time in our discretion. Your continued use of the
Portal or the Service indicates that you accept such modifications.
7. No Medical or Health Services. You acknowledge that in providing the Services
through the Portal, neither we nor One Codex are a health adviser or a testing lab, and we do not
provide medical, health or other professional services or advice, nor do we ourselves perform any
testing on your samples. One Codex is solely responsible for hosting the Portal through which you
will be able to see your test results in an easy to understand format. You acknowledge that any
physicians who provide you with any information regarding the results of your tests will be
employed or engaged by Ginkgo (as defined below) or by other contractors of Ginkgo, or by Customers
or other contractors of Customers ("Health Consultants") will not be employees of
Ginkgo or One Codex and are not providing services on behalf of Ginkgo or One Codex, but instead are
independent professionals solely responsible for the services each provides to you.
8. HIPAA Acknowledgment. You understand that neither we nor One Codex is a
"covered entity" as defined in the Health Insurance Portability and Accountability Act of 1996, as
amended, and the regulations promulgated under that Act ("HIPAA"). You understand
that your Health Consultants and the diagnostic labs may be "covered entities" that are subject to
the provisions of HIPAA, so your health information provided to us by a diagnostic lab or your
Health Consultants may be subject to or protected by HIPAA. You understand that the Health
Consultants and diagnostic labs may require you to execute additional documents authorizing their
disclosure of your information. We will protect your information and use your information only as
provided for in these Terms of Service and the Privacy Policy.
9. Prohibited Uses. You may use the Services only for lawful purposes and in
accordance with these Terms of Service. You agree not to use the Services in any way that violates
any applicable federal, state, local, or international law or regulation. You also agree not to:
9.1. use the Portal in any way that could disable, overburden, damage, or impair
the Portal;
9.2. use the Portal in any way that could interfere with any other party's use of
the Services;
9.3. reverse engineer, copy, modify, or create derivative works of the software
used on the Portal or in connection with Services, or any application provided as part of the
Services;
9.4. use any robot, spider or other automatic device, process or means to access
the Portal for any purpose, including monitoring or copying any of the material on the Portal,
unless explicitly permitted by Ginkgo;
9.5. market, sell, transfer, or otherwise make available to any other person or
entity any data collected from, or derived from data collected from, the Portal or in connection
with the Services, for any commercial, political, market surveying, or other purpose, whether in
aggregated or bulk form or otherwise;
9.6. engage in framing, mirroring, or otherwise simulating the appearance or
function of the Portal or Services;
9.7. use any device, software or routine that interferes with the proper working
of the Portal;
9.8. introduce any viruses, Trojan horses, worms, or other material which is
malicious or technologically harmful;
9.9. attempt to gain unauthorized access to, interfere with, damage, or disrupt
any parts of the Portal, the server on which the Portal is stored, or any server, computer, or
database connected to the Portal;
9.10. attack the Portal via a denial-of-service attack or a distributed
denial-of-service attack;
9.11. attempt to bypass methods that we may use to prevent or restrict access to
the Portal or Services;
9.12. access or attempt to access another user's account or information; or
9.13. otherwise attempt to interfere with the proper working of the Portal.
10. Third Party Content; Links. The Portal may include content provided by third
parties, such as partners, other users, and third-party licensors, syndicators, aggregators,
and/or reporting services. All statements and/or opinions expressed in such content are solely the
opinions and the responsibility of the person or entity providing the content. Such content may
not reflect the opinion of Ginkgo or One Codex. We are not responsible, or liable to you or any
third party, for the content or accuracy of any third party content. If the Portal contains links
to other sites and resources provided by third parties, including Partners, it provides them for
your convenience only. We have no control over the contents of those sites or resources, and
accept no responsibility for them or for any loss or damage that may arise from your use of them.
If you access any third party websites linked to the Portal, you do so at your own risk and
subject to such websites' terms and conditions and privacy policies.
11. Partnership with One Codex. In order to provide the Portal, Ginkgo has
partnered with One Codex who developed, hosts and maintains the software comprising the Portal. By
using the Services, you grant us and One Codex the right, power, and authority to store and
maintain your User Content available through the Portal, act on your behalf to access and transmit
your information for the purpose of conducting the Test. You agree to your information being
transferred, stored, and processed by One Codex and Ginkgo in accordance with Ginkgo's Privacy
Policy available at
https://www.ginkgobioworks.com/concentric-privacy-policy/?__hstc=84953798.1755e845c9293876f88156beff1f6d9c.1599860082373.1601676510725.1603066844972.13&__hssc=84953798.1.1603066844972&__hsfp=2651787778.
12. Assignment and Transfer.
12.1. You shall not assign, transfer or convey these Terms of Service or any
rights or obligations hereunder without our and Ginkgo's prior written consent. Any assignment,
transfer or conveyance by you in violation of these Terms of Service shall be of no power or
effect.
12.2. You agree that we and One Codex may store, transmit, receive, process,
and/or access your personal information, including sensitive information, on or from our servers
or those of our service providers which may be in or outside of the United States. We use a range
of measures to safeguard information but these other countries may have laws that are different
from those of the United States. You also consent to your personal information, including
sensitive information, being transferred in the event of a business transition such as, but not
limited to, a merger, sale, asset or stock acquisition by another company, or other transaction or
proceeding. In such a case, your information would be used as set out in the Privacy Policy.
13. Intellectual Property Rights.
13.1. As between you and Ginkgo, ownership of all intellectual property and
other rights in the Portal, including, but not limited to, the software, design, layout, content,
links, and the like shall remain with us and our licensors, as applicable. All Portal content is
protected by copyright and is owned by us or our licensors or used with permission. We reserve all
rights not specifically granted in these Terms of Service.
13.2. Elements of the Site are protected by trade dress, trademark, unfair
competition, and other state and federal laws and may not be copied or imitated in whole or in
part by any means, including but not limited to, the use of framing or mirrors. None of the
content for our Site may be retransmitted without our express written consent.
13.3. Ginkgo, the logo, as well as other trademarks we use are trademarks or
registered trademarks of Ginkgo.
14. DMCA Notification. We respect the rights of intellectual property holders. If
you believe that any content on the Portal violates these Terms or your intellectual property
rights, you can report such violation to us in accordance with the Digital Millennium Copyright
Act (17 U.S.C. § 512). In the case of an alleged infringement, please provide the following
information:
14.1. A description of the copyrighted work or other intellectual property that
you claim has been infringed.
14.2. A description of where the material that you claim is infringing is located
on the Portal (including the exact URL).
14.3. An address, a telephone number, and an e-mail address where we can contact
you; a statement that you have a good faith belief that the use is not authorized by the copyright
or other intellectual property rights owner, by its agent, or by law.
14.4. A statement by you under penalty of perjury that the information in your
notice is accurate and that you are the copyright or intellectual property owner or are authorized
to act on the owner's behalf.
14.5. Your electronic or physical signature, or that of the person authorized to
act on behalf of the owner of the copyright or other right being infringed.
We may request additional information before we remove allegedly infringing material. You may
report a copyright violation by providing the above information to
info@ginkgobioworks.com or by mail to Ginkgo
Bioworks, Inc., 27 Drydock Avenue, Floor 8, Boston, MA 02210.
We will terminate the user account of any user who repeatedly submits content that violates our
intellectual property policies, these Terms of Service or any other policy. A repeat infringer is
a user who has been notified of infringing activity more than twice and/or has had User Content
removed from the Site more than twice.
15. Third Party Materials. The Portal may display, include or make available
third-party content (including data, information, applications and other products services and/or
materials) or provide links to third-party websites or services, including through third-party
advertising ("Third Party Materials"). You acknowledge and agree that we are not
responsible for Third Party Materials, including their accuracy, completeness, timeliness,
validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not
assume and will not have any liability or responsibility to you or any other person or entity for
any Third Party Materials. Third Party Materials and links thereto are provided solely as a
convenience to you and you access and use them entirely at your own risk and subject to such third
parties' terms and conditions.
16. Disclaimer of Warranties. In connection with accessing the Site and/or using
the Services, you should be aware of certain risks and limitations of the testing and
interpretation of results. These include the following:
16.1. THE PORTAL AND SERVICES ARE PROVIDED TO YOU "AS IS, AS AVAILABLE" AND WITH
ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER
APPLICABLE LAW, WE AND ONE CODEX, ON OUR AND ITS OWN BEHALF AND ON BEHALF OF OUR AND ITS
RESPECTIVE AFFILIATES, LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PORTAL AND THE SERVICES, INCLUDING,
BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, NEITHER WE NOR ONE
CODEX PROVIDES ANY WARRANTY NOR MAKES ANY REPRESENTATION OF ANY KIND THAT THE PORTAL OR SERVICES
WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS.
16.2. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ONE CODEX, NOR ANY OF OUR OR
ITS RESPECTIVE PROVIDERS, PARTNERS, AFFILIATES, OR HEALTH CONSULTANTS MAKES, ANY REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE PORTAL,
OR THE INFORMATION, CONTENT INCLUDED THEREON; (II) THAT THE PORTAL OR SERVICES WILL BE
UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION
OR CONTENT PROVIDED THROUGH THE PORTAL; OR (IV) THAT THE PORTAL, OUR OR ONE CODEX'S (AND OUR OR
ITS SERVICE PROVIDERS') SERVERS, THE CONTENT, OR COMMUNICATIONS SENT FROM OR ON BEHALF OF US ARE
FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIME BOMBS OR OTHER HARMFUL COMPONENTS.
16.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED
WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF
THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. You agree that we assume no
responsibility for any content you submit, upload, create or make available through the Site.
17. Limitation of Liability.
17.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR
ONE CODEX, OR OUR OR ITS RESPECTIVE AFFILIATES, LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY
ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PORTAL OR THE SERVICES FOR:
17.1.1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS
OR SERVICES, LOSS OR CORRUPTION DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR
MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE
DAMAGES;
17.1.2. ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE IN, THROUGH OR
FROM THE SERVICES;
17.1.3. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND
CONFIDENTIAL;
17.1.4. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM
ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR
TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; OR
17.1.5. THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH
AUTHORITY; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES
17.2. IN NO EVENT SHALL EITHER YOU OR GINKGO BE LIABLE TO THE OTHER FOR DIRECT
DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE GREATER OF (i) THE AMOUNT ACTUALLY PAID BY YOU
FOR THE SERVICES AND (ii) ONE HUNDRED DOLLARS. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH
DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR CAUSE
OF ACTION AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE OR ONE CODEX WERE ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
17.3. UNDER NO CIRCUMSTANCES SHALL WE OR ONE CODEX BE LIABLE FOR ANY DAMAGES
THAT RESULT FROM THE USE OF OR INABILITY TO USE THE PORTAL, INCLUDING BUT NOT LIMITED TO RELIANCE
BY YOU ON ANY INFORMATION OBTAINED FROM THE PORTAL OR THAT RESULT FROM MISTAKES, OMISSIONS,
INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR
TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD,
COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS, OR
SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, DATA, AND
INFORMATION SUBMITTED TO THE PORTAL.
17.4. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542,
WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. IF YOU ARE A RESIDENT
OF A STATE WITH PROTECTIONS SIMILAR TO CALIFORNIA CIVIL CODE §1542, YOU HEREBY WAIVE SUCH
PROVISIONS OR PROTECTIONS.
18. Indemnification. You agree to indemnify, defend and hold us and One Codex,
and our and its respective officers, directors, employees, agents, affiliates, service providers,
successors and assigns, harmless from and against any and all losses, damages, liabilities,
deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs,
or expenses of whatever kind, including reasonable attorneys' fees and costs, arising from or
relating to: (i) your use or misuse of the Portal; (ii) your breach of these Terms of Service;
(iii) any User Content you submit, post to or transmit through the Portal or the Service; or, (iv)
your violation of any third party's rights, including, but not limited to, intellectual property
rights, right of privacy, right of publicity and confidentiality.
19. Dispute Resolution. In the event of any dispute, claim, question or
disagreement arising from or relating to these Terms of Service, the parties hereto shall use
their best efforts to settle the dispute, claim, question, or disagreement. To this effect, the
parties shall consult and negotiate with each other in good faith and, recognizing their mutual
interests, attempt to reach a just and equitable solution satisfactory to both parties. If the
parties do not reach such solution within a period of 30 days, then all disputes shall be resolved
by binding arbitration in San Francisco, California, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (the "AAA"), subject to the
limitations of this section. This agreement to arbitrate will be specifically enforceable under
the prevailing law of any court having jurisdiction. Notice of a demand for arbitration shall be
filed in writing with the other party hereto and with the AAA. The demand for arbitration shall be
made within a reasonable time after the dispute has arisen, and in no event shall any such demand
be made after the date when institution of legal or equitable proceedings based on such dispute
would be barred by the applicable statute of limitations. The parties agree that one arbitrator
shall arbitrate the dispute. The arbitrator shall be selected by the joint agreement of the
parties, but if they do not so agree within 20 days after the date of the notice of a demand for
arbitration referred to above, the selection shall be made pursuant to the Commercial Arbitration
Rules of the AAA from the panels of business arbitrators maintained by the AAA. The decision of
the arbitrator shall be made in writing, shall be final, judgment may be entered upon it in any
court having jurisdiction thereof, and the decision shall not be subject to vacation, modification
or appeal, except to the extent permitted by sections 10 and 11 of the Federal Arbitration Act,
the terms of which sections the parties agree shall apply. The expenses of arbitration, including
reasonable attorneys' fees and the fees and expenses of the arbitrator, shall be shared equally by
the parties.
20. Governing Law. All disputes arising out of or relating to the Agreement shall
be governed by and construed in accordance with California law regardless of your country of
origin or where you access the Portal or the Services, and notwithstanding of any conflicts of law
principles.
21. Equitable Relief. Either party may bring a claim related to intellectual
property rights, or seek temporary and preliminary specific performance and injunctive relief, in
any court of competent jurisdiction, without the posting of bond or other security.
22. Miscellaneous.
22.1. Class Action Waiver: Any proceedings to resolve or litigate any dispute in
any forum will be conducted solely on an individual basis. Neither you nor we will seek to have
any dispute heard as a class action or in any other proceeding in which either party acts or
proposes to act in a representative capacity. No arbitration or proceeding will be combined with
another without the prior written consent of all parties to all affected arbitrations or
proceedings.
22.2. Limitation of Time to File Claims: Any action, claim or dispute you have
against us must be filed within one year. To the extent permitted by law, any claim or dispute
under this agreement must be filed within one year in an arbitration proceeding. The one-year
period begins when the claim or notice of dispute first could be filed. If a claim or dispute is
not filed within one year, it is permanently barred.
22.3. Notices: You agree that we may provide you with notices, including those
regarding changes to this agreement, by email to the address you provided at the time of
registration or as changed in your Member profile on the Portal.
22.4. Entire Agreement: These Terms, including the other documents referenced and
referred to herein, constitutes the entire agreement between you and us with respect to the Portal
and the Services and supersede all prior or contemporaneous understandings and agreements, whether
written or oral, with respect thereto. No failure to exercise, and no delay in exercising, on the
part of either party, any right or any power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right or power hereunder preclude further exercise of
that or any other right hereunder. In the event of a conflict between these Terms of Service and
any applicable purchase or other terms, the terms of this agreement shall govern. If any provision
of these Terms of Service is illegal or unenforceable under applicable law, the remainder of the
provision will be amended to achieve as closely as possible the effect of the original term and
all other provisions of these Terms will continue in full force and effect. The headings of
sections and paragraphs in these Terms of Service are for convenience only and shall not affect
their interpretation.
