Terms of Use

Terms of Use

Prescient Medicine Terms of Use

Last Revised: June 16, 2016

Please read carefully before using the Prescient Medicine website, mobile applications or underlying software and services.

Prescient Medicine provides the following terms of use and conditions, together with any document expressly incorporated herein by reference (collectively, the "Terms of Use"), to inform You (“You”), the end user of the www.prescientmedicine.com (“Site”), the Prescient Medicine mobile applications, the software underlying the Site and Applications (“Software”), and any Materials or Documents (as such terms are defined below) issued in connection with the Site, Applications and/or Software, whether as a guest or a registered user, of its Terms of Use.  Any Site, Applications, Software, Materials, Documents or services provided to You in conjunction with the Site or Applications will be referred to together as the “Services.”  “Materials” shall mean the Site, Applications, Software and their entire contents, features and functionality, including, without limitation, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof. “Documents” or “Documentation” include any proprietary documents provided to or exchanged with You by Prescient Medicine now or hereafter.

1. Welcome

Welcome to the our Services.  Prescient Medicine is a password-protected web portal to be used by Health Care Providers who use its toxicology or pharmacogenomic testing services.  Through Prescient Medicine's web portal, Health Care Providers can access a ToxScript Profile™ or Prescript Profile™ containing patient laboratory results.   

The following Terms of Use govern Your access to and use of the Site, including any content, functionality and services offered on or through the Site, the Applications, the Software underlying the Site and Applications, and any Materials or Documents issued in connection with the Site, Applications and/or Software, whether as a guest or a registered user.   

You may use the Site and Software with a supported web browser or a mobile device application only after You have registered as a user.  Prior to accessing the Site and Software through a supported mobile device application, You must download the Application from our website please contact ClientServices@prescientmedicine.com.

The Services are offered and available to Health Care Providers who are 18 years of age or older.  By using the Services, You represent and warrant that You are of legal age to form a binding contract with Prescient Medicine and meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Services.  Prescient Medicine makes no representation that the information and services provided on the Site and/or Applications or through the Services are applicable to, appropriate for, or available in all territories.  Accessing the Services from territories where the content is illegal is prohibited.

2. Acceptance of the Terms of Use

Please read the Terms of Use carefully before You start to use the Services. Your access to and use of the Services are conditioned on Your acceptance of and compliance with these Terms of Use. These Terms of Use apply to all visitors, users and others who access or use the Services.

By using any element of the Services, including, without limitation, the Site or Applications, or by clicking on the appropriate check box to accept the Terms of Use, You are indicating that You accept and agree to be bound and abide by the provisions of these Terms of Use.  If You do not wish to be bound by the Terms of Use, please exit the installation process and do not download, install, copy or use the Site, Applicationsor Software.

3. Definitions

Affiliate means a company which controls, is controlled by, or is under common control with Prescient Medicine.

Application shall have the meaning set forth in the Introduction.

Documents or Documentation shall have the meaning set forth in the Introduction.

Health Care Provider means an individual or institutional health care provider who has contracted with Prescient Medicine for toxicology or pharmacogenonomic testing services.

IP Rights mean (i) patents, pending patent applications, designs, Trademarks and trade names (whether registered or unregistered), copyright and related rights, database rights, knowhow and confidential information, now existing or hereafter created or acquired, including any and all ownership of the derivative works created therefrom; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, extensions and renewals in relation to any such rights.

Materials shall have the meaning set forth in the Introduction.

Password means a code You select, which, in combination with the User ID, gives You access to Your User Account.

Permissible Commercial Use.  Permissible Commercial Use means Your use of the Site, Applications, Software or Services for the limited purpose of communication with Prescient Medicine in furtherance of patient care.  Unless otherwise legally permissible, additional commercial use of the Site, Applications, Software or Services is strictly prohibited without the written permission of Prescient Medicine. 

Prescient Medicine means Prescient Medicine Holdings LLC, alimited liability company organized in the State of Delaware, with a registered address at The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801,  and a place of business located at 1214 Research Blvd. Hummelstown, PA 17036, with its Affiliates and a laboratory located at 1214 Research Blvd. Hummelstown, PA 17036. 

Prescript Profile™ means the pharmacogenomics report created by Prescient Medicine for a Health Care Provider with respect to a particular patient based on testing of a patient sample. 

Services shall have the meaning set forth in the Introduction.

Site shall have the meaning set forth in the Introduction.

Software shall have the meaning set forth in the Introduction.

Taxes shall have the meaning set forth in Section 5.2.

Terms of Use shall have the meaning set forth in the Introduction.

ToxScript Profile™ means the toxicology report created by Prescient Medicine for a Health Care Provider with respect to a particular patient based on testing of a patient sample.

Trademarks mean Prescient Medicine's names, registered trademarks, marks used in commerce, logos, and all related names, logos, product and service names, designs and slogans are trademarks of Prescient Medicine or its affiliates or licensors. All other names, logos, product and service names, designs and slogans on or included in the Site, Applications, Software or Services are the trademarks of their respective owners.

User Account means the account, accessible with Your User ID and Password, that Prescient Medicine creates for Your use of the Site pursuant to a Health Care Provider’s instruction and authorization.  

User ID means an identification code You select, which in combination with the Password, gives access to Your User Account.

You shall have the meaning set forth in the Introduction.

4. License and Services

4.1 Subject to these Terms of Use, including the subscription terms set forth in Article 5, Prescient Medicine hereby grants You a limited, personal, revocable, non-exclusive, non-sublicensable, non-transferable, license to access and use the Services and the Documents and Materials.  Prescient Medicine may offer certain users a free User Account in its sole discretion.  Prescient Medicine reserves the right, at any time, to change or increase fees for access to and use of the Services.

4.2 Your access to and use of the Services is conditional upon Your acceptance of and compliance with these Terms of Use, and Your payment of license fees, if any, and any additional terms and conditions that You agree to be bound by from time to time.

4.3 Except as Prescient Medicine specifically agrees in writing, You shall be solely responsible for the selection, implementation, and performance of any and all third party equipment, software and telecommunication equipment and services with which You choose to access the Services.

4.4 The use of the Services requires (1) a Health Care Provider to identify You as an authorized user, (2) Prescient Medicine to establish Your account pursuant to the Health Care Provider’s request and authorization, and (3) for You to register as a Prescient Medicine user, accept the Prescient Medicine Terms of Use, and to review and agree to the terms of the Prescient Medicine Privacy Policy.  You can visit the Prescient Medicine website to register for a User Account at www.prescientmedicine.com.  You shall maintain Your User ID and Password in confidence and shall not permit third parties to use Your User ID or Password.

 

5. Terms of Prescient Medicine Services

5.1 Prescient Medicine Services

(a) The Site and Applications are available to You upon acceptance of these Terms of Use.

(b) PERPETUAL SUBSCRIPTION.  YOUR SUBSCRIPTION IS PERPETUAL, SUBJECT TO PRESCIENT MEDICINE CANCELING, IN ITS SOLE DISCRETION, OR NO LONGER OFFERING THE SUBSCRIPTION, OR TERMINATION IN ACCORDANCE WITH SECTION 11. 

5.2 Fees; Payment for Purchases

(a) Invoicing and Payment.  You are solely responsible for all fees for Services incurred by You hereunder.  As further consideration for the Services, You are solely responsible for providing current, complete and accurate billing and contact information, including valid credit card information, to Prescient Medicine and notifying Prescient Medicine of any changes to such information.  Any purchases You make through the Site or Applications will be debited from the billing account You provide.  Health Care Provider and/or You will receive notice of payment electronically by email at the address(es) corresponding with Your account profile.  You agree that any unpaid balance due hereunder shall bear interest at the rate of 18% per annum, and that costs of collection, including, without limitation, reasonable attorney fees and all legal fees, including court costs, shall be added as principal amounts to such balance.  Prescient Medicine reserves the right to modify its’ pricing structure at any time, for any reason, and to implement the new price structure at any time prior to billing You for Your initial payment or for future payments due pursuant to these Terms of Use.  You understand that Services may not be provided if Your credit card information is inaccurate, invalid or expired. 

(b) Taxes.  Unless otherwise stated, Prescient Medicine is not responsible for any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction, in connection with Your payment of fees for the Services (collectively, “Taxes”).  You are responsible for paying all Taxes associated with Your purchases hereunder.  If Prescient Medicine has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.  For clarity, Prescient Medicine is solely responsible for taxes assessable against Prescient Medicine based on its income, property and employees.

 

6. Use of the Site, Applications, Software and Services

6.1 You agree that:

(a) You will use the Services, including the Site, Applications andSoftware, only for lawful purposes and in accordance with these Terms of Use, including the terms of Prescient Medicine Services set forth in Article 5, the Privacy Policy, and other Documentation. 

(b) You affirm that You are over the age of 18.  If You are under 18 years of age, You are prohibited from access or using the Services, including the Site, Applications and underlying Software.

(c) You will ensure that any information You provide to Prescient Medicine or transmit through use of the Services, is true, accurate, current and complete.

(d) You affirm that you have an established relationship with a Health Care Provider and any of its patients whose information is contained in a ToxScript Profile™ and/or Prescript Profile™, and that such relationship is governed by a HIPAA-compliant Notice of Privacy Practices and any other applicable federal and state laws, rules and regulations.  You further affirm that, in accordance with Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and regulations promulgated thereunder by the U.S. Department of Health and Human Services including the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Part 160 and Part 164 of the Code of Federal Regulations, Subpart A & E ("Privacy Rule"), the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Part 160 and Part 164, Subparts A & C ("Security Rule"), the requirements of the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 and regulations promulgated thereunder ("HITECH") (collectively, "HIPAA"), and applicable federal and state laws governing privacy and security of individually identifiable information, You have a right to utilize our Services, including any access to, use and/or disclosure of information obtained therefrom.  You understand and affirm that any such access, use or disclosure of information accessible through our Services to You, including, without limitation, information contained in the ToxScript Profile™ and/or Prescript Profile™, is governed by the Services agreement entered into between a Health Care Provider and/or You and Prescient Medicine as well as any ancillary agreements, including, without limitation, applicable Business Associate Agreement(s).

(e) You will cooperate with Prescient Medicine and provide information requested by Prescient Medicine to assist Prescient Medicine in investigating or determining whether a breach of these Terms of Use has occurred and provide Prescient Medicine with access to Your premises and device(s) where the Site, Applications, Software, or Services have been used.  Prescient Medicine will have the right to investigate and prosecute violations of these Terms of Use, including infringement of IP Rights, to the fullest extent of the law. Prescient Medicine may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use or applicable laws and regulations. You acknowledge that Prescient Medicine has no obligation to monitor Your access or any user’s access to or use of the Site, Applications, Software, or Services, except as required by applicable laws and regulations, but has the right to do so for the purpose of operating the Site, Applications, Software, and Services to ensure user compliance with these Terms of Use, to comply with applicable law, or to comply with an order or requirement of a court, administrative agency or other governmental body.  BY UTILIZING THE SITE, APPLICATIONS,SOFTWARE OR SERVICES, YOU CONSENT TO ALLOW PRESCIENT MEDICINE TO ACCESS ANY INFORMATION IN, RECEIVED BY OR TRANSMITTED FROM YOUR USER ACCOUNT.

6.2 Prohibited Uses

(a) You agree not to use, or permit any other person to use, the Site, Applications, underlying Software or Services:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, HIPAA, the HITECH Act, any laws regarding privacy and security of individually identifiable information, and any laws regarding the export of data or software to and from the United States or other countries).
  • In breach of any legal duty owed to a third party by You, including, without limitation, a contractual duty, employment obligation or a duty of confidence.
  • To commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts.
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Use.
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
  • To impersonate or attempt to impersonate Prescient Medicine, a Prescient Medicine employee, another user or any other person or entity, including, without limitation, by using e-mail addresses or user names associated with any of the foregoing.
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, Applications, Software, or Services, or which, as determined by Prescient Medicine, may harm Prescient Medicine or users of the Site, Applications, Software, or Services or expose any of them to liability.
  • To transmit harassing, abusive, libelous, illegal or deceptive messages or information, or unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services.

(b) You agree not to:

  • Use the Site, Applications, Software or Services in any manner that could disable, overburden, damage, or impair the Site or Applications or interfere with any other party's use of the Site, Applications, Software, or Services, including other parties' ability to engage in real time activities through the Site or Applications.
  • Use any robot, spider or other automatic device, process or means to access the Site or Applications for any purpose, including monitoring or copying any of the material on the Site or Applications.
  • Use any manual process to monitor or copy any of the material on the Site or Applications for any unauthorized purpose without the prior written consent of Prescient Medicine.
  • Use any device, software or routine that interferes with the proper working of the Site or Applications.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site,  Applications, server on which the Site and Applications is stored, or any server, computer or database connected to the Site or Applications.
  • Attack the Site or Applications via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Site or Applications.

(c) You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Site, Applications,underlying Software, Materials, Documentation or Your permissible use of the Services.

(d) You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the IP Rights, Site, Applications, Software, Services, or any part thereof except to the extent required by law.

6.3 Reliability of Content

With the exception of the information presented in a ToxScript Profile™ or Prescript Profile™, or other laboratory report created by Prescient Medicine with respect to a particular patient based on testing of a patient sample, the information presented by Prescient Medicine on or through the Site, Applications, Software, and Services is made available solely for general information purposes and Prescient Medicine does not warrant the accuracy, completeness or usefulness of such information.  Any reliance You place on such information is strictly at Your own risk. Prescient Medicine disclaims all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Site or Applications, or by anyone whom You may inform of any of its contents.

6.4  Not Medical Advice

 

Prescient Medicine does not offer medical advice or diagnoses or engage in the practice of medicine.  The Services are not intended to be a substitute for professional medical advice, diagnosis or treatment and are offered for informational and communication purposes only. 

YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR ACTIONS THAT YOU TAKE BASED ON THE INFORMATION OR MATERIALS TRANSMITTED OR AVAILABLE THROUGH THE SITE, APPLICATIONS, SOFTWARE, AND/OR SERVICES.  RELIANCE ON ANY SUCH INFORMATION, DOCUMENTATION OR MATERIALS IS SOLELY AT YOUR OWN RISK. 

IF YOU HAVE A MEDICAL EMERGENCY IN THE UNITED STATES, PLEASE IMMEDIATELY CALL EMERGENCY PERSONNEL (911) TO GET PROMPT MEDICAL ATTENTION.  IF SUCH MEDICAL EMERGENCY OCCURS OUTSIDE OF THE UNITED STATES, PLEASE IMMEDIATELY CALL THE APPLICABLE EMERGENCY PERSONNEL NUMBER TO GET PROMPT MEDICAL ATTENTION. DO NOT RELY ON ELECTRONIC COMMUNICATIONS FOR ASSISTANCE IN REGARD TO IMMEDIATE, URGENT MEDICAL NEEDS. PRESCIENT MEDICINE’S EMAIL ADDRESS IS NOT DESIGNED TO FACILITATE MEDICAL EMERGENCIES. PRESCIENT MEDICINE CANNOT GUARANTEE RESPONSE TIMES IF YOU CHOOSE TO EMAIL PRESCIENT MEDICINE IN THE EVENT OF A MEDICAL EMERGENCY.

6.5 External Links from Site

If the Site, Applications, Software, Materials, Documents or other Prescient Medicine communications contain links to external websites, applications and/or resources provided by third parties, these links are provided for Your convenience only. External links may include, but are not limited to, links contained in advertisements, including banner advertisements and sponsored links. Prescient Medicine has no control over the content of those externally linked websites, applications and resources, and Prescient Medicine accepts no responsibility for such content or for any loss or damage that may arise from Your use of the externally linked websites, applications, resources and corresponding content. If You decide to access any third party websites, applications or resources linked to the Site, Applications, Software, Materials, or Documents, You do so entirely at Your own risk and subject to the terms and conditions of use for such externally linked websites, applications and resources.

7. Online Purchases and Other Transactions

All purchases through the Site and/or Applications or other transactions for the sale of Software or Services formed through the Site and/or Applicationsas a result of visits made by You are governed by the Terms of Prescient Medicine Services, Article 5.

8. IP Rights

8.1 Exclusive Ownership

(a) The Materials are owned by Prescient Medicine, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

(b) Any and all IP Rights, including patents, copyrights, Trademarks, trade secrets, and other IP Rights, in the Site, Applications, Software, Materials and the Documentation are and shall remain the exclusive property of Prescient Medicine and/or its licensors. You do not acquire hereby any IP Rights or rights in any confidential information or trade secrets in or relating to the Site, Applications, Software, Services, or any part thereof.  You are entitled only to the limited use of the IP Rights granted to You in these Terms of Use. You will not take any action to jeopardize, limit or interfere with Prescient Medicine IP Rights. Any unauthorized use of Prescient Medicine IP Rights is a violation of these Terms of Use as well as a violation of intellectual property laws, regulations and treaties.

(c) These Terms of Use permit You to use the Site, Applications, Software, Materials and Documents and receive Services for limited Permissible Commercial Use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Prescient Medicine Site, Applications, Software, Materials, Documentation or Services, except as follows:

  • Temporary computer storage of copies of such information in RAM incidental to accessing or viewing the information;
  • Files automatically cached by Your Web browser for display enhancement;
  • Applications are available for download to Your mobile or desktop device.  You may download a single copy of the Software underlying the Applications to Your mobile or desktop device solely for the limited Permissible Commercial Use described herein, provided that You agree to be bound by the Terms of Use, including but not limited to the subscription terms, entered into on even date herewith.

(d) You must not (i) modify copies of any Materials from the Prescient Medicine Site, Applications, Software or Documentation; (ii) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; (iii) delete or alter any IP Rights, including, without limitation copyright, trademark, or other proprietary rights notices from copies of materials from the Prescient Medicine Site, Applications, Software, Materials or Documentation.

(e) You must not access or use any Services or Materials from the Prescient Medicine Site, Applications, Software or Documentation for any commercial purpose not identified as a Permissible Commercial Use as defined in Section 3 of these Terms of Use.  If You wish to make any commercial use of any Services or Materials from the Prescient Medicine Site, Applications, Software or Documentation, other than that set out herein, please submit a request for such use to PrivacyOffice@prescientmedicine.com.  Prescient Medicine may, at its sole discretion, deny such request for any reason or no reason at all.

(f) If You print, copy, modify, download or otherwise use or provide any other person with access to any part of the Prescient Medicine Site, Applications, Software, and Materials and/or Documentsin breach of these Terms of Use, Your right to use the Site, Applications, Software, Materials, Documents and Services will cease immediately and You must, at Prescient Medicine's option, return or destroy any copies of the materials You have made. No right, title or interest in or to the Prescient Medicine Site, Applications, Software, Materials, or Documents or any content on the Prescient Medicine Site, Applications, Software, Materials, or Documents is transferred to You, and all rights not expressly granted are reserved by Prescient Medicine.

8.2 No Removal of Notices: You shall not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or Prescient Medicine rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any Materials.

9. Confidentiality.

You acknowledge and agree that Prescient Medicine developed the Site, Applications, Software, Materials and Documentation at considerable time and expense.  The Site, Applications, Software, Materials and Documentsare confidential to and contain trade secrets of Prescient Medicine.  You agree to maintain the Site, Applications, Software, Materials and Documents in strict confidence and not to disclose or provide access thereto to any person except to those persons with a need for access to exercise the license rights conferred to You under these Terms of Use.

10. Your Privacy.

Prescient Medicine is committed to respecting Your privacy and the confidentiality of Your Personal Information. By submitting Personal Information to Prescient Medicine, including without limitation Your name, mailing address and e-mail address, You consent to the collection, processing, transmission and disclosure of such Personal Information by Prescient Medicine for the purposes of Prescient Medicine internal use and specifically the purposes for which such information has been requested, such as billing requirements. The Privacy Policy  sets out how Prescient may use Your Personal Information.  Prescient Medicine reserves the right to modify its Privacy Policy  from time to time in its sole discretion.  Prescient Medicine will not sell, trade or rent Your Personal Information to third parties.

11. Term and Termination.  

11.1 Effective Date. These Terms of Use shall be effective when You agree to be bound by these Terms of Use, as manifested by Your clicking on the appropriate button.

11.2 Termination for Breach.  If You breach any provision of these Terms of Use, Prescient Medicine may, in addition to all other rights and remedies provided by these Terms of Use or by law, terminate Your permission to use the Site, Applications, Software, Materials, Documentation and/or Services. Prescient Medicine will have the right to terminate Your right to use the Site, Applications, Software, Materials, Documentation and/or Services if:

(a) You fail to comply with or perform a term or condition herein, including the failure to pay any fees when due;

(b) You interfere with Prescient Medicine customer service or business operations; or

(c) You materially contravene any agreement that You may have with Prescient Medicine, including without limitation, these Terms of Use, the Privacy Policy, and any other policy of Prescient Medicine applicable to Your use of Site, Applications, Software, Materials, Documentation and/or Services, www.prescientmedicine.com, or otherwise.

 

11.3 Termination Without Breach.  In addition, Prescient Medicine may terminate Your right to use the Site, Applications, Software, Materials, Documentationand/or Services without any liability whatsoever if:

(a) Prescient Medicine is prevented from providing any portion or all of the Site, Applications, Software, Materials, Documentationand/or Services by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body; or

(b) The provider of the technology used in conjunction with compatible devices ceases to make the technology available to users of the Prescient Medicine Site and/or Applications, including the underlying Software.

11.4 Upon termination of Your rights as provided in this Section, You will cease all use of the Site, Applications, Software, Materials, and Documentationand Prescient Medicine shall cease to provide the Services.

11.5 Prescient Medicine shall not have any liability to You arising from or related to the termination of these Terms of Use in accordance with this Section.

12. Changes to the Terms of Use 

Prescient Medicine reserves the right to make changes to these Terms of Use from time to time in its sole discretion.  All changes shall be effective immediately when posted and shall apply to all access and use of the Site, Applications, Software, Materials, Documents and Services, as may be applicable. Prescient Medicine will provide You with reasonable notice of the change by e-mail (as contemplated by the Notice provision above) or by posting notice of the change at www.prescientmedicine.com. If You continue to use the Site, Applications, Software, Materials, Documentation or Services more than thirty (30) days after notice of the change has been given, You shall be deemed to have accessed and accepted the Terms of Use and agreed to be bound and abide by the provisions of the Terms of Use.  You are expected to check this page from time to time so that You are aware of any changes, as they will be binding on You.

13. Access and Account Security

(a) Prescient Medicine reserves the right to amend the Site, Applications, Software, Materials, Documentation and/or Services it provides to You in its sole discretion without notice. Prescient Medicine will not be liable if, for any reason, all or any part of the Site, Applications, Software, Materials, Documentation and/or Services Prescient Medicine provides to You is out of date or unavailable at any time or for any period. From time to time, Prescient Medicine may restrict access to some parts of the Site, Applications,Software, Materials, Documentation and/or Services, or the entire Site, Applications, Software, Materials, Documentation and/or Services to users, including registered users.

(b) You are responsible for making all arrangements necessary for You to have access to the Site and/or Applications, and for ensuring that all persons who access the Site through Your internet connection or through Your mobile device are aware of these Terms of Use and comply with them.

(c) To access the Site or Applications, You will be asked to provide certain registration details, which includes Personal Information (as defined in the Privacy Policy). It is a condition of Your use of the Site and/or Applications that all the information You provide or otherwise contribute to the Site, Applications or Prescient Medicine generally is correct, current and complete. You agree that all information You provide or contribute to Prescient Medicine through the Site, Applications or other method, is governed by our Privacy Policy , and You consent to all actions taken by Prescient Medicine with respect to such information consistent with these Terms of Use and the Privacy Policy.

(d) If You choose, or are provided with, a User ID, Password or any other identifier or information as part of the Prescient Medicine security procedures, You agree to treat such identifiers and information as confidential, and You agree not to disclose it or them to any other person or entity. You also acknowledge that Your account is personal to You and agree not to provide any other person with access to the Site, Applications, or Services using Your User ID, Password or other security identifiers or information. You agree to ensure that You exit from Your User account at the end of each session.

You agree to notify Prescient Medicine immediately of any unauthorized access to or use of Your User ID or Password or any other breach of security.

Prescient Medicine has the right to disable any User ID, Password or other identifier, whether chosen by You or provided by Prescient Medicine or its agent, at any time, in Prescient Medicine's sole discretion, for any reason or no reason at all, including if, in Prescient Medicine's opinion, You have violated any provision of these Terms of Use or the Privacy Policy.

(e) All information that Prescient Medicine will collect, transmit or maintain on the Site and/or Applications is subject to the Privacy Policy.  By using the Site and/or Applications, You consent to all actions taken by Prescient Medicine with respect to Your information in compliance with the Privacy Policy.

14. Indemnification.

You shall defend, indemnify, and hold harmless Prescient Medicine, its Affiliates, and each of its and its Affiliate's employees, contractors, directors, officers, suppliers, service providers, licensors, successors, representatives, agents and assigns (each a “Prescient Medicine Indemnified Party”) from any claims, damages, losses, or expenses (including attorneys’ fees and costs) incurred by any Prescient Medicine Indemnified Party in connection with all claims, suits, judgments and causes of action (i) for infringement of patents, IP Rights or other intellectual property or proprietary rights arising from combining with or using any device, system or service in connection with the Site, Applications, Software, Materials, Documents and Services or any portion thereof, (ii) for damages arising from Your breach of these Terms of Use, (iii) for libel, slander, defamation or infringement of any third party intellectual property rights with respect to material transmitted by You using the Site, Applications, Software, Materials, Documents or Services, or (iv) arising from Your use of the Site, Applications, Software, Materials, Documents or Services.  No remedy herein conferred upon Prescient Medicine is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative.

15. DISCLAIMER OF WARRANTIES.

15.1 You understand that Prescient Medicine cannot and does not guarantee or warrant that files available for downloading from the Internet, the Site or the Applications will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Prescient Medicine Site and Applications for any reconstruction of any lost data. PRESCIENT MEDICINE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, MOBILE DEVICE(S), COMPUTER PROGRAMS, SOFTWARE, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE, APPLICATIONS,SOFTWARE, MATERIALS, DOCUMENTS OR SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR APPLICATION OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED THEREON, OR ON ANY WEBSITE LINKED THEREIN.

15.2 YOUR USE OF THE SITE, APPLICATIONS,SOFTWARE, MATERIALS, DOCUMENTS, AND/OR SERVICES, OR THE CONTENT THEREOF, AND ANY ITEMS OBTAINED THROUGH THE SITE AND UNDERLYING SOFTWARE, MATERIALS, DOCUMENTS OR SERVICES IS AT YOUR OWN RISK. THE SITE,APPLICATIONS,SOFTWARE, MATERIALS, DOCUMENTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY OR COMPLETENESS, RELIABILITY, SATISFACTORY QUALITY, AND QUIET ENJOYMENT, OR OTHER WARRANTIES OR CONDITIONS ARISING BY STATUTE, OPERATION OR LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER TO THE EXTENT PROHIBITED BY LOCAL LAW OR REGULATION.  PRESCIENT MEDICINE DOES NOT WARRANT THAT THE USE OF THE SITE, APPLICATIONS,SOFTWARE, MATERIALS, DOCUMENTS AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DATA SENT BY OR TO YOU WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WILL BE TRANSMITTED WITHIN A REASONABLE PERIOD OF TIME. THIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND PRESCIENT MEDICINE.  PRESCIENT MEDICINE WOULD NOT PROVIDE THE SITE, APPLICATIONS,SOFTWARE, MATERIALS, DOCUMENTS OR SERVICES ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF PRESCIENT MEDICINE'S LICENSORS UNDER OR BY VIRTUE OF THESE TERMS OF USE.  THERE ARE NO SERVICE LEVEL GUARANTEES WHATSOEVER IN RESPECT OF THE SITE,APPLICATIONS,SOFTWARE, OR SERVICE.

15.3 WITHOUT LIMITING THE FOREGOING, NEITHER PRESCIENT MEDICINE NOR ANYONE ASSOCIATED WITH PRESCIENT MEDICINE REPRESENTS OR WARRANTS THAT THE SITE, APPLICATIONS,SOFTWARE, MATERIALS, DOCUMENTS, AND/OR SERVICES, OR THE CONTENT THEREOF, AND ANY ITEMS OBTAINED THEREFROM, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE AND UNDERLYING SOFTWARE OR THE CLOUD THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE, APPLICATIONS,SOFTWARE, MATERIALS, DOCUMENTS, AND/OR SERVICES, OR THE CONTENT THEREOF, AND ANY ITEMS OBTAINED THEREFROM, WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

15.4 YOU ACKNOWLEDGE AND AGREE THAT PRESCIENT MEDICINE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SITE, APPLICATIONS OR UNDERLYING SOFTWARE IF YOUR DEVICE IS UNREACHABLE (i.e., OUT OF CELLULAR COVERAGE, POWERED OFF, WITHOUT INTERNET CONNECTION, ETC.). PRESCIENT MEDICINE WILL ATTEMPT TO TRANSMIT DATA FOR UP TO EIGHT (8) HOURS.  THE SITE, APPLICATIONS,SOFTWARE, AND SERVICES ARE NOT A GUARANTEED MEANS OF NOTIFICATION.

16. LIMITATION OF LIABILITY.

IN NO EVENT SHALL PRESCIENT MEDICINE, its Affiliates, and each of its and its Affiliate's employees, contractors, directors, officers, suppliers, service providers, licensors, successors, representatives, agents and assigns BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DAMAGES FOR INTERRUPTION OF BUSINESS, LOST DATA, LOST PROFITS, OR THE LIKE), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHER THEORY, EVEN IF PRESCIENT MEDICINE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY ACTION ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, APPLICATIONS,SOFTWARE, MATERIALS, DOCUMENTS, AND/OR SERVICES, OR THE CONTENT THEREOF, AND ANY ITEMS OBTAINED THEREFROM, ANY EXTERNALLY LINKED WEBSITE OR OTHER RESOURCE, ANY CONTENT OF THE SITE, APPLICATIONS,SOFTWARE, MATERIALS OR DOCUMENTS, OR EXTERNALLY LINKED WEBSITE OR OTHER RESOURCE. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF PRESCIENT MEDICINE ARISING OUT OF OR RELATED TO THESE TERMS OF USE EXCEED THE AMOUNT PAID TO PRESCIENT MEDICINE IN RESPECT OF THE SUBSCRIPTION TO THE SOFTWARE AND SERVICES (AS DEFINED IN ARTICLES 5 AND 6 HEREIN) GIVING RISE TO THE CLAIM.  PRESCIENT MEDICINE SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SITE, APPLICATIONS,SOFTWARE, MATERIALS OR DOCUMENTS, OR ANY SERVICES OR ITEMS OBTAINED THEREFROM.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

17. Assignment.

Prescient Medicine may assign its rights and obligations under these Terms of Use without notice to You. You shall not assign Your rights or obligations under these Terms of Use without the prior written consent of Prescient Medicine (such consent may be withheld or conditioned at Prescient Medicine’s sole discretion) and any assignment without Prescient Medicine’s prior written consent shall be null and void and of no effect.

18. Notices.

All notices required under these Terms of Use will be given as follows: (a) in the case of notices to Prescient Medicine, by certified mail, return receipt requested, to the following address: Prescient Medicine, 1214 Research Blvd Hummelstown, PA 17036, such notice to be deemed effective upon receipt by Prescient Medicine; and (b) in the case of notices to You, Prescient Medicine may deliver notices to You by e-mail to the e-mail address that You provided to Prescient Medicine upon registering for the Site and/or Applications, such notice to be deemed effective upon the earlier of (i) twenty-four (24) hours after transmission, or (ii) Your actual receipt of any such e-mail.

19. Force Majeure. 

Notwithstanding any other provision of these Terms of Use, no party shall be deemed in default of these Terms of Use for failure to fulfill its obligations when due to causes beyond its reasonable control.  This provision shall not be construed as excusing nonperformance of any obligation by a party to make payment to the other party under these Terms of Use.

20. General Provisions.

20.1 No Third Party Beneficiaries. Except as otherwise specifically stated in these Terms of Use, the provisions herein are for the benefit of the You and Prescient Medicine and not for any other person or entity.

20.2 No Waiver. Waiver by You or Prescient Medicine of any default by the other party shall not be deemed a continuing waiver of such default or a waiver of any other default.

20.3 Survival. The terms, conditions and warranties contained in these Terms of Use that by their sense and context are intended to survive the performance hereof by either or both parties shall so survive the completion of performance, cancellation or termination of these Terms of Use, which such terms, conditions and warranties shall include, but not be limited to, those provided in Articles 2, 4, 5, 6-11, 13-16, and 18-20 of these Terms of Use.

20.4 Geographic Restrictions.  Prescient Medicine is organized in the state of Delaware, USA. Prescient Medicine provides the Site, Applications, Software, Materials, Documents and Services for use only by persons residing in the United States.  Prescient Medicine makes no claims that the Site, Applications, Software, Materials, Documents or Services, or any content therefrom, is accessible or appropriate outside of the United States.  Access to the Site, Applications, Software, Materials, Documents and Services may not be legal by certain persons or in certain countries. If You access the Site, Applications, Software and/or Services from outside of the United States, You do so on Your own initiative and risk and You are solely responsible for compliance with local laws and regulations.

20.5 Governing Law and Dispute Resolution. These Terms of Use and all matters relating to the Site, Applications, Software, Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), are to be construed under the laws of the state of Pennsylvania, USA, excluding any body of law governing conflicts of law.  The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to these Terms of Use.  Any disagreement or dispute arising out of or relating to these Terms of Use, or the breach thereof which the parties are unable to resolve after good faith negotiations, if You and Prescient Medicine are unable to resolve such disagreement or dispute within thirty (30) days of meeting, shall be settled by final and binding arbitration to be conducted in Hummelstown, Pennsylvania, USA.  You and Prescient Medicine shall each appoint one arbitrator, and the two arbitrators shall jointly appoint a third arbitrator. You and Prescient Medicine shall each bear one half of the costs associated with the arbitration proceedings.

20.6 Severability. If a provision of these Terms of Use is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Terms of Use, but rather the entire Terms of Use shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of each party shall be construed and enforced accordingly.

20.7 Entire Agreement. These Terms of Use constitute the entire agreement between You and Prescient Medicine with respect to the subject matter hereof.  You acknowledge that You have not relied on any statements or representations made by or on behalf of Prescient Medicine in agreeing to enter into these Terms of Use.  

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