Provider Portal Terms of Use

TermsOfUse

Acceptance of the Terms

Welcome to Circular Genomics’ Provider Portal. These terms of use, together with any documents they expressly incorporate by reference (collectively, “Terms”) govern your use of our online portal for test ordering and results delivery (“Provider Portal”). These Terms are entered into by and between you and Circular Genomics, Inc. (“Company,” “our,” “we,” or “us”), and is a legally binding document. These Terms govern your access to and use of the following: (i) our Provider Portal found at https://mindlight.circulargenomics.com/ and (ii) the products, services, technologies, online platforms, and other offerings contained and available for use therein. All of these, including the Provider Portal itself, are referred to in these Terms as the “Platform”.

Please read the Terms carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms and our Privacy Policy, found at https://www.circulargenomics.com/privacy incorporated herein by reference. If you do not want to agree to these Terms, you must not access or use the Platform.

The Platform is offered and available to professional users who are licensed healthcare providers with the ability to order tests under their license, and or those providers’ practice representatives. By using the Platform, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or continue using the Platform.

Registration and Platform Access; Account Security

Use of the Platform may require you to register with us prior to access or use. When registering for the Provider Portal, you may be asked to provide certain personal information, including personal information of your clients or patients (as applicable, your “Clients”), including, but not limited to, your full name, email address, date of birth, education and professional experience, biography, provider licensing information, among others. It is a condition of your use of the Platform that all the information you provide to the Company be true, accurate, current, and complete. If you provide any untrue or inaccurate information, or if we have reasonable grounds to suspect that such information is untrue or inaccurate, we may suspend or terminate your account and refuse all current and future use by you of the Platform. You agree to notify us of any changes to such information by updating your account profile or contacting us using the contact information available below. Account information and certain other information about you are subject to the terms of our Privacy Policy.

Please keep your username and password confidential and do not share your password with anyone else. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your username, password, or other security information. You agree to notify us immediately via the email address below of any actual or suspected unauthorized use of, or access to, your username or password or any other breach of security.

We may modify, update, interrupt, suspend, or discontinue any or all of the Platform at any time without notice or liability. We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice or liability. From time to time, we may restrict access to some parts of the Platform, or the entire Platform. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms

Use of the Platform

Subject to the restrictions below, you may use the Platform and its contents and features solely for your professional use in connection with the services offered by the Company or otherwise as an Authorized User (as defined below) of the Platform.

Subject to compliance with these Terms, upon registration for the Platform, the Company grants to Authorized Users, a revocable, non-exclusive, non-transferable, and royalty-free license to access and use the Provider Portal and Platform for the sole purpose of their professional use in connection with the services offered by the Company, including ordering, accessing and delivering the results of, and facilitating payment for the Company’s tests for, to, and by their Clients. This license automatically terminates upon the termination of Platform access. For the purpose of these Terms, “Authorized User(s)” shall mean licensed health providers who have the ability to prescribe or order tests under the terms of their license and are expressly designated by the Company to have access to the Provider Portal to order Company tests.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material contained in, or generated by, the Platform, except as follows:

You may store files that are automatically cached by your web browser for display enhancement purposes.
You may, subject to applicable data protection laws, use, reproduce, distribute, modify, create derivative works of, download, store, and transmit the test orders and results regarding your Clients, solely for the purpose of providing your services to such Clients whether through or outside the Provider Portal.

If you wish to make any use of material as contained in the Platform other than as set out above, please address your request to: customerservices@circulargenomics.com.

Restrictions on Use

If you are not an Authorized User, you may not use the Platform. Authorized Users may use the Platform only for lawful purposes and in accordance with these Terms. You shall not, and no person may, use the Platform:

In any way that violates any applicable law, regulation, or rule, or third party’s rights.
For the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system.
To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
To engage in any other conduct that, as determined by us, may harm the Company or users of the Platform, or expose them to liability.
In any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform.
Use any process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof.
Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Platform.
Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any features or functionality of the Platform to unauthorized third parties for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service.

User Generated Content

You are solely responsible for any content and data you provide to the Platform, as opposed to content created by the Platform, at the time of registering for the Provider Portal, developing and maintaining your account, providing your services to Clients through the Provider Portal and utilizing the Platform (“User Generated Content,” which, for the avoidance of doubt does not include the test reports that the Company produces). By using the Platform and providing us any User Generated Content, you hereby grant the Company a perpetual, worldwide, royalty-free, nonexclusive, freely transferable, irrevocable right and license to use, host, store, copy, modify, create derivative works, publicly display, publicly perform, reproduce, transmit, and distribute such User Generated Content in connection with operating, providing, maintaining, improving, enhancing and promoting the Platform, including, without limitation, for developing, improving, training, testing and enhancing new or improved features, functionality and services, and/or artificial intelligence technologies and machine learning models that may now or in the future be utilized or created in connection with the Platform as provided from time to time. This license survives the termination of your access to the Platform.

You represent and warrant you have all necessary rights to provide such User Generated Content and grant the Company the foregoing rights and licenses. The Company reserves the right to terminate the account of anyone found to be infringing on a copyright. You agree not to upload or provide any User Generated Content that: (i) infringes any third party intellectual property or publicity or privacy rights; (ii) violates any applicable law or regulation; (iii) is defamatory, abusive, harassing, harmful, or fraudulent; (iv) contains viruses or malware; or (v) is otherwise objectionable, as determined by Company.

We take no responsibility and assume no liability for User Generated provided on or through the Platform. Furthermore, the Company is not responsible for the quality, or the level of professional service provided by the users as physicians and other healthcare providers. The Company provides no warranty with respect to the products and services produced by the users. By offering a professional service, the user undertakes that they have sufficient permissions, rights, and/or licenses to provide, utilize the services that are offered on the Platform.

Intellectual Property Rights

The Platform and its entire contents, features, and functionality (excluding User Generated Content) are owned by the Company, 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.

The Company name, the terms, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners.

If you wish to make any use of material on the Platform set out in this section, please address your request to: customerservices@circulargenomics.com.

If you print, copy, modify, download, or otherwise use or provide any person with access to any part of the Platform in breach of the Terms, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

We respect the intellectual property rights of others. Anyone who believes their work has been reproduced in a way that constitutes copyright infringement may notify us in accordance with the Digital Millennium Copyright Act of 1998.

Payments

Purchasing any services on the Platform requires a valid credit/debit card by a bank acceptable to the Company and/or our third party payment processor to process a charge(s) on your credit/debit card in the amount of the total purchase price for the service(s) (plus any applicable taxes or other fees) that you purchase.

All prices, fees and any applicable taxes and other charges are payable in U.S. dollars. When you make a purchase, you must provide traditional billing information such as your name, billing address, and credit card information. You may also need to provide additional information to verify your identity before completing your transaction. If you are completing the purchase using a third-party payment processor, that processor’s terms and conditions apply to your payment transaction.

We are careful to keep the technicalities of your purchase and payment method protected (as far as it is within our control to do so). However, in the absence of gross negligence on our part, we shall not be held liable for any loss you may suffer if a third-party procedures unauthorized access to any data and/or personal information that you provide when accessing the Platform and/or purchasing a product on the Platform.

Data Privacy and Compliance

We are committed to maintaining the privacy and security of patient information. We are the custodian of record and retain all necessary records in accordance with applicable requirements. Our medical records team processes all record requests and release of information requests by you, other than routine test results, which you are responsible for communicating to your Clients. Other than routine test results, other records are only released by our medical records team. You acknowledge that the uploading, storage and processing of patient information and notes are subject to HIPAA and other applicable data protection laws. You agree to abide by all HIPAA regulations and take necessary measures to ensure the confidentiality, integrity, and availability of patient information.

Disclaimer of Warranties

The Platform and Provider Portal are provided “AS IS” without warranties of any kind and your use of the Platform, its content and any services or items obtained through the Platform is at your own risk. We do not warrant the accuracy, completeness, security, reliability, quality, or usefulness of any information, feature, or functionality of the Platform, including any third-party services. We do not warrant that the Platform will operate error-free or that the Platform is free of computer viruses or other harmful mechanisms. We disclaim all liability arising from any use of the Platform and all warranties, whether express or implied, including, but not limited to, the warranties of merchantability title, fitness for a particular purpose, non-interference, quiet enjoyment, accuracy and non-infringement. The Company takes no responsibility and assumes no liability for the actions or omissions of other users.

The Platform may include or make available to you links to other sites and resources provided by third parties, which are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility or liability to you or any third party for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. We are not responsible, or liable to you or to any third party, for the content or accuracy of any such content.

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

Limitation on Liability; No Class Actions

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, OR THE FAILURE TO DELETE ANY CONTENT ON THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PLATFORM EXCEED THE AMOUNT PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT OR INCIDENT GIVING RISE TO THE CLAIM.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Nonetheless, if any portion of this class action waiver is deemed unenforceable or invalid as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, fines or fees of whatever kind (including reasonable attorneys’ fees) arising out of or relating to: (i) your use of the Provider Portal or Platform in violation of these Terms or your use of the Platform; and/or (ii) third party claims that any User Generated Content infringes applicable laws or third party intellectual property or other rights.

Local Laws; Dispute Resolution

The Platform (excluding any linked website) is controlled by Company from its offices within the State of California, United States. By accessing the Platform, you agree that all matters arising from or relating to the use of, the Platform, these Terms, the Privacy Policy or any other linked web site, shall be governed by the laws (both substantive and procedural) of the State of California and the laws of the United States of America, without regard to the conflicts of laws principles. You also agree, and by using the Platform hereby submit, to the exclusive personal jurisdiction and venue of the courts of the State of California relating to any dispute arising out of your use of the Platform.

You agree and acknowledge that your use of the Platform, and all transactions occurring in connection with the Platform, shall be deemed to have occurred and taken place solely in the State of California, United States of America. Your use of the Platform is void where prohibited by laws in jurisdictions to which you are otherwise subject, and you agree that you shall not visit or use the Platform in any such circumstances. Those who choose to access these sites from other locations do so on their own initiative and are responsible for compliance with local laws.

If you have any concern or dispute regarding the Platform, these Terms, or the Privacy Policy (“Claim”), you agree to first try to resolve the dispute informally and in good faith by contacting us and providing a written Notice of Claim to the address provided here (Contacting Company). The Notice of Claim must provide Company with fair notice of your identity, a description of the nature and basis of your Claim, and the relief you are seeking, including the specific amount of any monetary relief you are seeking, and cannot be combined with a Notice of Claim for other individuals. If any dispute related to your Claim is not resolved within 45 days of Company’s receipt of the Notice of Claim, any resulting legal actions must be resolved through final and binding arbitration administered by a single neutral arbitrator located in California to be agreed between the parties (such as a retired state court or federal judge) and conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures. Neither party shall initiate legal action until 45 days after the Notice of Claim is received by Company. The arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of the Terms or formation of the Terms, including whether any dispute between us is subject to arbitration (i.e., the arbitrator will decide the arbitrability of any dispute) and whether all or any part of these Terms are void or voidable. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’s native language, with simultaneous translation into English (at the expense of the party presenting the witness). Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over you and us. However, if a temporary restraining order or other injunctive relief is the only appropriate and adequate remedy for a breach of these Terms, such action may proceed without first resorting to arbitration. Any such claims arising from or relating to the use of the Platform, these Terms or the Privacy Policy will be heard and resolved in the federal and state courts located in California. In the event of a conflict between the rules of the arbitration provider and the Terms, including with respect to the assessment of the fees and costs of arbitration, the Terms will govern.

Miscellaneous

These Terms, the Privacy Policy, and any supplemental terms and guidelines posted on or made available through the Platform constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

We may update the content or modify the Platform from time to time. We may revise and update these Terms from time to time in our sole discretion. The updated version of the Terms will be posted on the Provider Portal with an updated effective date. Your continued use of the Platform following the effective date of the amended Terms means that you accept and agree to the Terms, as amended. You are responsible for regularly reviewing these Terms and any amendments thereto, so please check this page so that you are aware of any changes.

Terminating your Account

We may suspend or terminate your account or cease providing you with all or part of the Platform if we reasonably believe you have violated these Terms or if it appears that the account is a duplicate or not created by an authorized user. We may otherwise terminate your account upon thirty (30) days’ prior written notice. You may terminate your Provider Portal account and cease to use the Platform at any time, upon written notice to us or by deleting your account. Upon deletion of your account, you will cease to have access to any User Generated Content provided to the Company. You may receive a back-up of your account data upon written request, which we will retain in accordance with legal and regulatory requirements.

Your Comments and Concerns

The Platform is operated by Circular Genomics, Inc.

All feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: customerservices@circulargenomics.com.