Sema4 Website Terms and Conditions of Use



These terms and conditions of use are a legal agreement (these “Terms”) between you and Mount Sinai Genomics, Inc. d/b/a Sema4 (“Sema4” or “we”, “us” or “our”), with offices at 1425 Madison Avenue, New York, NY 10029, establishing terms and conditions under which you may access and use the services and features available on Sema4’s website located at sema4genomics.com (the “Services”).

BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, AVAILABLE AT sema4genomics.com/privacy-policy. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

By using the Services, you hereby represent and warrant that: (1) you have the legal power and authority to agree to, and to be bound by, these Terms; and (2) if you provide or have provided information to us in connection with your use of the Services, such information is true and accurate.

We may revise and update these Terms at any time and without notice. Your continued use of the Services will constitute your acceptance of these changes and the current version of these Terms.

THE SERVICES DO NOT PROVIDE MEDICAL ADVICE

The information and content provided through the Services, including but not limited to text, graphics, images, videos, and other material contained in the Services, are for informational purposes only and are not intended as a substitute for professional medical advice, help, diagnosis or treatment. Always seek the advice of your physician or other qualified health care provider with any questions you have regarding your medical care, and never disregard professional medical advice or delay seeking it because of something you have read on or via the Services. Nothing contained in the Services is intended to constitute a medical diagnosis or treatment. Reliance on any information appearing in the Services, including but not limited to information provided by Sema4 personnel or by other users of the Services, is solely at your own risk.

Sema4 does not warrant the accuracy, completeness, timeliness or usefulness of the opinions, advice, content, services or other information provided through the Services or on the Internet generally.

Sema4 and its affiliates, licensors, and suppliers have no control over and accept no responsibility for your compliance with the laws applicable to your country or state of residence.

INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS

Sema4 hereby grants you a personal, non-exclusive, non-transferable, limited, revocable right to use the Services in accordance with these Terms. Except as provided on the Website or as permitted by Sema4 in writing, you agree not to use (and not to direct or authorize any other party to use) the Services for any commercial purposes, including but not limited to: (1) co-brand the Website or any portion thereof, (2) frame the Website or any portion thereof (whereby the Website will appear on the same screen with a portion of another website), or (3) link the Website to any other website. “Co-brand” means to display a name, logo, trademark or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such party has the right to display, publish, or distribute the Services or any content accessible within the Services. You agree to cooperate with Sema4 in causing any unauthorized co-branding, framing or linking immediately to cease.

The material and content accessible within the Services and any other website owned, operated, licensed, or controlled by Sema4 (collectively, the “Content”) is the intellectual property and proprietary information of Sema4 or the party that provided rights to the Content to Sema4 (as applicable). All title to, ownership of, and rights in, and to, such Content is, and at all times shall remain, the sole and exclusive property of Sema4 and its content providers (as the case may be). Accordingly, you may not copy, distribute, republish, upload, post, transmit, or create derivative works of the Content in any way without the prior written consent of Sema4, except that you may print out a copy of the Content solely for your personal use. In doing so, you may not remove or alter, or cause or direct to be removed or altered, any copyright, trademark, service mark, trade name, or any other proprietary notice or legend appearing on the Services or on any of the Content.

You acknowledge and agree that Sema4 (or Sema4’s licensors, as applicable) own all legal right, title, and interest in and to the Services, including any intellectual property rights that subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Sema4 logos and product and service names are trademarks of Sema4 and these marks together with any other Sema4 trade names, service marks, logos, domain names, and other distinctive brand features are the “Sema4 Brand Features”. Unless Sema4 otherwise agrees in writing, nothing in these Terms gives you a right to use any Sema4 Brand Features without explicit written authorization from Sema4. You may not use any Sema4 names or trademarks in any advertising or publicity, or otherwise to indicate or imply sponsorship of or affiliation with any product or service, without the prior written consent of Sema4. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services. You agree that you shall not, and shall not permit anyone else under your reasonable authority to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code or other basis of Sema4’s technology.

The Services may contain hyperlinks, directly or by means of search results, to other websites that are not maintained by, or affiliated with, Sema4. Hyperlinks to such third-party websites are provided as a service to users and are not sponsored by or affiliated with Sema4 or the Services. Sema4 is not responsible for the content of those websites. Hyperlinks are to be accessed at your own risk, and Sema4 makes no representations or warranties about the content, completeness, or accuracy of these hyperlinks or the sites hyperlinked to the Services. Further, the inclusion of any hyperlink to a third-party website does not necessarily imply endorsement by Sema4 of that website or the material or content contained therein.

PRIVACY

Sema4 is committed to respecting and protecting your privacy. Our current website Privacy Policy is available at sema4genomics.com/privacy-policy and is incorporated by reference herein.

Any questions or comments should be directed to privacy@sema4genomics.com.

CONSENT TO USE OF TECHNICAL DATA

You agree that, consistent with our Privacy Policy, Sema4 may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Services. Sema4 may use this information to improve its products or to provide services or technologies to you. For more information, please see our current website Privacy Policy at sema4genomics.com/privacy-policy.

NO WARRANTY

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. SEMA4 HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES. SEMA4 DOES NOT WARRANT THAT THE CONTENT CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SEMA4 DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT ON THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND SEMA4 MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. SEMA4 MAKES NO WARRANTIES THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE CONTENT PROVIDED HEREIN.

BY ACCESSING THE SERVICES, YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE SERVICES AND ANY PRODUCTS OR SERVICES DESCRIBED HEREIN.

LIMITATION OF LIABILITY

Under no circumstances shall Sema4, or any of its directors, officers, affiliates, employees, agents, representatives, medical staff, successors, or assigns be liable to you or any other party for any punitive, special, incidental, indirect, or consequential damages whatsoever, however arising (including, without limitation, our negligence), including, without limitation, damages resulting from loss of use, data, sales, goodwill or profits, whether or not we have been advised of such possibility, or under any legal or equitable theory, in tort, in contract, at equity, or otherwise, arising out of or in connection with your use of the Services.

Your sole and exclusive remedy for dissatisfaction with the Services is to stop using the Services. All information is transmitted over a medium that is beyond the control and jurisdiction of Sema4. Accordingly, Sema4 assumes no responsibility for, or relating to, delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Services or other sites or services accessed via the Services. We are not responsible for any resulting damage to your computer from a security breach, or from a virus, unauthorized intervention, fraud, computer failure, or any other technical malfunction.

We reserve the right to alter, suspend or discontinue the Site or any features, products or services at any time for any reason without notice or cause. The Site may be temporarily unavailable due to maintenance or technical equipment malfunction.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEMA4 DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO THE USE OF THE SERVICES, INCLUDING BY ANYONE OTHER THAN YOU.

INDEMNITY

You shall indemnify and hold Sema4, its directors, officers, affiliates, employees, agents, representatives, successors, and assigns (the “Indemnified Parties”) harmless from any breach by you of these Terms, including any use of the Services other than as expressly authorized in these Terms. You agree to cooperate as reasonably required in the defense of any claim based on any such breach or unauthorized use. Sema4 reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification under this section and, in any event, you agree not to settle or conclude any such matter without the prior written consent of Sema4. You agree that the Indemnified Parties shall have no liability in connection with any breach by you of these Terms or unauthorized use of the Services.

GENERAL

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles.

Sema4 may modify these Terms at any time, and such modification shall be effective immediately upon posting. You agree to review these Terms periodically to be aware of such modification and your access or use of the Services shall be deemed your acceptance of the modified agreement.