Terms of Service
Effective Date: August 29, 2023
1. Description of Services
BellSant’s Platform is a mobile software application that provides health advisory and blood testing ordering services. By analyzing information regarding your current and historical, physical, mental, and social health and wellbeing (your “Health and Wellness Markers”), our Platform provides you with personalized assessments and insights related to your health, aging, diet, habits, lifestyle and performance. Our Platform is subject to the following requirements and restrictions:
- Only adults 18 and older in the United States may use the Platform.
- You must create an account with BellSant and answer questions about yourself.
- BellSant Platform Service Levels:
- Do-It-Yourself Blood Tests – Offered through the Google Play and Apple App Stores. Receive a thorough analysis of existing blood test work provided by you. Does not include biological age or advanced blood tests.
- Advanced Blood Testing Subscription – Offered by BellSant directly through our Platform. Get updated blood work multiple times per year and track your progress. Includes biological age and advanced blood tests at CLIA-certified labs.
2. Limitations on the Scope of Our Services
- BellSant reserves the right to change any methodologies, recommendations, and diagnostic tools made available to you on the Platform at any time and without notice.
- You acknowledge that you have no known pre-existing conditions that may cause blood test markers to fall outside of typical reference ranges.
- The advanced lab test plans may not be available in your area due to lab location availability, or other limitations. See the app for plan availability.
- Advanced lab test scheduling is not available while you are pregnant, so users may only be permitted to access certain features during pregnancy.
- You acknowledge that you are cleared by your physician or a certified personal trainer to perform strength and mobility assessments.
- You accept that BellSant has no obligation to provide re-testing of lab results.
- You accept that this service is not a replacement or substitute for medical care. See Section 4 for more details.
3. Pricing, Payment, Renewals, and Discounts
BellSant’s Platform offers two types of plans, each with their own subscription and billing cycles.
A. Do-It-Yourself Blood Tests – Our Do-It-Yourself Blood Testing is made available to you from the Google Play and Apple App Stores and is automatically renewed on a quarterly basis in accordance with the terms and conditions of the Google Play and Apple App Stores, which may also offer alternative automatic renewal terms. If you select this service, BellSant will not collect, store, or process any of your payment information, and users who select this service will submit their payment information directly to Google or Apple, as applicable. Do-It-Yourself users will be subject to the terms and conditions and licenses of the Google Play and Apple App Stores, including with respect to your use of the Platform as well as cancellation, renewal, and refund policies. Apple and its subsidiaries are third party beneficiaries of these Terms and upon your acceptance of these Terms, Apple may enforce these Terms against you as a third-party beneficiary thereof.
B. Advanced Blood Testing – Advanced Blood Testing is made available to you on a subscription basis with either a quarterly, semi-annual, or annual fee. Subscriptions automatically renew to ensure an uninterrupted service. This means that once you become a subscribing user, your subscription will automatically renew based on the subscription you chose (e.g., annually, semi-annually, etc.) unless you cancel by following the instructions in these Terms or your subscription is otherwise terminated by BellSant. Following non-renewal, cancellation, the end of your subscription period, and/or termination of your Advanced Blood Testing subscription for any reason, you will no longer be eligible to receive biological age and advanced blood tests at CLIA-certified labs, regardless of whether such tests have accrued pursuant to your subscription. Your Advanced Blood Testing subscription may only be canceled through the Platform.
i. UNLESS YOU NOTIFY US WITHIN THE PLATFORM PRIOR TO THE END OF THE CURRENT SUBSCRIPTION PERIOD THAT YOU WISH TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEE AND ANY TAXES. Please contact firstname.lastname@example.org if you are locked out of the Platform and unable to access your account.
ii. Please ensure that your billing information is correct to prevent your subscription from lapsing. Prices and terms for subscriptions may change at any time. The price and terms in place when you made your initial purchase or when your subscription last renewed will stay in effect for the duration of that subscription period, but new prices and terms may apply to renewals or new subscriptions. BellSant will give you reasonable notice of any change in price or terms before they go into effect. If you do not want to renew your subscription under these new prices or terms, you may cancel your subscription as described below. In order to access and utilize the Platform under the Advanced Blood Testing subscription model, subscription fees will be charged to your credit card on a recurring basis.
iii. BellSant uses a third-party service provider, Stripe, to store and process your credit/debit card information (the “Payment Method”) for the Advanced Blood Testing subscription. You hereby authorize the Payment Method to be used automatically for your payment responsibilities to BellSant. If a credit card account is being used for your subscription, BellSant may obtain preapproval for an amount up to the amount of the payment. If you wish to designate a different payment method or if there is a change in your Payment Method information, you may update your information in your account settings, which may temporarily delay your ability to make payments while BellSant and/or its service providers verify the new payment information. You represent and warrant that: (1) any credit/debit card information that you supply is true, correct and complete, (2) charges you incur will be honored by your credit/debit card company, (3) you will pay the charges incurred in the amounts posted, including any applicable taxes, and (4) you are authorized to make a purchase or other transaction with the relevant credit/debit card and information. You agree and authorize the Payment Method to be billed automatically in accordance with these Terms in an amount equal to the applicable fee and taxes in effect at such time.
BellSant may offer discounts at its discretion. Any discount is solely redeemable for a reduction in the price of a BellSant service and is not redeemable for cash or any other form of remuneration. Discounts associated with promotional campaigns will have a promotional code assigned to them, which must be entered during the registration process in the app to qualify for the discount. Discounts are subject to revision and cancellation at any time in our sole discretion. Discounts are only available for a one-time use per-subscriber and are not transferable unless otherwise indicated in the promotional campaign.
4. No Medical Advice
The contents of our Platform, including any personal assessments, recommendations, blood test results, or other reports generated by our services and/or analysis of your Health and Wellness Markers (collectively, your “Report”) and any other information, data, analyses, editorial content, images, audio and video clips, hyperlinks and references featured on the Platform (collectively, “Content”) are for informational purposes only. The Platform, your Report, and any Content is not intended to provide professional medical advice, diagnosis, or treatment, and is not intended to be interpreted as a recommendation for a particular course of action or treatment plan. Your individual results may vary, and any advertised results are not guaranteed.
THE PLATFORM DOES NOT OFFER MEDICAL ADVICE. NOTHING CONTAINED IN THE PLATFORM, YOUR REPORT OR THE CONTENT IS INTENDED TO (i) CONSTITUTE PROFESSIONAL ADVICE FOR MEDICAL DIAGNOSIS OR TREATMENT, OR (ii) ADVOCATE OR RECOMMEND THE PURCHASE OR SELECTION OF ANY PRODUCT, SERVICE OR TO ENDORSE OR GUARANTEE THE QUALIFICATIONS, CREDENTIALS OR APPROPRIATENESS OF ANY HEALTH CARE PROVIDED, LINKED TO, AND/OR ADVERTISED ON THE PLATFORM. NEITHER THE PLATFORM NOR THE SERVICES ARE A MEDICAL PROGRAM AND ARE NOT INTENDED FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. IF YOU SUSPECT THAT YOU MAY HAVE A MEDICAL CONDITION, CONSULT YOUR PHYSICIAN.
Depending on the services selected by you, we may engage a network of licensed professionals and laboratory testing facilities (collectively, our “Health Partners”) to order, facilitate, and review blood tests on your behalf and to contact you regarding the results of those tests. Should you have questions regarding your blood test results, BellSant reserves the right to facilitate contact between you and our network of licensed professionals to help answer those questions. Any interactions with our Health Partners are subject to the terms of service of those Health Partners, all of which are accessible in the BellSant Platform. Notwithstanding the foregoing, these interactions do not create, nor are they intended to create any doctor-patient relationship. You should seek the advice of a doctor or other qualified health provider if you are experiencing any symptoms or believe that you may have any medical or psychiatric condition, regardless of any information contained within your Report. You should not ignore professional medical advice or delay seeking medical advice because of any information provided to you in your Report or any other Content provided on the Platform. Furthermore, you should not interpret your Report, the results of any blood test, or any other Content as recommending any specific treatment plan, product, or course of action. You should always consult your doctor or other qualified health provider before starting any new treatment or stopping any treatment that has been prescribed for you by your doctor or other qualified health provider. BellSant and the Platform do not provide allergy testing and none of the Content should be interpreted as allergy testing. BellSant does not warrant the accuracy of any representations regarding reimbursement by your insurance provider or whether our services are FSA/HSA eligible.
PLEASE CALL YOUR DOCTOR OR 911 IMMEDIATELY IF YOU THINK YOU MAY HAVE A MEDICAL OR PSYCHIATRIC EMERGENCY.
5. Your Account
You must create a user account with BellSant (your “Account”) in order to access the Platform, our services, and to receive our Content, and we will ask you to create a username and password to protect your Account or sign in using a supported third-party authentication provider. You represent and warrant that the information you provide to us is accurate and complete and that you will promptly update your Account if any of the information changes. You are solely responsible for keeping your login credentials confidential for all uses of our Platform and our services. You must immediately notify BellSant of any unauthorized use of your Account. We may refuse to grant you login credentials that are already in use, impersonate someone else, are or may be illegal, are or may be protected by trademark or other proprietary rights, are vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion.
6. Platform Requirements
The Platform is for use by adults who are 18 years of age or older and who reside in the United States. Users under the age of 18 may not use the Platform or any affiliated website or application. By using the Platform or any affiliated website or application, you represent that you are 18 years of age or older. You also agree that you will not use the Platform or any affiliated website or application or access the services for any purpose that is unlawful, unethical or in violation of these Terms.
7. Subscription Fees
8. Limitations on Your Use of the Platform
You agree not to do any of the following actions:
- You will not take any action that imposes an unreasonable load on the Platform’s infrastructure.
- You will not use any device, software, or routine to interfere or attempt to interfere with the proper operation of the Platform or any activity being conducted on the Platform.
- You will not attempt to decipher, decompile, disassemble, or reverse engineer any of the source code or software that comprises the Platform.
- You will not delete or alter any Content made available on the Platform by BellSant or any other person or entity.
- You will not use the Platform with the intent to replicate, copy, or learn about any component of the Platform’s or our services’ methodologies.
- You will not attempt to gain unauthorized access to the Platform, access another user’s login credentials, or access accounts that have been canceled or terminated.
10. Health Insurance Portability and Accountability Act (“HIPAA”)
To the extent that we may receive protected health information (“PHI”) directly from a covered entity subject to HIPAA, BellSant is a business associate (as defined under HIPAA). We may receive PHI from a covered entity as part of the terms of your subscription and we may use or disclose that information consistent with the purpose(s) for which it was provided. We will execute all necessary and appropriate agreements with the relevant covered entity or entities, as required by law, and will implement and maintain appropriate safeguards, consistent with the HIPAA Security Rule to prevent the unauthorized use or disclosure of PHI (including electronic PHI). We reserve the right to update our privacy and security policies and practices from time to time at our sole discretion. Questions regarding our HIPAA policies or compliance may be directed to email@example.com.
11. Ownership and Use of the Platform and Content
The Platform is owned and operated by BellSant. The Platform, all Content, the services, and any other intellectual property and other rights relating to the foregoing are and will remain with BellSant, its licensors and suppliers, as applicable. The Platform, Content, and the services are protected by U.S. and international copyright, trademark, and other laws. Subject to these Terms, BellSant grants you a non-exclusive, non-transferable, revocable, limited license to (i) download, install, and use the Platform for your personal, non-commercial use, strictly in accordance with the Platform’s documentation and (ii) access and use the Content and receive the services, strictly in accordance with these Terms and any other applicable documentation. You may view, download and print one or more copies of your Report and any other Content obtained by you from our Platform, for your noncommercial personal use only, as long as you do not remove or hide any copyright notice, trademark notice, or other proprietary rights notice displayed on or in conjunction with the Report or Content. You may provide copies of your Report to your doctor and anyone else that you choose. Notwithstanding the foregoing and except as may be expressly permitted by applicable law or the Platform, you shall not:
(a) copy the Platform or the Content, except as expressly permitted by these Terms;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform or the Content;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform or Content, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or the Content, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform or the Content available on a network where it is capable of being accessed by more than one device at any time, except as otherwise provided for in these Terms;
(f) use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material or Content on the Platform;
(g) use any manual process to monitor or copy any of the Content or other material on the Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent;
(h) frame, mirror, or otherwise incorporate the Platform, the Content, or any portion of the Platform as part of any other mobile application, website, or service;
(i) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform; or
(j) access or use the Platform, Content or services for purposes of competitive analysis of the Platform, Content or services, or the development, provision, or use of a competing platform or service.
All rights not expressly granted herein are expressly reserved to BellSant, its licensors and suppliers. By using our Platform or accessing our Content or services, you agree not to remove any copyright, trademark or other proprietary rights notice contained in or on the Content, Platform or any services without prior written consent from BellSant.
12. Trademark Notices
All trademarks, service marks, and logos used on our Platform, whether registered or unregistered, are owned by BellSant, its licensors, suppliers and others. Except as provided herein, you may not use or display any trademarks, service marks, logos or designs used on our Platform without prior written consent from the rightful owner(s).
13. User Generated Content
The Platform may contain interactive features that allow you and other users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Platform. All User Contributions must comply with the standards set forth in these Terms. Any User Contribution you post to the Platform will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material in accordance with your account settings and applicable law. You represent and warrant that: (i) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and (ii) all of your User Contributions do and will comply with these Terms. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not BellSant, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platform.
User Contributions must in their entirety comply with all applicable laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
14. BellSant Referral Program
BellSant may offer referral credits to the Platform’s users in its sole discretion. Any credit is solely redeemable for a reduction in the price of a BellSant service and is not redeemable for cash or any other form of consideration or remuneration. Referral credits are only eligible if a referred individual purchass one of the Advanced Diagnostic subscriptions and remains a member through the duration of their subscription. Referral credit terms, conditions, and values are subject to revision and cancellation at any time in our sole discretion. No user action required. Accrued referral credits by active subscribers will be automatically applied to the next subscription period fee that they become eligible to receive the credit and any future subscriptions if the credits are worth more than a single subscription period. Referral credits are only redeemable by active subscribers and are non-transferable.
15. Accuracy and Integrity of Information
Although we strive to keep the Content accurate, complete and up to date, BellSant cannot and does not guarantee the accuracy, completeness, or timeliness of your BellSant Report or any other Content or application on the Platform, whether provided by our licensors, our suppliers, or us. It is possible that the Content may include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions, and alterations could be made to the Content or your Report by third parties. If you find something that is inaccurate, please inform us so that it can be corrected. Information contained within your Report or other Content may be changed or updated by BellSant without notice. Any opinions, advice, statements or other information expressed or made available by third parties via our Platform are those of the respective third party and are not necessarily those of BellSant. THE CONTENT IS PROVIDED WITH THE UNDERSTANDING THAT NEITHER BELLSANT NOR ITS LICENSORS OR SUPPLIERS ARE ENGAGED IN RENDERING MEDICAL, LEGAL, OR OTHER PROFESSIONAL SERVICES OR ADVICE. THE PLATFORM, CONTENT, AND YOUR REPORT ARE INTENDED SOLELY FOR YOUR INFORMATIONAL PURPOSES AND ARE NOT INTENDED AS MEDICAL ADVICE, FOR USE WITH MEDICAL DIAGNOSIS OR TREATMENT FOR ANY INDIVIDUAL PROBLEM, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE AND SERVICES FROM A QUALIFIED HEALTHCARE PROVIDER FAMILIAR WITH YOUR UNIQUE FACTS.
16. Suspension and Termination of Our Platform and Services
BellSant may suspend or terminate your use of the Platform and your access to the services for any reason, including for a breach of these Terms and for non-payment. In the event of termination, depending on the level of service that you selected, you may be eligible for a partial or complete refund in our sole discretion and as set forth below:
- Do-It-Yourself Blood Tests – In the event of any failure of the Platform to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Platform to you, provided, however, that Apple will have no other warranty obligation whatsoever with respect to the Platform and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be BellSant’s sole responsibility. Please see Apple’s Licensed Application End User License Agreement for more details.
- Advanced Blood Testing – All fees and expenses associated with any blood test facilitated by us are non-cancellable and non-refundable, except in BellSant’s sole discretion.
17. Third-Party Websites
The Platform and related websites operated by BellSant may contain information about, links to, or advertisements for websites operated by third parties (“Third Party Websites”) and communications sent to users of the Platform may contain information about, links to, or advertisements for Third Party Websites. Information regarding Third Party Websites is provided for your convenience only, and we do not control such Third Party Websites. BellSant is not responsible for the content and performance of Third Party Websites or for any transactions you may choose to conduct with the operators of those websites. BellSant is not responsible for the content of linked Third Party Websites, sites framed within the Platform, or third-party advertisements featured on the Platform or in emails sent from the Platform, and BellSant does not make any representations regarding their content or accuracy. Your use of Third Party Websites is at your own risk and subject to the terms and conditions of use of such sites. You acknowledge and agree that BellSant has no liability for any damage or loss arising from your access to, use of or reliance on any Third Party Website, software, data, or other information.
The Platform and our services may also utilize, support, and incorporate applications, devices, wearables such as a heart rate monitor or activity tracker, and/or other software operated by third parties (collectively, “Third Party Applications”). BellSant is not responsible for the content and performance of Third-Party Applications, and it may discontinue or support such Third-Party Applications at its discretion. You are solely responsible for complying with the terms and conditions applicable to such Third-Party Applications.
18. Intended Audience
Our Platform is maintained by BellSant from its offices within the United States. BellSant makes no representation that the Content or other materials in our Platform are appropriate or available for use in other locations. Those who choose to access the Platform or any services from other locations do so on their own initiative and are responsible for compliance with local or national laws, as applicable. The software, technology and other information from the Platform are further subject to United States export controls and, potentially, the import laws of your jurisdiction. No software, technology or other information from this platform may be downloaded or otherwise exported or re-exported to any person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders or otherwise prohibited by United States export control laws. By downloading or otherwise using any software, technology or other information from the Platform in any manner whatsoever, you represent and warrant that you are not on any such list or located in, under the control of, or a national or resident of any such country.
19. Warranty Disclaimer
THE PLATFORM, CONTENT 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, BELLSANT, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SERVICES, ALL CONTENT, AND YOUR REPORT, INCLUDING 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, BELLSANT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM, THE CONTENT, OR YOUR REPORT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
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.
20. Limitation of Liability
BELLSANT ASSUMES NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON OUR PLATFORM, THE BELLSANT SERVICES, YOUR REPORT, OR OTHER PLATFORM CONTENT. YOU MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH THEIR USE, INCLUDING ANY RELIANCE ON THEIR ACCURACY, COMPLETENESS OR USEFULNESS.
IN NO EVENT WILL BELLSANT, ITS AFFILIATES, OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR: (A) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR BELLSANT DATA, YOUR BELLSANT REPORT, OTHER CONTENT OR ANY COMMUNICATIONS BETWEEN YOU AND BELLSANT OR OUR PLATFORM, LOSS OF OR DAMAGE TO YOUR BLOOD SAMPLES, THE STATEMENTS OR CONDUCT OF YOU OR ANY OTHER USER ON OUR PLATFORM, OR ANY OTHER MATTER RELATING TO OUR PLATFORM OR THE SERVICES; OR (C) DIRECT DAMAGES IN AMOUNTS THAT, IN THE AGGREGATE, EXCEED THE AMOUNTS ACTUALLY PAID BY YOU FOR THE PLATFORM IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT CAUSED THE DAMAGE. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR BELLSANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold harmless BellSant, its licensors, suppliers, and their respective directors, officers, employees, agents, affiliates, successors and assigns, from and against any and all claims, damages, losses, liabilities, costs (including reasonable attorneys’ fees) and other expenses that arise from or relate to your use of our Platform, the services, your Report, the Content, your breach of these Terms, or from any data or communications (including User Contributions) you submit, post or transmit to or through our Platform. You agree to cooperate as reasonably required in the defense of any such claim. BellSant 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 any such matter without the prior written consent of BellSant.
22. LIMITATION OF TIME TO FILE CLAIMS
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
23. Copyright Infringement
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any User Contributions or other Content or materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent to receive DMCA Notices is:
Joshua T. Silver
100 Middle Street
Portland, Maine 04101
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
If you believe that material you posted on the Platform was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:
- Your physical or electronic signature.
- An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Platform may be found) and that you will accept service from the person (or an agent of that person) who provided us with the complaint at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within 10 business days of receiving the copy of your Counter Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
24. Governing Law
These Terms and the resolution of any dispute related to these Terms, our Platform, the Content, the services, your BellSant Report or any other content, or your use of or inability to use any of the foregoing, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.
25. Dispute Resolution and Binding Arbitration
YOU AND BELLSANT ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO THESE TERMS, OUR PLATFORM, THE CONTENT, THE SERVICES, YOUR BELLSANT REPORT, OR ANY OTHER CONTENT, OR YOUR USE OF OR INABILITY TO USE ANY OF THE FOREGOING, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 25. The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879. All arbitration proceedings will take place in Washington, DC. The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the applicable provisions of these Terms and to fashion appropriate remedies for breaches of these Terms (including interim or permanent injunctive relief); provided that the arbitrator will not have any right or authority: (i) in excess of the authority of a court having jurisdiction over the parties and the dispute would have absent this arbitration agreement; (ii) to award damages in excess of the waivers and limitations applicable to damages in these Terms; or (iii) to modify the terms and conditions set forth in these Terms. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
You agree to arbitrate on an individual basis. In any dispute, NEITHER YOU NOR BELLSANT WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any part of this arbitration provision is found unenforceable, the unenforceable portion will be severed and the remaining arbitration terms will be enforced.
26. Certain Claims; Jurisdiction
Notwithstanding Section 25 of these Terms or anything else to the contrary, BellSant may choose to file a claim against you for equitable relief in any court of competent jurisdiction in the event you violate Section 8, 11, 12 and/or 13 of these Terms.
In the event the requirement to arbitrate disputes is found to be invalid or unenforceable for any reason, you agree that any legal action or proceeding between BellSant and you related to these Terms, the Platform, the Content, the services, your BellSant Report or any other content, or your use of or inability to use any of the foregoing, shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the District of Columbia, and you agree to submit to the personal and exclusive jurisdiction of such courts. To the fullest extent permitted by applicable law, each party hereby expressly waives any right to a trial by jury in any action, suit, proceeding, or counterclaim of any kind arising out of or in any manner connected with these Terms, the Platform, the Content, the services, your BellSant Report or any other content, or your use of or inability to use any of the foregoing.
28. How to Contact BellSant
If you have any questions regarding these Terms, you may contact us at firstname.lastname@example.org at any time.