Terms and Conditions

For Individuals and Consumers

Last updated: December 7, 2022 (v1.2)

This Agreement is a binding legal agreement between you (“you” or “your”) and Chronomics Limited together with its group companies and affiliates (“Chronomics”, “we “, or “our”). The Agreement between you and us govern your access to and use of our websites, applications (each a “Site”) and our Services (as defined below) and also includes any policies and other documents references herein, which are each incorporated herein by reference and together form the agreement between you and us (“Agreement”). You understand and agree to be bound by this Agreement and the policies and documents referenced herein with respect to your access to and use of the Site(s) and our Services. It is your responsibility to review this Agreement carefully and keep a copy for your records. You are responsible to review our Terms and Conditions from time to time as we make updates periodically. If we update these Terms and Conditions, we will update the date reflected at the top of this document.

YOU AGREE TO BE BOUND BY THIS AGREEMENT WHEN YOU CLICK “I AGREE” AND/OR CONTINUE TO ACCESS OR USE THE SITE(S) OR OUR SERVICES. IF YOU DO NOT UNDERSTAND THIS AGREEMENT OR DO NOT AGREE TO BE BOUND BY THIS AGREEMENT (OR ANY UPDATES THERETO), DO NOT ACCESS OR USE THE SITE(S) OR OUR SERVICES.

Services

Description & Purpose of Site(s) and Services

We provide you with access to our Site(s) for general education purposes about our sample collection kits associated with various biomarkers (“Test Kits”), and to enable purchasing and/or registration of the Test Kits and to offer other related services which may be available to you (“Services”). In order to use the Services you understand you will need to provide a biological Sample (as defined below). You agree to follow the Instructions for Use of the Test Kit and understand that failing to do so may impair the accuracy of the Results or the ability to obtain any Results. Any Test Kits provided to you are for the purpose of collecting biological samples, such as saliva, mucous, urine, stool, blood or other biological samples (“Samples”) only as specified in the instructions for use and only to the individual who ordered the test and only as permissible by applicable law. In many cases Test Kits are self-administered. In certain cases our Services are provided together with our partners, (sub)contractors and/or representatives) and this Agreement and any reference to ‘Services’ herein includes Services offered by Chronomcis directly or together with our partners, (sub)contactors and/or representatives. In some cases the Services may be coordinated with third party services, such as phlebotomy or other services. Your Samples and Test Kits will be processed by independent third party laboratories. By using our Site(s) or Services, you understand and agree that your relationship with these laboratories or other third parties is independent of us and governed by each of their disclosures, terms and conditions, privacy policies and/or other terms of use. We make no representations or warranties regarding the services or products provided by third parties and disclaim any liability for use of their products and services.

Services Not A Substitute For Medical Judgement

THE SERVICES, TEST KITS AND TEST RESULTS ARE NOT INTENDED AS A SUBSTITUTE FOR ANY MEDICAL ADVICE OR PROFESSIONAL JUDGEMENT OF HEALTH STATUS. CHRONOMICS DOES NOT PROVIDE MEDICAL ADVICE, NOR ADMINISTER ANY DIAGNOSTIC MEDICAL TESTS, PRESCRIPTIONS, OR OTHER HEALTHCARE INTERVENTIONS. CHRONOMICS MAKES NO ENDORSEMENT OR REPRESENTATION AS TO THE ACCREDITATION, LICENSING OR GOOD-STANDING OF ANY HEALTHCARE PROVIDER UNDER APPLICABLE LAWS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND YOUR HEALTHCARE PROVIDER ARE RESPONSIBLE TO EVALUATE THE TEST RESULTS AND INFORMATION OTHERWISE PROVIDED THROUGH THE SERVICES, TEST KITS AND RESULTS. YOU ACKNOWLEDGE AND AGREE YOU SHOULD OBTAIN PROFESSIONAL JUDGEMENT IN EVALUATING ANY RESULTS OR INFORMATION ASSOCIATED WITH THE SERVICES AND TEST KITS OR SERVICES WHEN UNDERTAKING ANY COURSE OF ACTION OR INACTION BASED ON THE TEST RESULTS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT CHRONOMICS AND ITS REPRESENTATIVES SHALL NOT BE LIABLE FOR ACTS, OMISSIONS OR CONDUCT OF ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION ANY LABORATORIES, HEALTHCARE PROVIDERS, CLINICIANS, CONTRACTORS OR OTHERWISE), AND/OR FROM THE RISK OF HARM OR ANY DAMAGES FROM THE SERVICES RENDERED OR FROM TEST KITS MANUFACTURED, DISTRIBUTED, DISPENSED OR SOLD BY ANY THIRD PARTY.

Please direct any questions you may have regarding the interpretation of your laboratory results, medical condition(s), or other health related matters to your healthcare provider.

Notwithstanding the foregoing, you agree that we may share your test results, name and contact information with a third party healthcare professional in the event it is required by law, required to perform the Services, or in our reasonable opinion is related to a potentially urgent health concern.

Availability of Services

Not all Services or Site(s) may be available in all locations. When required by applicable law, our Services or Test Kits are available only upon order from a licensed healthcare provider which may be through a telehealth/telemedicine provider or other healthcare provider in the applicable jurisdictions. These healthcare providers are independent third parties. In such cases you may be asked to provide consent to medical treatment or other consents and/or other acknowledgements from the healthcare provider in order to access the Services. These consents are developed and/or recorded by the third party healthcare provider and subject to their policies and terms of use. We have no obligation to provide any maintenance, support or other services in relation to the Site(s) and Services, including not providing any telephone assistance, documentation, error corrections, updates, upgrades, bug fixes, patches, and/or enhancements. Your access to and/or use of the Site(s) and Services may also be interrupted, suspended or restricted when we provide any maintenance, support, updates or other activities in relation to the Site(s) and Services.

Changes to Our Sites or Services

We may expand, restrict or modify our Services and Site(s) at any time, for any reason, including our right not to provide Services without notice or liability to you.

Your Obligations

Your Obligations in Using Our Services and Site(s)

You represent, undertake and warrant that:

(a) you have full capacity and authority to (and do) accept and agree this Agreement;

(b) you have not previously been suspended or prohibited from using the Site(s) or Services;

(d) you are at least 18 years of age and are the age of majority (adult) in your location;

(e) all of the information you provide to us is correct, authentic and truthful information and you will not use any fraudulent means or make any misrepresentation, intentional omission or error;

(f) you are using the Site(s) and Services for yourself or as parent or legal guardian or other authorized representative of another individual and you agree not to use the Site(s) or Services to purchase or register a Test Kit or to initiate a lab test requests or Services for any other individual;

(g) you will not to resell the Test Kits or Services;

(h) you will comply with this Agreement, all applicable laws and regulations, and any other of our (or our representatives’ and contractors’) policies, practices, and notices provided or referenced herein in connection with the Site(s); Service;

(i) you will not undertake or attempt any Prohibited Uses hereunder;

(j) you will not state or imply that Chronomics is a medical practice, doctor, clinician or the like; and

(j) neither you, nor, to your knowledge any of your agents, or representatives, is an individual or entity (“person”) that is, or is owned or controlled by persons that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority each as may be updated from time to time (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including currently, Crimea, DNR and LNR regions of Ukraine, Cuba, Iran, North Korea and Syria); and You, and to your knowledge your representatives, and agents, are in compliance with all applicable Sanctions, export control and other trade laws and with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder to the extent applicable (the “FCPA”) and any other applicable anti-corruption law, in all material respects. We will have the right to terminate this Agreement immediately without prior notice for breach of any of the foregoing representations, warranties and covenants.

You will indemnify and hold harmless Chronomics and our representatives from any breach of the foregoing representations, undertakings and warranties, which indemnity shall survive any termination of this Agreement for any reason.

Prohibited Uses

You are prohibited from (or attempting) the following: (i) using any and all materials, information, software, products, tools, and services that are included in or made available through this Site(s) or Services except as expressly permitted under this Agreement; (ii) interfering with the proper working of the Site(s) or Services or interfering with any monitoring of the Site(s) or Services by us; (iii) using any automated means (such as agents, bots, scripts or spiders, or the like) to access, query, or otherwise collect Site-related information from our Site(s) or related servers; (iv) attempting to bypass or circumvent any security measures relating to the Services or Site(s); (v) taking any action that intentionally imposes a strain or burden on the Site’s infrastructure or failing to cooperate with us to alleviate such burden; (vi) using or combining the Site(s) or Services with software offered under an open source license;(vii) reverse engineering, decompiling, disassembling or deriving source code, coping, modifying or creating derivative works of the Site(s) or Services; (viii) exporting, extracting, or otherwise scraping content from the Site(s) or Services; (ix) creating a product or service with features similar to the Services or Site(s) or which re-create the features thereof; (x) transmitting code, files, scripts, agents, or programs (including viruses or malware) through the Site(s); (xi) using the Services or Site(s) to transmit or store any content or communication that is illegal, harmful, unwanted or unrelated to the Services or Site(s); (xii) using the Site(s) or Services in violation of any applicable laws or regulations including but not limited to: applicable export control laws, the U.S. Health Insurance Portability and Accountability Act, the General Data Protection Regulation (EU) 2016/679 or the UK Data Protection Act of 2018; or (xiii) otherwise engaging in (or cause others to engage in) any practice in connection with your use of the Service or Site(s) that could reasonably be considered to be unlawful, fraudulent, deceptive, unethical, misleading, or harmful.

Privacy Policy

We will only use your personal data as described in our Privacy Policy. You acknowledge that you have read and understand our Privacy Policy, which describes how we collect, use and disclose personal information through the Services and Site(s). The policy is available at https://www.chronomics.com/privacy-policy/. You agree that we and our representatives and contractors may collect, process, and/or use information and data that may be necessary for your use and/or access to the Services and Site(s). Our Cookie Policy is available at https://www.chronomics.com/cookie-policy/. Both policies are incorporated by reference into this Agreement.

Payments

You are responsible for all charges and applicable fees for the Test Kits and Services that are associated with your order. You are responsible to pay any applicable taxes or VAT or like changes based on applicable laws and regulations applicable to you. Prices are subject to change without notice. We accept only the payment types as indicated on our Site(s) which we may update from time to time.

Refunds

Disputes & Refunds. Any dispute regarding charges/fees for our Services or products must be submitted to https://help.chronomics.com/contact-us or [email protected]. Refunds are limited to the amount you paid for the applicable Service or Test Kit(s). If we determine that Service charges/fees were incorrectly charged, we will issue a credit or refund equal to the incorrect amount. If we determine the Test Kit you received should or can be replaced, we will provide a replacement Test Kit. Unless otherwise required by law, we have no obligation to refund by any means other than a credit for future use or replacement Test Kit. To the fullest extent permitted by law, you waive all claims relating to Service charges/fees unless claimed within 60 days after charged (this does not affect your rights with your credit card issuer or any rights you may have by law). Nothing in this Agreement obligates us to extend credit to you or any party.

Intellectual Property

As between you and us, we are the owner of all intellectual property rights in the Services and Site(s) and any modifications thereof, including all trademarks and/or service marks of Chronomics Limited. The content and design of the Site(s) are protected by U.S. and international copyright laws. You acknowledge that you have no right, title, interest in and to the Site(s) and Service and its related intellectual property; and (unless prohibited by law) you agree not to challenge the validity of our ownership of or rights to the Services, Site(s) and our intellectual property. You shall not reproduce, republish, distribute, make, sell, offer for sale, modify or use in any manner inconsistent with this Agreement, or otherwise exploit any content of the Services, Site(s) or our intellectual property in any way without our prior express written consent, which may be withheld for any or no reason.

Permission to Use. Subject to your compliance with this Agreement, Chronomics grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Site(s) and the Services, solely your use of the Services (including accessing your results). This licence does not transfer any title to you in the Site(s) or Services.

Revocation/Suspension If Chronomics believes, in its sole discretion, that you have violated or attempted to violate any term, condition or the spirit of the Agreement, the licences and Services granted under this Agreement may be temporarily or permanently suspended or revoked without notice to you.

No Implied Licences. Except as expressly provided herein, nothing in this Agreement will confer upon you any right, title, or interest in any Chronomics’ intellectual property (including all patent, trademark, service mark, copyright, brand, database, know-how, trade secret and other proprietary rights) or and confidential information.

Reservation of Rights. Chronomics reserves all rights not expressly granted to you. As between you and Chronomics, Chronomics (and its applicable licensors) retains all intellectual property rights in and to the Site(s) and Services, as well as any derivative works in connection with the foregoing.

Disclaimers and Limitation of Liability

AS-IS. THE SERVICES, SITE(S) AND ALL MATERIALS, TEST KITS, RESULTS, INFORMATION, SOFTWARE, PRODUCTS, AND TOOLS (COLLECTIVELY, FOR THE PURPOSES OF THIS SECTION, “SERVICES”) THAT ARE INCLUDED IN OR MADE AVAILABLE THROUGH THE SITE(S) ARE PROVIDED AS-IS AND WITHOUT ANY WARRANTY, REPRESENTATIONS, ASSURANCES, OR GUARANTEES OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOUR USE OF THE SITE(S) IS AT YOUR OWN RISK. ACCESS TO THE SITE(S) AND THE SERVICES MAY BE INTERRUPTED AND THE SITE(S) OR THE SERVICES AVAILABLE THROUGH THE SITE(S) MAY NOT BE ERROR-FREE. NEITHER CHRONOMICS, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE(S) OR THE SERVICES WARRANTS THAT THE SITE(S) OR THE SERVICES ARE ACCURATE, RELIABLE, COMPLETE, USEFUL, OR CORRECT; THAT THE SITE(S) OR THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE(S) IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

DISCLAIMER OF DAMAGES. THE TOTAL LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE REPLACEMENT COST OF THE TEST KITS PURCHASED BY YOU. UNDER NO CIRCUMSTANCES SHALL CHRONOMICS, ITS AFFILIATES, ITS OR THEIR SUPPLIERS, CONTRACTORS OR REPRESENTATIVES OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE(S) OR THE SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY, ILLNESS OR DEATH OR LOSS, LIABILITY OR DAMAGE OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR INABILITY TO USE, THE SITE(S) OR THE SERVICES. IN NO EVENT SHALL WE BE LIABLE FOR LOSS OF ENJOYMENT, DISTRESS (INCLUDING MENTAL DISTRESS), INCONVENIENCE, TRAVEL DELAYS OR THE LIKE. THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES TO THE EXTENT INDICATED ABOVE, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SERVICES AND SITE(S) WOULD NOT BE MADE AVAILABLE TO YOU ABSENT SUCH LIMITATIONS.

Miscellaneous

Changes to this Agreement

From time to time, we may supplement, amend, or otherwise change this Agreement. Any changes to the Agreement will be effective immediately upon your access to our Site(s). By continuing to use or access our Site(s) or Services, you agree to comply with, and be bound by, the modified Agreement. Should you not agree to these changes, you may terminate your account and you should not access or use the Site(s) or Services.

No Partnership, Agency. Nothing in this Agreement establishes or shall be deemed to establish a principal-agent relationship, employee-employer relationship, a representative or joint partnership between the Parties, and neither Party shall enter into any contract or commitment on behalf of the other Party.

Assignment. We may transfer, assign or novate its rights and obligations to any third party at any time without prior notice to you or your consent. However you may not transfer, assign or novate your rights or obligations under this Agreement without our prior written consent.

Severability. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

Entire Agreement. This Agreement comprises the entire understanding between us in respect of the subject matter thereof and supersedes all prior agreements or understandings relating to the same subject matter.

Governing Law. For individuals residing in the UK or EU, this Agreement is governed by the Laws of England and Wales. For individuals in the USA or any other jurisdiction (except UK and EU), this Agreement shall be governed by and construed in accordance with New York law, excluding its conflicts of laws principles. The Uniform Computer Information Transactions Act does not apply to this Agreement.

Arbitration and Class Action Waiver

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH CHRONOMICS AND/OR ITS AFFILIATES ARISING IN CONNECTION WITH THIS AGREEMENT AND THE SITE(S) AND SERVICES, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

If you are subject to governing laws of New York under this Agreement (as set out above), then except as prohibited by applicable law, you and Chronomics agree that any dispute arising out of or relating in any way to this agreement or the site(s) or services shall be finally decided by binding arbitration under the consumer arbitration rules of the American Arbitration Association. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be New York, NY USA. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of New York, USA. You agree that, by agreeing to this agreement, the United States federal arbitration act governs the interpretation and enforcement of this provision, and that you and Chronomics are each waiving the right to participate in a class action.

If you are subject to governing laws of England and Wales under this Agreement (as set out above) then any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA rules, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.

The arbitration provisions of this section shall survive termination of this agreement and the termination of your use of the site(s) or services. Regardless of the forum, you and Chronomics agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, the arbitrator may not join or consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding. If this specific provision is found to be unenforceable, then the entirety of the arbitration provisions shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Termination

This Agreement is effective unless and until terminated by either you or us. You may terminate this Agreement by Contacting Us or by stopping using our Sites and Services. TCP may terminate these Terms at any time immediately and without notice, and accordingly deny you access to the Websites, for any reason in its sole discretion; however, the provisions in these Terms that relate to intellectual property, indemnification, disclaimer, limitation of liability, and choice of law shall survive any termination of these Terms.

Contact Us

You may contact us through our webform at https://help.chronomics.com/contact-us

By email to [email protected]

By postal mail to our UK Office:

Chronomics Limited

ATTN: Customer Service

Bizspace Wimbledon, 8 Lombard Road

London, SW19 3TZ

United Kingdom

By postal mail to our US Office:

Chronomics, Inc.