Terms of Service

Effective Date: June 3, 2016

Optimizing your wellness is a very personal journey.  You are unique—with a unique genetic make-up.  In addition you have a unique set of goals, environment, challenges, and dreams.  We are committed to helping you map your wellness potential.  To accomplish this, we start by getting to know you at the deepest level based on information from three sources of wellness: 1) your sequenced genetic variants associated with diet and wellness; 2) biological markers from your clinical laboratory tests conducted on blood and saliva samples; and 3) data on the quality and quantity of sleep and exercise, as reported in lifestyle surveys, health assessments, and data from a device that tracks exercise and sleep.   We do this so that our coaches can deliver more personalized recommendations to optimize your wellness.  This only works if we establish a solid foundation of trust with you.  Below are our Terms of Service.  Please read them as they govern the performance of our Services (as further described below).  We tried to write them without a lot of legalese, but you’re also welcome to email us at tos@arivale.com if you have any questions or concerns before signing up.

Acceptance of These Terms (“Generally, What You’re Agreeing To”)

This is a legal agreement between you (“you”) and Arivale, Inc. (“Arivale” or “us”).  You should read the following terms and conditions carefully as they outline our obligations to each other, describe the Services Arivale provides, the manner by which we will provide them, and outline the requirements for users of Arivale’s Services.  In order to use our Services (as we describe in further detail in the section titled “Description of Our Services” below), you must first agree to these Terms of Service (referenced herein as the “Terms”).  Your use of the Services also indicates you agree to these Terms and have read our Privacy Policy.  When you click “Accept” to these Terms, you are entering into an Agreement (a contract) with Arivale that is legally binding on both you and Arivale.  If you do not agree to these Terms, please click “Reject” and immediately discontinue use of the Services.

Some Services may be provided under additional (and separate) legal terms.  If that is the case, when you first participate in or use those Services, you will be provided an opportunity to review and agree to the terms that govern those Services.  If there is a conflict between these Terms and the specific terms of service for a particular Service, the specific, applicable terms will apply.

By agreeing to these Terms, you also understand and agree that the Services that we provide may change from time to time. You may stop using the Services at any time.  You do not need to specifically inform us when you stop using the Services unless you are requesting closure of your account as outlined in the “Termination of Services” section below.

Description of our Services (“What we Do”)

The Services include access to the website located at https://wellness.arivale.com (the “Site”), and personal wellness services.  Personal wellness services, include, for example, the collection and analysis of health, lifestyle and activity information from Arivale’s health assessment questionnaire and the wearing of a device that tracks exercise and sleep ; clinical laboratory tests results for biological markers in your blood, saliva, and stool ordered and reviewed by an independent external consulting physician; a specific set of pre-selected genetic wellness markers from clinical laboratory blood tests ordered by and reported to an independent external physician; and coaching services, which may include recommendations for changes in diet, lifestyle, and behavior where such lifestyle choices may reduce the risk or impact of certain well-understood chronic diseases or conditions or help you optimize your wellness (collectively, the “Services” or individually a “Service”) These Terms provide you with a limited, non-exclusive, non-transferable, and non-sublicenseable license to use the Site and the Services solely for your personal use .

Prerequisites (“Things You’re Required to Be or to Not Be”)

You must be at least 18 years old, or the legal age of majority whichever is greater, to use the Services.  When you register for an account you must (i) provide accurate and complete information, and (ii) update such information from time to time as necessary to keep your registration information current and accurate.  By establishing an account, you represent and warrant that you have the right to, and are authorized to, provide the information you provide when you register for the account. You are responsible for maintaining the confidentiality of your account information and password and for restricting access to such information and to your computer.  All activities that occur under your account or password will be your responsibility.

You may not sign up to use our Services if you are pregnant.  If you become pregnant while using our Services, you must inform us and we will discuss suspending your use of the Service and then turning it back on after your pregnancy is completed.  This is because the Services are not designed to address wellness for you while you are pregnant.

Risks and Considerations Regarding our Services (“Things You Should Think Seriously About Before Signing Up”)

You may learn things about yourself that you did not expect.  This information has the potential to alter your life.  This may not be welcome and may lead to strong emotions.  You may discover things about yourself that trouble you.  You may also learn things about yourself that may require significant effort to control or change.

Once you obtain the results of our analyses, the knowledge cannot be taken back.  You should not assume that any information we provide to you will be welcome or positive.  You should also understand that, as research advances, in order for you to further evaluate the laboratory test results we provide you, including the genetic information, you may need to obtain further services from us or from your physician or other health care provider.

We are unable to return any biomaterials to you once you have submitted them to our Services.

Your biomaterials may be problematic – For example, our third party clinical laboratories may get an insufficient sample that prevents processing your biomaterials for results or such third party clinical laboratories may make a mistake.  A small, unknown percentage of biomaterials collected and processed may be un-interpretable or interpreted incorrectly.  You are not entitled to refunds when these errors occur.  We reserve the option of re-obtaining biomaterials and/or re-processing your data again if it is reasonably possible for us and for you.

You should not rely only on our recommendations for decisions regarding your health care choices or medical care. We do not diagnose disease, or make recommendations to program participants for any disease or condition beyond those generally accepted as well-established within the scope of wellness. (e.g., cardiovascular health and diabetes risk).  We do not report genetic variants known or associated with the diagnosis of diseases or conditions beyond the scope of wellness.  We do not report genetic variants associated with an increased risk of diseases or conditions beyond the scope of wellness, such as the BRCA gene mutation or other genetic variants associated with the risk of cancer.  Your health is important and you should consult the appropriate parties available through health care provider(s) to help you with your health care and advise you on making the right choices based on your specific situation.  You should discuss changes we may recommend with a physician or other health care provider before you act upon the analyses and consultation from our Services.  Use of our Services is not a substitute for medical care.  You will be referred to external medical professionals for medical questions, the diagnosis of diseases or conditions, and/or medical treatment.  The Services are limited to providing ongoing personal and clinically-based support to help optimize your wellness.

There are many factors that determine your health—some of them are known, some are not (like unknown genes, or environmental factors and lifestyle choices of which we don’t yet understand the impact).

It’s important that you understand that certain types of data we may share with you, like the genetic markers and biological markers identified from your laboratory tests, only refer to potential risk or may only suggest potential benefit from wellness related recommendations even though the recommendations are based on scientific studies.

There are millions of genetic markers or “variants.”  Scientists study certain genetic variants and the degree to which they are associated with particular physiological characteristics (such as a reduced capacity to absorb Vitamin B12).  Such an association or “correlation” does not necessarily mean the relationship is absolutely established but rather that there is evidence to suggest a link between the genetic marker and such physiological characteristics.

Arivale reports on a specific set of pre-selected genetic markers reported to an external physician from clinical laboratory blood tests ordered by the external physician.  We report certain, specific, genetic variants associated with widely understood wellness characteristics for which there are also established biological markers with the potential to be favorably impacted by lifestyle changes (e.g., changes in diet and exercise).  In deciding which genetic variants and wellness associations to report, Arivale looks to correlations that have been studied in large populations and documented in published scientific literature.  For most of the associations we report, there is a significant, though not always conclusive, body of clinical evidence suggesting a beneficial impact on wellness biomarkers (e.g., cholesterol levels) from dietary or lifestyle interventions

Arivale’s clinical team bases its wellness coaching recommendations on biological markers detected in blood and saliva tests and a specific set of pre-selected genetic wellness markers ordered by an external physician from clinical laboratories after those reports are reviewed by an external physician. Our clinical team focus on those markers with established scientific clinical significance and, in some cases, biological markers for which there is substantial, though not yet conclusive, scientific evidence to suggest those markers may be sufficiently affected by certain diet and lifestyle changes such that they can indicate a positive impact on your efforts to optimize your wellness.

Your clinical laboratory results are ordered by and reported to third party physicians.  Arivale relies on contracted physicians who have agreed to exercise their independent professional judgment as well as other clinicians familiar with these types of data to order and provide an initial review of your clinical laboratory results.  By submitting biomaterials for lab testing, you acknowledge and agree to allow our contracted physicians to access the information you provide to Arivale, including any information you submit to us during our application process, your test results, and any initial reviews prepared by the physician on your behalf.  Please note that we are NOT testing for any sexually transmitted diseases (STD’s), Tuberculosis (TB), or HIV.

You should be careful with your genetic information and when to share it.  The Genetic Information Nondiscrimination Act (GINA) was signed into law in the United States in 2008.  While this law protects against discrimination by employers and health insurance companies for employment and coverage issues, its exact coverage, and the extent of its protections, has not been clearly established.  Further, GINA does not cover life, long-term care, or disability insurance providers.  Currently, very few businesses or insurance companies request genetic information, but this could change in the future.

Some, but not all states and other jurisdictions also have laws that protect individuals with regard to their genetic information.  You may want to consult a lawyer to understand the extent of legal protection of your information before you share it with anyone.

Furthermore, genetic information that you choose to share with your physician or other health care provider may become part of your medical record and through that route be accessible to other health care providers and/or insurance companies in the future.  Genetic information that you share with family, friends, or employers may be used against your interests.  Even if you share genetic information that has no meaning or limited meaning today, that information could have greater meaning in the future as new discoveries are made.

In addition to GINA, the Health Insurance Portability and Accountability Act (HIPAA), along with other laws and regulations designed to implement HIPAA, governs the use and disclosure of Protected Health Information (as defined under HIPAA) for certain types of entities.  In certain circumstances, we are subject to HIPAA as a “Covered Entity,” such as when we offer our Services through your employer or directly to you.  Please refer to our Notice of Privacy Practices for more information on our policies regarding the use and disclosure of Protected Health Information when we are acting as a Covered Entity.  In other circumstances, such as when we provide our Services to you through an arrangement with your health plan (collectively, your “plan”), we may be subject to HIPAA as a “Business Associate” to your plan, which maintains its own Notice of Privacy Practices.

User Content (“What We Can and Can’t Do with Your Content”)

Arivale does not claim ownership of any content that you personally create or submit as part of the Services, including without limitation photos, any comments in forums, status updates posted to your profile page, or other information that you submit (collectively, “User Content”).  However, by submitting, posting, or displaying your personal content, you give Arivale, its affiliated companies, certain vendors, sub licensees and successors a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works of your User Content.

You understand that Arivale, in performing the required technical steps to provide the Services to our users, may (i) transmit or distribute User Content over various public networks and in various media; and (ii) make such changes to User Content as are necessary to conform and adapt the User Content to the technical requirements of connecting networks, devices, services, or media.  You acknowledge and agree that this license will permit Arivale to take these actions.

You represent and warrant to Arivale that you own or otherwise control any rights in and to your User Content and any and all elements thereof; that you have all the rights, power, and authority necessary to grant the above license and that your User Content will not infringe or violate the rights of any third parties, including, but not limited to, copyrights, trademarks, rights of publicity/privacy, patent, trade secret or confidentiality.

Any questions, comments, suggestions, reviews, or other information about our products or services submitted to us through the Site or otherwise (“Feedback”) will be deemed non-confidential and non-proprietary.  We will be free to use, reproduce, disclose and distribute such Feedback in any manner without limitation.

You understand that we do not control, and are not responsible for Feedback made available through the Site and that by using the Site, you may be exposed to Feedback that is offensive, indecent, inaccurate, misleading, or otherwise objectionable.  We expressly disclaim any liability for such Feedback.  In that regard, you agree that you must evaluate, and bear all risks associated with, the use of any Feedback, that you may not rely on said Feedback, and that under no circumstances will we be liable in any way for any Feedback or for any loss or damage of any kind incurred as a result of your use of any Feedback posted, emailed or otherwise made available on the Site.  You acknowledge that we have the right (but not the obligation) in our sole discretion to refuse, delete or move any Feedback on the Site for any reason.

Your interactions with organizations, events and/or individuals found on or through the Site are solely between you and such organizations and/or individuals.  We expressly disclaim any liability for such organizations, events or individuals.

Service Fees (“What You Pay Us”)

By registering for an account with us, you will receive rights and privileges that are personal and non-transferable.  All sales and payments of fees (if any) will be in US Dollars.  We charge fees based on our sales agreement with you, whether that agreement is separately signed, or part of an online check-out process.  We reserve the right to change prices for the Services at any time, but any such change will only apply to you when your then-current enrollment term is renewed.  We do not provide price protection or refunds in the event of promotions or price decreases.  You agree to pay all applicable fees related to your use of the Services when due, as described on the Site.  You are responsible for paying any and all applicable sales and use taxes for the purchase of the Services.  We may suspend or terminate your account and/or access to our Services if your payment is late and/or your offered payment method (e.g., credit card or PayPal account) cannot be processed.

We understand that you might cancel your account, but please know that we cannot provide any refund(s) for prepaid enrollments.  You will be responsible for paying any balance due on the account when you cancel.  You agree that we may charge any unpaid fees to you through the payment method you provided during registration, and/or we may send you a bill for such unpaid fees.

Links to Third Party Sites

We think links are convenient, and we sometimes provide links on this Site to third-party websites. If you use these links, you will leave our Site. We do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them).  Thus, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them.  If you decide to access any of the third-party websites linked to from the Site, you do so entirely at your own risk.  Certain areas of the Site may allow you to interact and/or conduct transactions with one or more third-party websites, and, if applicable, allow you to configure your privacy settings in that third-party website account to permit your activities on the Site to be shared with your contacts in your third-party site account.  If you change your privacy settings or share information on the Site and/or third-party sites, we will not be responsible for any results, intended or unintended.

Unauthorized Activities (“Things You Can’t Do”)

We authorize your use of the Site only for the purposes set forth in these Terms. When using the Site, you agree to abide by common standards of etiquette and to act in accordance with law.  You may not modify or change the Site, our communications to you, or our Materials.

You may not use the Site or any platform belonging to Arivale (e.g., Arivale social media sites) to upload, post, email, or transmit any material that is derogatory, defamatory, obscene, or offensive, such as slurs, epithets, or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status.

You may not impersonate any person or entity, including, but not limited to, anyone affiliated with Arivale or falsely represent or state your affiliation with another person or entity.  You may not “stalk” or otherwise harass other users of the Site or any employee or anyone else affiliated with the Service or the Site.

You may not use any software (manual or automated) to access, “scrape”, “crawl” or “spider” Arivale’s Site or any of its other communications platforms, online social media sites, online materials, or blogs.

You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense or commercially exploit the Site or the Services.  You may not reverse engineer, decompile, disassemble, translate, mirror, or create derivative works of our Site or disrupt its normal functionality or intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law.

Intellectual Property (“Where Things Get Very Legal”)

The contents of the Site and Services, including all software, design, text, graphics, images, photographs, illustrations, audio and video material, artwork, databases, user interfaces, visual interfaces, sounds, artwork, computer code (including html code), products, information, and documentation, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the Site and Services (collectively, “Material”) unless otherwise indicated, are owned, controlled, and/or licensed by Arivale or its licensors.  Any rights granted herein are expressly licensed.  Arivale does not grant any implied right to you or any other person and does not transfer or assign any ownership or intellectual property interest or title in or to the Site or the Services (or any part thereof) to you or anyone else.  Accordingly, your unauthorized use of the Site or Services (including any Material) may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes.  The Site, Services and Material are Copyright © 2015-2016.  Arivale, Inc. and/or its licensors.  You must not alter, delete or conceal any copyright or other notices contained on the Site, Services or Material, including notices on any audio/visual material you access, download, transmit, display, print or reproduce from the Site or Services.  You may not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Material without the express prior written consent of Arivale or its owner if Arivale is not the owner.  “Arivale” and all other names, logos, and icons identifying Arivale and its products and services are proprietary trademarks that belong to us.  Other trademarks, names and logos on the Site are the property of their respective owners.  All rights not expressly granted herein are reserved.  Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, publication or other commercial use of any copyrighted material is strictly prohibited without our express written consent or the express written consent of the copyright owner or licensor.

Pursuant to Title 17 of the United States Code, § 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims. If you believe a user of the Site is infringing your copyright or other intellectual property right, please provide written notice to our Agent for notice of claims of infringement as follows:

Arivale Inc.
Attn: DMCA Agent
616 First Avenue
Suite 700
Seattle, WA 98104
Email: legal@arivale.com

To be sure the matter is handled promptly, your written notice must:

  • Contain your physical or electronic signature;
  • Identify the copyrighted work or other intellectual property alleged to have been infringed;
  • Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
  • Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
  • Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
  • Contain a statement that the information in the written notice is accurate; and
  • Contain statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.

Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.  Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Disclaimer of Warranties (“Where Things Get Especially Legal because It’s All Caps”)

NO MEDICAL ADVICE.  YOU SHOULD NOT RELY ONLY ON OUR RECOMMENDATIONS FOR DECISIONS ABOUT YOUR HEALTH CARE CHOICES. WE DO NOT DIAGNOSE OR TREAT DISEASES.  WE DO NOT MAKE RECOMMENDATIONS FOR ANY CONDITION BEYOND THOSE GENERALLY ESTABLISHED AS WITHIN THE SCOPE OF WELLNESS.  THE GOAL OF OUR SERVICES IS TO PROVIDE ONGOING PERSONAL AND CLINICALLY BASED SUPPORT TO HELP OPTIMIZE YOUR WELLNESS.

IF ARIVALE PROVIDES YOU WITH ANY RECOMMENDATIONS BASED ON YOUR BIOLOGICAL AND/OR GENETIC MARKERS AND SELF-REPORTED INFORMATION, SCIENTIFIC LITERATURE, OR RESEARCH, THIS INFORMATION IS INTENDED TO ADDRESS ONLY WELLNESS CHARACTERISTICS AND IS THEREFORE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD BE DISCUSSED WITH YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER.  THE SERVICES ARE NOT INTENDED TO BE USED BY YOU FOR ANY DIAGNOSTIC PURPOSE AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE.  YOU SHOULD ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER HEALTH CARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING DIAGNOSIS, CURE, TREATMENT, MITIGATION, OR PREVENTION OF ANY DISEASE OR OTHER MEDICAL CONDITION OR IMPAIRMENT OR THE STATUS OF YOUR HEALTH.  ARIVALE DOES NOT ENDORSE, WARRANT OR GUARANTEE THE EFFECTIVENESS OF ANY SPECIFIC COURSE OF ACTION, RESOURCES, TESTS, PHYSICIAN OR OTHER HEALTH CARE PROVIDERS, DRUGS, BIOLOGICS, MEDICAL DEVICES OR OTHER PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE SITE.  GENETIC INFORMATION IS ONLY A PART OF ANY INDIVIDUAL’S STATE OF BEING, THEREFORE, ONLY A TRAINED PHYSICIAN OR OTHER HEALTH CARE PROVIDER CAN ASSESS YOUR CURRENT STATE OF HEALTH OR DISEASE, TAKING INTO ACCOUNT MANY FACTORS, INCLUDING IN SOME CASES, YOUR GENETICS.  RELIANCE ON ANY INFORMATION PROVIDED BY ARIVALE, ARIVALE’S EMPLOYEES, COACHES, OR OTHERS APPEARING ON THE SITE, IS SOLELY AT YOUR OWN RISK.

THE SITE, SERVICES AND MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.”  ARIVALE DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SITE, SERVICES OR MATERIALS IN TERMS OF AVAILABILITY, ACCURACY, RELIABILITY, CURRENTNESS, COMPLETENESS, FUNCTIONALITY, INTENDED PURPOSE, OR OTHERWISE.  ARIVALE ALSO DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES, OR MATERIALS WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS.  THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE IS WITH YOU.

WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SITE, COACH RECOMMENDATIONS, ANY ELECTRONIC COMMUNICATIONS, SOCIAL MEDIA PROPERTIES AND ANY MATERIALS OR OTHER COMMUNICATIONS OF ANY KINDS, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

Limitation of Liability

You acknowledge and agree that we will not be liable or responsible for any claim, damage, or loss resulting from a cause beyond Arivale’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. YOU AGREE THAT IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOW EVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. WITHOUT LIMITATION OF THE FOREGOING, THE TOTAL LIABILITY OF ARIVALE FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SITE, RESULTS FROM THE USE OF THE SITE AND SERVICES, OR FOR ANY CLAIMS RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO ARIVALE FOR SUCH SERVICES.

You also release, waive, discharge and promise not to sue or bring any claim of any type against us for any loss, damage or injury relating in any way to the Services or any part thereof. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION, YOU WAIVE ANY COMPARABLE STATUTE OR DOCTRINE.

Indemnification

You agree to indemnify, defend, and hold us and our officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) that we may incur in relation to, arising from, (i) your breach of these Terms or of any representation or warranty made by you in these Terms; (ii) your use of this Site or the use of this Site by any person using your user name and/or password and (iii) your User Content.  You further and specifically agree to hire attorneys to defend us if you violate these Terms and that violation results in a problem for us.  However, without altering your obligations under this paragraph, we have the right, but not the obligation, to select the attorneys who represent us and to assume the exclusive defense and control of any matter subject to indemnification by you to participate through counsel in any defense of any claim and to approve any settlement.  You agree to cooperate in any defense under this provision and that you may not settle any claim without our prior written consent.

Changes to the Terms of Service

Arivale may make changes to these Terms from time to time.  When these changes are made, Arivale will make a new copy of the revised Terms available on its website or otherwise available to you by notice or from within, or through, the affected Services.

You acknowledge and agree that if you use the Services after the date on which these Terms have changed, Arivale will treat your use as acceptance of the updated Terms.

Dispute Resolution and Arbitration; Class Action Waiver

Please Read This Provision Carefully. It Affects Your Legal Rights.

Dispute Resolution In General

This provision is to facilitate the prompt resolution of any and all disputes between us, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence, and/or any other legal or equitable theory, and including the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below) and all disputes that arose before these Terms became effective and those that arise during and after termination or expiration of these Terms (“Disputes”).  That is, the term “Disputes” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors).

BY ACCEPTING THESE TERMS, YOU ARE AGREEING THAT ALL DISPUTES WILL BE SUBMITTED TO BINDING ARBITRATION IN LIEU OF LITIGATION IN ANY COURT.  Specifically, all Disputes will be resolved by binding arbitration, in accordance with the expedited procedures applicable to commercial arbitrations of the Judicial Arbitration and Mediation Service (“JAMS”) in effect at the time of the Dispute, provided, however, that the provisions of these Arbitration Rules shall supplement the JAMS Rules and control in the event of a conflict.  TO BE CLEAR, ACCEPTANCE OF THESE TERMS CONSTITUTES A WAIVER OF YOUR RIGHTS TO BE HEARD BY A JUDGE OR JURY.

In interpreting and applying the provisions of this provision and these Terms, the arbitration administrator(s), the Arbitrator, and any court of competent jurisdiction shall be guided by, and endeavor to support, these Terms and to further our intent and yours, as expressed by your acceptance of them, to engage in as streamlined an approach to dispute resolution as possible, tailored to the specific nature of the Dispute between us.  This includes recommending that a JAMS mediator be used in lieu of arbitration, if in the opinion of the neutral involved mediation would more effectively resolve the dispute.  In the event that arbitration proceeds to discovery, and unless a party presents a compelling reason to extend discovery parameters, we agree to limit discovery to: (i) document production regarding communications and interaction of the two parties and any third party medical providers that you have consulted with regarding Arivale’s recommendations; and (ii) a maximum of two depositions per party.  An unlimited number of interrogatories may be presented, but such interrogatories must be tailored to isolate facts and documents relevant to the dispute.

Exclusions from Arbitration/Right to Opt Out

Notwithstanding the above, you or we may choose to pursue a Dispute in court and not by arbitration if: (a) The dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”).  You may opt-out of this Provision by emailing us at legal@arivale.com with the following information:  (1) Your name; (2) your address; (3) a clear statement that you do not wish to resolve disputes with us through arbitration.  Your decision to opt-out of this provision will have no adverse effect on your relationship with us.  But, we do have to enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.

Class Action Waiver

Except as otherwise provided in this provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and we specifically agree to do so following initiation of the arbitration.  Further, as a condition of receiving the Services, you agree that to the maximum extent permitted by the laws of the State of Washington you will not be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding against us and will otherwise abide by these Terms.

Termination of Services

We value our relationship with you. If we believe that you are not complying with these Terms, we will notify you and may provide you with recommended corrective action(s).  However, we may, at our sole discretion, terminate your access to the Services, your account, and/or this agreement for any reason, and/or for any and all violations of these Terms, without providing prior notice to you.

We may also terminate Services to you in the event that we are required to do by law or by a change in federal, state, or local regulations or if Arivale determines, in its opinion, that the ongoing provision of Services is no longer commercially feasible.

If you want to terminate your Agreement with Arivale, you may do so by notifying Arivale at any time in writing, which will entail closing your accounts for all of the Services that you use.  Your notice should be sent, in writing, online to tos@arivale.com.  If you provide notice online, we will send you an email asking you to confirm your request, and your notice will be effective following receipt of a second email confirmation from you.  Please note that Arivale is not able to return any biomaterials once you have submitted them to Arivale’s third party vendors, including upon termination for any reason.  The proprietary rights, disclaimer of warranties indemnities, limitations on liability and general provisions of these Terms shall survive any termination of these Terms.

General Terms

These Terms have been made in and will be construed and enforced solely in accordance with the laws of the state of Washington, without regard to any choice or conflicts of law provisions.  Except as specifically set forth herein, any disputes relating to these Terms or the Site will be heard in the courts located in King County, Washington.  Any claim you might have against Arivale must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to these Terms and is hereby disclaimed. A printed version of these Terms and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent as other documents and records originally generated and maintained in printed form.  Please contact Arivale if you wish to receive a printed copy of these Terms.

The relationship between you and Arivale is and shall be that of independent contractors and nothing in these Terms shall be construed or used to create or imply any relationship of partners, joint venturers, or employer and employee.

You may not assign or otherwise transfer these Terms or the license granted hereunder or delegate any of your duties specified herein, in whole or in part, without Arivale’s prior written consent.  Any attempt of assignment, delegation, or transfer in violation of these Terms shall be void, of no effect, and a material breach of these Terms.  Notwithstanding the foregoing, Arivale may assign these Terms in whole or in part.  Moreover, Arivale may delegate its rights and responsibilities or use contractors or agents to fulfill its obligations under these Terms.

If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted in accordance with law, and no other terms will be modified.  In the event any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, you agree that unless it materially affects the entire intent and purpose of these Terms, the invalidity, voidness, or unenforceability shall affect neither the validity of these Terms nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.  If we choose not to enforce any of these Terms, we are not waiving our rights.

These Terms and Arivale’s Privacy Policy, which is hereby incorporated by reference as if set forth fully herein, constitute the entire agreement between you and us and, therefore, supersede all prior or contemporaneous negotiations, discussions, representations, or agreements between you and us about the Site and Services.

Contact Us

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at tos@arivale.com