TERMS AND CONDITIONS OF SALE

1. YOUR RIGHTS AND OBLIGATIONS

THIS DOCUMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH EVAGENOMICS LLC, AND/OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these “Terms”) apply to the purchase and sale of direct-to-consumer genetic testing kits and any other goods or products sold (the “Goods”) through www.evagenomics.com (the “Site”), and the related genetic testing and analysis services coordinated by the Company (the “Services”). The Company partners with certain third-party service providers to deliver the Services, including: (i) a laboratory partner that manufactures and supplies the collection kits and performs DNA sequencing and laboratory analysis (the “Laboratory Partner”); (ii) a clinical services partner that receives laboratory results and, upon your request and approval, provides genetic testing reports to you (the “Clinical Partner”); and (iii) an analytics platform partner that performs computational analysis on de-identified raw genetic data (the “Analytics Partner” and, together with the Laboratory Partner and Clinical Partner, the “Service Providers”). These Terms are subject to change by EvaGenomics LLC (referred to as “Company,” “us,” “we,” or “our” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes[A1] . You should review these Terms before purchasing any product or services that are available through this Site.

These Terms are an integral part of the Site Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy, before placing an order for products or services through this Site.

2. ORDER ACCEPTANCE AND CANCELLATION

You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us, or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between the Company and you will not take place unless and until you have received your order confirmation email.

3. PRICES AND PAYMENT TERMS

All prices posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your Goods total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept Visa, Mastercard, American Express, Discover, Apple Pay, Link, Amazon Pay, Klarna, and bank account payments for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

4. SAMPLE SUBMISSION, AUTHORIZATION, INFORMED CONSENT

By submitting a DNA sample for testing, you represent and warrant that: (i) the sample you provide is either your own or the sample of a minor child for whom you are a parent or legal guardian, or the sample of a person for whom you are a legally authorized representative; (ii) you have obtained any necessary consent from the individual whose sample you are submitting; (iii) you will follow all sample collection instructions provided with the testing kit; and (iv) you will return your sample before the expiration date indicated on the testing kit. You acknowledge that the testing kit is manufactured and supplied by a third party and that the third party will perform the DNA sequencing and laboratory analysis of your sample.

You agree that by providing a biological sample and related health or symptom information, you authorize the Company and its contracted Service Providers, including ordering and telehealth providers, clinical laboratories, sequencing providers, bioinformatics and variant interpretation platform providers, genetic counselors or other authorized clinical reviewers, report-generation providers, secure data-hosting providers, and shipping or logistics providers, as applicable, to: (i) receive and process your sample; (ii) extract DNA from the sample; (iii) perform the genetic testing you ordered using the testing methods described to you; (iv) sequence, transfer, store, and process your genetic data; (v) perform bioinformatics analysis, including variant annotation, filtering, prioritization, interpretation support, and authorized reanalysis; (vi) transmit laboratory data and analysis results for physician review, clinical review, report generation, and delivery of the Services; (vii) disclose your results to you and to individuals or healthcare professionals you authorize; and (viii) use your biological sample and genetic information as otherwise described in these Terms and our Privacy Policy, including for research only where you have provided any separate consent required by applicable law. You acknowledge that once submitted, your biological sample and any extracted DNA cannot be returned to you, although you may request destruction of any remaining sample as described in these Terms and our Privacy Policy.

By choosing to purchase and use our services, you acknowledge and agree that: (i) genetic testing may reveal unexpected or sensitive information about your ancestry, biological relationships, or health predispositions; (ii) such information may have significant emotional, psychological, or familial implications for you and your relatives; (iii) once genetic information is disclosed to you, it cannot be "unlearned"; and (iv) you are voluntarily choosing to receive your genetic information with full understanding of these implications.

5. SHIPMENTS; DELIVERY; TITLE AND RISK OF LOSS[A2] 

We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process.

Title and risk of loss pass to you upon our transfer of the products to the carrier for delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. Please return your DNA sample as soon as possible, and in any event before the expiration date on the collection kit. Your failure to timely provide a sample may result in the expiration of the testing kit or any of its components, and you may be required to purchase a replacement kit.

6. RETURNS, REFUNDS, AND FAILED SAMPLE PROCESSING[A3] [A4] 

Due to the nature of our genetic testing kits and the biological samples involved, all sales are final and we do not accept returns of opened or used products. Unopened and unused genetic testing kits purchased directly from the Company may be returned within thirty (30) days of the original purchase date for a full refund of the purchase price, less any shipping and handling charges. Once our laboratory has received your sample, no refunds will be provided. To initiate a return, please contact our Customer Service Department at support@evagenomics.com. Refunds will be processed within 15 business days of our receipt of the returned product in its original, unopened condition.

On rare occasions, our Laboratory Partner may be unable to process your sample due to sample quality issues, contamination, insufficient sample quantity, or technical errors in the laboratory. If the initial processing of your sample fails, we will reprocess the same sample at no charge to you. If the second attempt to process the same sample fails, we will send you a replacement collection kit at no charge so that you may submit another sample. If the replacement sample cannot be processed, we will not send additional collection kits and you will be entitled solely and exclusively to a complete refund of the amount paid to us, less shipping and handling charges.

THE REMEDIES SET FORTH IN SECTION 6 ARE YOUR SOLE AND EXCLUSIVE REMEDY AND THE COMPANY’S ENTIRE LIABILITY FOR ANY NONCONFORMING GOODS OR FAILED SAMPLE PROCESSING.

7. DNA OWNERSHIP AND DATA DELETION

Neither the Company nor any of its Service Providers claims any ownership rights in the DNA that is submitted for testing. Your genetic information (your DNA data and any information derived from it) belongs to you, subject only to the rights granted to the Company and its Service Providers in these Terms. You may request that we delete your genetic information at any time by contacting our Customer Service Department at support@evagenomics.com. You may also request the destruction of your physical DNA sample at any time by contacting Customer Service.[A5] 

By submitting DNA to the Company, you authorize the Company and its Service Providers to host, transfer, process, analyze, and communicate your genetic information solely for the purposes of providing the Services, and, only with your separate express consent, for internal or external scientific research, product development, or other research-related purposes of: (i) providing you the Services, including transmitting data to and from Service Providers as necessary; (ii) conducting internal research and product development; (iii) improving our Services for all users; and (iv) any other purpose we describe when we receive your express consent.

If you separately consent to the use of your genetic information or DNA sample for research, you understand that you will not acquire ownership rights in, or receive compensation from, any research findings, intellectual property, or commercial products developed through that research unless otherwise stated in the applicable research consent. The Company will limit the collection, use, retention, and disclosure of your personal information and DNA sample to activities reasonably necessary and proportionate to achieve the contracted business purposes set forth in this Agreement. Please review our Privacy Policy for more information about how we process your personal information, including your genetic information.

8. THIRD-PARTY SERVICE PROVIDERS

You acknowledge and agree that the Company engages the Service Providers to perform essential components of the Services, including, but not limited to: (a) manufacturing the testing kits; (b) receiving your DNA sample; (c) performing DNA extraction and sequencing; (d) generating raw genetic data; (e) generating and delivering genetic testing reports to you; and (f) performing computational analysis on de-identified raw genetic data to support the Services; only raw genetic data. Please review our Privacy Policy for more information about the disclosure of your personal data, including your genetic data.

You agree that the Company may share your information with the Service Providers as necessary to provide the Services. Each Service Provider is contractually obligated to maintain the confidentiality and security of your information and to use it only for the purposes of providing the Services.

The Company is not responsible for the acts or omissions of the Service Providers, and the disclaimers and limitations of liability set forth in these Terms apply to all services performed by the Service Providers on behalf of the Company. Service Providers are independent contractors of the Company and nothing in these Terms shall be construed to create any agency, partnership, joint venture, or employment relationship between you and any Service Provider.

9. PROHIBITED USES OF SERVICES AND GENETIC INFORMATION

You agree that you will not use the Services or any genetic information obtained through the Services for any of the following purposes: (a) any medical or diagnostic purpose (our Services are for informational and educational purposes only and are not intended to diagnose any disease or condition and any such potential diagnosis or condition that results from your use of our educational or informational data shall not create any liability for the Company); (b) any law enforcement investigation or judicial proceeding; (c) any discriminatory or illegal purpose; (d) employment decisions or insurance underwriting, or (e) to intentionally or unintentionally violate any applicable local, state, or federal laws or regulations. You further agree not to attempt to circumvent these restrictions by copying, downloading, or uploading your genetic information to other databases or services for any of the above-prohibited purposes.

10. DISCLAIMER OF WARRANTY

COMPANY AND ITS SERVICE PROVIDERS MAKE NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; (d) WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY GENETIC INFORMATION OR TEST RESULTS or (e) WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, OR TIMELINESS OF ANY SERVICE PROVIDER’S SERVICES; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, ANY SERVICE PROVIDER, OR ANY OTHER INDIVIDUAL OR ENTITY ON THE COMPANY’S BEHALF. YOU FURTHER ACKNOWLEDGE THAT GENETIC TESTING HAS INHERENT LIMITATIONS, INCLUDING THE POSSIBILITY OF ERRORS, OMISSIONS, AND RESULTS THAT MAY BE DIFFICULT TO INTERPRET.

11. RISKS AND CONSIDERATIONS

You hereby release the Company from any and all claims, liens, demands, actions, or suits in connection with your DNA sample, the testing, or the results thereof, including, without limitation, claims for emotional distress, invasion of privacy, defamation, or economic loss arising from unexpected discoveries about your genetic predispositions.

12. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ANY OF ITS SERVICE PROVIDERS WILL BE LIABLE FOR ANY DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE GOODS OR SERVICES, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM: (A) THE RESULTS OF ANY GENETIC TEST; (B) ANY DECISIONS YOU MAKE BASED ON THE RESULTS; (C) ANY EMOTIONAL DISTRESS RESULTING FROM YOUR TEST RESULTS; (D) THE INABILITY TO PROCESS YOUR SAMPLE; (F) ANY ACT OR OMISSION OF A SERVICE PROVIDER; OR (G) ANY DELAY, INTERRUPTION, OR FAILURE OF ANY SERVICE PROVIDER’S SERVICES. OUR TOTAL LIABILITY IN ANY MATTER RELATED TO THE SERVICES OR THESE TERMS IS LIMITED TO THE AGGREGATE AMOUNT YOU PAID TO US DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company, its Service Providers, and their respective officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (i) your breach of these Terms; (ii) your misuse of the Services or Goods; (iii) your submission of a DNA sample that is not your own without proper authorization; (iv) your use of genetic information obtained through the Services in violation of Section 9; or (v) any third-party claim arising from your use of or reliance on your genetic test results.

14. NOT MEDICAL ADVICE

THE SERVICES ARE FOR INFORMATIONAL, EDUCATIONAL, AND RESEARCH PURPOSES ONLY. THE SERVICES ARE NOT INTENDED TO DIAGNOSE ANY DISEASE OR CONDITION, AND THE RESULTS PROVIDED ARE NOT MEDICAL ADVICE. THE GENETIC INFORMATION PROVIDED BY THE COMPANY OR ANY SERVICE PROVIDER IS NOT A SUBSTITUTE FOR THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER. YOU SHOULD NOT CHANGE YOUR HEALTH BEHAVIORS OR MAKE MEDICAL DECISIONS SOLELY ON THE BASIS OF GENETIC INFORMATION RECEIVED FROM THE COMPANY OR ANY SERVICE PROVIDER. IF YOU HAVE CONCERNS OR QUESTIONS ABOUT YOUR RESULTS, YOU SHOULD CONTACT YOUR PHYSICIAN, A GENETIC COUNSELOR, OR OTHER HEALTHCARE PROVIDER BEFORE MAKING ANY LIFESTYLE OR HEALTHCARE CHANGES.

15. GOODS NOT FOR RESALE

You represent and warrant that you are buying Goods from the Site for your own personal or household use only, and not for resale. Testing kits may not be resold, distributed, transferred, or used for any purpose other than for the performance of the testing Services, without the express prior written permission of the Company. The Company reserves the right to reject or deny testing on any samples submitted using kits that are in breach of these Terms.

16. INTELLECTUAL PROPERTY USE AND OWNERSHIP

You acknowledge and agree that the Company and its licensors are and will remain the sole and exclusive owners of all intellectual property rights in all Goods made available on this Site, and any related specifications, instructions, documentation, or other materials, including, but not limited to, all related copyrights, patents, trademarks, and other intellectual property rights. You may use Goods for personal, non-commercial use only.

17. PRIVACY

We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of Goods or Services through the Site. By sending in a DNA sample for testing, you specifically consent to the storage and processing of your DNA and other personal data you submit, including the sharing of such data with Service Providers as necessary to provide the Services.

You acknowledge and consent to the following data sharing with Service Providers: (i) your DNA sample and personal information will be shared with the Laboratory Partner to perform sequencing and laboratory analysis; (ii) your laboratory results and personal information may be shared with the Clinical Partner to generate reports upon your request; and (iii) de-identified raw genetic data (without your name, contact information, or other personally identifiable information about you.

The Company does not share your genetic information with employers, insurance providers, or third-party marketers without your explicit consent; does not share your genetic information with external research partners for scientific or commercial research unless you provide separate, voluntary, express consent; and will not disclose your genetic information to law enforcement unless compelled by valid legal process, as described in our Privacy Policy. Any sharing of your genetic information with third parties other than Service Providers for research purposes will only occur with your express consent.

18. GOVERNING LAW AND JURISDICTION

All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Michigan.

19. DISPUTE RESOLUTION AND BINDING ARBITRATION

AT THE COMPANY’S SOLE DISCRETION, WE MAY REQUIRE YOU TO SUBMIT ANY DISPUTES ARISING FROM THESE TERMS, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING MICHIGAN LAW.

YOU EXPRESSLY AGREE TO REFRAIN FROM BRINGING OR JOINING ANY CLAIMS IN ANY REPRESENTATIVE OR CLASS-WIDE CAPACITY, INCLUDING BUT NOT LIMITED TO BRINGING OR JOINING ANY CLAIMS IN ANY CLASS ACTION OR ANY CLASS-WIDE OR REPRESENTATIVE ARBITRATION.

20. ASSIGNMENT

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 18 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

21. NO WAIVERS

The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of the Company.

22. NO THIRD-PARTY

These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

23. SEVERABILITY

If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

24. ENTIRE AGREEMENT

These Terms, our Site Terms of Use, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

25. SURVIVAL

The following provisions shall survive any termination or expiration of these Terms: Section 7 (DNA Ownership and Data Deletion), Section 9 (Prohibited Uses of Services and Genetic Information), Section 10 (Disclaimer of Warranty), Section 11 (Risks and Considerations), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 16 (Intellectual Property Use and Ownership), Section 17 (Privacy), Section 18 (Governing Law and Jurisdiction), Section 19 (Dispute Resolution and Binding Arbitration), and this Section 25 (Survival).

26. NOTICE

The Company will send notices to you at the email address associated with your account. You are responsible for keeping your email address current. Notices to us should be sent to the following:

EvaGenomics Inc.

206 E. HURON STREET, SUITE 314,

ANN ARBOR, MI 48104

Attn: Chief Executive Officer

Email: support@evagenomics.com