Sema4 Terms of Service

These terms of service (these “Terms”) are a legal agreement between you and Mount Sinai Genomics, Inc. d/b/a Sema4 (“Sema4” or “we”, “us” or “our”), with offices at 333 Ludlow Street, Stamford, CT 06902, establishing terms and conditions under which you may access and use the services and features available in connection with Sema4’s products, Sema4’s Tests (as defined below), Sema4’s testing programs, and Sema4’s Platforms (“Sema4’s Platforms” include Sema4’s website located at sema4.com (the “Sema4 Website”) and any other website or application owned, operated, licensed, or controlled by Sema4 including the patient portal (“Patient Portal”), the health care provider and organization testing portal (“Testing Portal”), and any Sema4 application (the “Sema4 Apps”). Such services and features are collectively referred to herein as the “Services”.  Examples of such Services include those tests and products described on the Sema4 product pages located at sema4.com/products (each a “Test”), results from those Tests (“Results”) that may be presented to a patient or health care provider, interactive tools such as Pregnancy Journey available through the Patient Portal and quizzes and questionnaires available on the Sema4 Website, the personal health information retrieval and management service that allows Patient Portal users to consolidate certain of their health records and information (referred to as Sema4’s “My Health Services”), tools used by health care providers to order Tests and genetic counseling for patients and the delivery of patient results, and organization testing services (Sema4’s “Organization Testing Program”) provided to organizations through the Testing Portal. Terms specifically applicable only to certain Services or certain users of Services are identified where appropriate. Unless explicitly stated otherwise, any new feature that augments or enhances the current Services shall be subject to these Terms.

By using the Services, you represent and warrant that:  (1) you have the legal power and authority to agree to, and to be bound by, these Terms; and (2) if you provide or have provided information to us in connection with your use of the Services, such information is true and accurate. These Services are not intended to be used by anyone under the age of 18. By using or accessing the Services, you represent that you are 18 years of age or older. If you are using or accessing the Services as a legal representative, you warrant and represent that you have the legal authority to do so. The Services are for use by residents of the United States. We make no claims or guarantees regarding access or use of the Services outside of the United States.

PLEASE READ THESE TERMS AND CONDITIONS OF USE. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS AVAILABLE AT SEMA4.COM/PRIVACY-POLICY AND INCORPORATED INTO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

PRIVACY

Sema4 is committed to respecting and protecting your privacy. Our current Privacy Policy is available at sema4.com/privacy-policy and is incorporated by reference herein. Our Notices of Privacy Practices is available at https://sema4.com/hipaa-notice-of-privacy-practices/. Any questions or comments should be directed to privacy@sema4.com.

Sema4 employs administrative, technical and physical safeguards against unauthorized disclosure or access to your private data or other personally identifiable information. However, you acknowledge that such safeguards may be capable of circumvention, and Sema4 cannot and does not guarantee that sensitive information will not be accessed by unauthorized persons.

CHANGES TO THE TERMS

Sema4 may make changes to the Terms from time to time. When these changes are made, Sema4 will make a new copy of the Terms available here. You agree to review these Terms periodically to be aware of such changes understand and agree that if you use the Services after the date on which the Terms have changed, Sema4 will treat your use as acceptance of the updated Terms.

THE SEMA4 PLATFORMS DO NOT PROVIDE MEDICAL ADVICE

All Content (defined below) available through the Sema4 Platforms is provided for informational purposes only and is not intended as a substitute for professional medical advice, help, diagnosis or treatment. This includes, for example, Content available through the Sema4 Apps, Content available through Pregnancy Journey, which provides generalized information about pregnancy experiences, and the results of any interactive questionnaire or quiz you may take on the Sema4 Website. Always seek the advice of your physician or other qualified health care provider with any questions you have regarding your medical care, and never disregard professional medical advice or delay seeking it because of something you have read on or via the Sema4 Platforms. No information available on or via the Sema4 Platforms is intended to constitute a medical diagnosis or treatment. Reliance on any information appearing on the Sema4 Platforms, including but not limited to information provided by Sema4 personnel or by other users of the Sema4 Platforms, is solely at your own risk. Sema4 does not warrant the accuracy, completeness, timeliness or usefulness of the opinions, advice, content, services or other information provided through the Sema4 Platforms.

INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS

Sema4 hereby grants you a personal, non-exclusive, non-transferable, limited, revocable right to access and use the information and content, including but not limited to all text, data, graphics, images, videos, photographs, artwork, interfaces, and other material accessible through the Sema4 Platforms (collectively, the “Content”) in accordance with these Terms. We may terminate this right at any time and for any reason. All Content is the intellectual property and proprietary information of Sema4 or, as applicable, the third party that provided rights to the Content to Sema4. All title to, ownership of, and rights in and to such Content is, and at all times shall remain, the sole and exclusive property of Sema4 and its content providers (as applicable). This license is limited to your use only.  This license should not be shared with or transferred or sublicensed to any other party, including with or to other clinicians or staff members in your office.  In the event that you share or transfer this license, you acknowledge and agree that you are solely responsible for the actions of any person to whom you provide access.  This license expressly excludes, without limitation, any rights to use the Sema4 Platforms and Content accessible therein for reproduction, duplication, sale, resale or other commercial purposes, or for any data extraction or data mining purposes.  Accordingly, you may not copy, distribute, republish, upload, post, transmit, or create derivative works of the Content in any way without the prior written consent of Sema4, provided that you may do so solely for your personal use and not for any commercial purposes and provided further that you may not remove or alter, or cause or direct to be removed or altered, any copyright, trademark, service mark, trade name, or any other proprietary notice or legend appearing on the Content. You acknowledge and agree that Sema4 own all legal right, title, and interest in and to the Sema4 Platforms, including any intellectual property rights that subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Sema4 logos and product and service names are trademarks of Sema4 and these marks together with any other Sema4 trade names, service marks, logos, domain names, and other distinctive brand features are the “Sema4 Brand Features”. Unless Sema4 otherwise agrees in writing, nothing in these Terms gives you a right to use any Sema4 Brand Features without explicit written authorization from Sema4. You may not use any Sema4 names or trademarks in any advertising or publicity, or otherwise to indicate or imply sponsorship of or affiliation with any product or service, without the prior written consent of Sema4. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Services. You agree that you shall not, and shall not permit anyone else under your reasonable authority to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code or other basis of Sema4’s technology. The Services may contain hyperlinks, directly or by means of search results, to other websites that are not maintained by, or affiliated with, Sema4. Hyperlinks to such third-party websites are provided as a service to users and are not sponsored by or affiliated with Sema4 or the Services. Sema4 is not responsible for the content of those websites. Hyperlinks are to be accessed at your own risk, and Sema4 makes no representations or warranties about the content, completeness, or accuracy of these hyperlinks or the sites hyperlinked to the Services. Further, the inclusion of any hyperlink to a third-party website does not necessarily imply endorsement by Sema4 of that website or the material or content contained therein. In the event you choose to provide us with any feedback, suggestions, or similar communications, all such messages (collectively, “Feedback Messages”) will be considered non-personal, non-confidential (except for personal information as described in our Privacy Policy) and nonproprietary. You hereby grant Sema4 a perpetual, sublicensable, assignable, unrestricted, worldwide, royalty-free, irrevocable license to use, reproduce, display, perform, practice, modify, create derivative or collective works, transmit and distribute your Feedback Messages, in whole or in part, and including all intellectual property rights therein.

INFORMED CONSENT; REQUEST FOR RESULTS

For certain Sema4 Tests, you are required to sign Sema4’s clinical informed consent (the “Consent”) before taking the Test or receiving Results. If you are ordering a Test and consenting on behalf of a child, you hereby acknowledge that you are authorized to Consent on that child’s behalf. This Consent will, among other things, explain the limitations of genetic testing and of the Test.

By accessing or using the Sema4 Platforms and requesting the Services in connection with the Sema4 Tests, you hereby request us to disclose your Test Results to you, your ordering health care provider, and any other person you or your health care provider designates, and you hereby give us permission to disclose your Results in accordance with these Terms.

USE OF YOUR INFORMATION; CONTACT BY SEMA4

You agree that any information provided to Sema4, however provided and including your clinical information, Results, Health Information, organizational information, survey responses and any information that you have provided to Sema4 or third parties and authorized Sema4 or third parties to access, may be used to provide you with the Services as well as in accordance with our Privacy Policy and any additional consent you may provide, and further that all such information may be de-identified and used by Sema4, including for validation, educational, and/or research purposes and including with our trusted research collaborators. Data and information are “de-identified” by removing any information that could be used to identify a specific person, such as a name, email address, or date of birth. Sema4 may also give the de-identified data and information to its research partners and may submit it to research databases for use in scientific and medical research, including scientific databases that are maintained by the federal government, such as a database kept by the National Institutes of Health (“NIH”) (an agency of the federal government that funds research).

Any research that results in medical advances, including new products, tests or discoveries, may have potential commercial value and may be developed and owned by Sema4 or the researchers that analyze your data. If any individuals or corporations benefit financially from studying your information, no compensation will be provided to you or your heirs. Unless separately agreed by you and Sema4, Sema4 has no obligation to retain your information indefinitely and may destroy it once it no longer has a legal duty to retain it. By consenting to these Terms, you provide authorization for Sema4 and its partners to use your submitted information for the purposes described above.

You understand that Sema4 may wish to contact you in the future, and you agree that Sema4 may do so, including for the following reasons:  for research purposes, to provide general information about research findings, and/or to provide information about your Results or information that you have provided to Sema4 that may be beneficial to you or your family members in relation to choices regarding preventive or clinical care, including clinical studies for which you may be eligible, and to introduce new or additional Services that may be applicable to you.

You agree to receive electronically all communications from us in connection with your Account or your use of the Services, which may include emails, texts, mobile push notices, or messages on the Sema4 Website, through the Sema4 Platforms, or through other Services. You are encouraged to retain copies of these communications for your records. You agree that all digital agreements, notices, disclosures, and other communications that we provide to you meet any legal requirement that such communications be in writing.

You understand that you may notify Sema4 to withdraw this consent at any time by contacting privacy@sema4.com or by calling 1-844-969-7362. You further understand that Sema4 may not be able to locate or remove certain de-identified information if you withdraw this consent, and that this withdrawal will not apply to any information that has already been de-identified and cannot be identified by Sema4.

ACCOUNT CREATION AND ACCESS

To use some of the Services through the Sema4 Platforms, including the Patient Portal, the Testing Portal, and the Sema4 Apps, you must create a user account (your “Account”) and complete all requested information fields. You represent and warrant that the information you provide is accurate and complete. If you provide any information that is untrue or inaccurate, or if you use the Services in violation of these Terms, we reserve the right to suspend or terminate your Account. To use Services requiring an account, you will also need to create a password for your Account. You are solely responsible for keeping your password confidential.  You are responsible for all uses of the Sema4 Platforms and the Services with your Account. Please notify us immediately if you are aware of any unauthorized access to or use of Your Account.

You should only access your Account from a secure, non-public computer, tablet, or other device, and not from any non-secure access point including, without limitation, public internet kiosks, or in any unprotected environments, such as airports and public libraries.  You agree that you are using and will continue to use appropriate safeguards such as personal firewalls, Adware/Spyware protection, and up-to-date virus protection and access control (consisting of at least a user ID and password) designed to protect the confidentiality, integrity, and availability of the Content and Results accessible through your Account.  You are responsible for installing and maintaining all equipment and systems necessary to access your Account and for paying all charges related thereto.

Additional terms applicable to users of the Testing Portal are included below in “Additional Terms Applicable Only to Users of the Testing Portal”.

NO UNLAWFUL OR UNAUTHORIZED USE

As a condition of your use of the Services, you represent and warrant to Sema4 that you will not use the Services for any purpose that is unlawful, misleading, malicious, or discriminatory, or prohibited by these terms, conditions, or notices. You will not solicit login information or access an account belonging to someone else. You will not collect users’ information, or otherwise access the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services.

CONTRACTED THIRD PARTIES

Sema4 has contracted with some third parties in connection with the Services (collectively referred to herein as the “Third Parties”). The Third Parties include third-party physician networks (“Third Party Physician Networks”), genetic counseling service providers, as well as any electronic health retrieval companies that you authorize to request health records on your behalf in connection with Sema4’s My Health Information Retrieval Services (described in more detail below). You understand that your use of our testing Services and products, and the services of any the Third Parties, are voluntary. If you choose to make use of the services of the Third Parties in connection with Sema4’s Services, you understand that Sema4 is not responsible for the services provided to you by any of the Third Parties.

Services Involving a Physician Intermediary; Seek Medical Counsel Prior to Treatment or Intervention

You understand that, in connection with certain Services, such as Sema4’s CarrierCheck, ReadyGen, and Natalis Tests, and certain Tests ordered through Sema4’s Organization Testing Program, we will share some information, including health information, that you provide to us with a Third Party Physician Network to assess the information and determine if the Test is appropriate for you. In the case of CarrierCheck, ReadyGen and Natalis Tests, the information will be shared for that purpose with a team of physicians and genetic counselors from PWN Remote Care Services and certain affiliated professional entities and providers (including PW Medical Professional, P.C.) (collectively, “PWN”), and PWN’s genetic counselors will assist you in understanding the Test and/or your Results. You understand that Sema4 is not responsible for the services provided by any Third Party Physician Network, including PWN.

For Sema4’s Tests that use a Third Party Physician Network, including CarrierCheck, ReadyGen, Natalis, and the Organization Testing Program, you hereby authorize Sema4 to disclose to the applicable Third Party Physician Network, and authorize such network to use and disclose to Sema4, health information provided by you or on your behalf, including Results, for the purpose of such network providing its services, including test review, authorization, outreach and genetic counseling, all as applicable to your Test(s). For the avoidance of doubt, such information may be disclosed by and among Sema4 and the Third Party Physician Network and its affiliates, agents and representatives, including, without limitation, its physicians, genetic counselors, their staff, and others designated to support the services, including its administrative services provider for the purpose set forth above.

Further, you understand and agree that a portion of the total Test fee will be collected by Sema4 on behalf of a Third Party Physician Network for physician services in connection with your Test, including to review to determine if the Test is appropriate for you, as well as genetic counseling services, when applicable, to help you understand the Test and your Results. If you have questions about the exact fee collected on behalf of any third party physician network for these services, please contact Sema4 via the Sema4 Support Webform at www.sema4.com/contact-us.

You understand that your use of our testing Services and products, including the Services of any Third Party Physician Network, are voluntary; you may wish to seek independent guidance or genetic counseling before using them. You agree and understand that the Services and those services provided by a Third Party Physician Network are not meant to replace medical care from your own physician or constitute a treatment decision, and it is recommended that you seek the advice of your physician or other appropriate healthcare professional with any questions you may have regarding the Test and your Results, and you agree that you will seek such advice prior to taking any action in connection with the cure, treatment, mitigation, or prevention of any disease or other medical condition.

Information Shared by You to Purchase a Test Through the Sema4 Platforms

If you purchase a Sema4 Test through the Sema4 Platforms, you agree and understand that your purchase of the Services requires that you provide your mailing address, phone number, and credit card or other billing information. If you pay by credit card, you represent and warrant that you and/or your authorized representative are authorized to use such credit card, and you agree to pay all charges incurred using your account. You agree that we may disclose your credit card information and related personal information to our designated service provider(s) for the purpose of charging you for the Services ordered by you.

Carrier Check Purchased Through Helix

For Sema4’s CarrierCheck Test, you agree and understand that your purchase of the Services, as well as any refund for or replacement of the Services, is governed by the terms provided by Helix OpCo, LLC (“Helix”). You understand and agree that, as set forth on the purchase page for CarrierCheck, a portion of the total fee will be collected by Helix on behalf of PWN for physician test review to determine if the Test is appropriate for you and genetic counseling services to help you understand the Test and your Results. If you have questions about the exact fee collected on behalf of PWN for these services, please contact Helix.

My Health – Health Information Retrieval Services

If you choose to use Sema4’s Services to retrieve your electronic medical records and/or other health information (your “Health Information”) from your health care providers using the Sema4’s My Health Services, you must create an Account on the Patient Portal and submit to Sema4 a signed HIPAA authorization form and such information, data, passwords, usernames, other log-in information, materials and/or other content (collectively, the “Authorization Content”) necessary for Sema4 to provide you with the My Health Services. By doing so, you are authorizing Sema4 to use and store the Authorization Content for the purposes of providing the My Health Services to you, provided that such use and storage will be in accordance with Sema4’s Privacy Policy, and you grant to Sema4 the full power and authority to do and perform all necessary activities in connection with such My Health Services.

YOU ACKNOWLEDGE AND AGREE THAT SEMA4 IS NOT LIABLE FOR ANY ERRORS OR OMISSIONS OF YOUR THIRD-PARTY HEALTH CARE PROVIDERS OR FOR THE COMPLETENESS OR USEFULNESS OF ANY HEALTH INFORMATION PROVIDED TO SEMA4 BY SUCH THIRD-PARTY HEALTH CARE PROVIDERS.

You understand and agree that this My Health Service is not sponsored or endorsed by any third parties that provide access to the Health Information in connection with the My Health Services. You further understand that your use of the My Health Services is at your own risk, including the risk that the content that you or others contribute to your health record or Health Information is inaccurate or unreliable, and that Sema4 bears no responsibility for ensuring the accuracy or reliability of any Health Information provided to it.

Additional Terms Applicable Only to Users of the Testing Portal

The following terms apply to use of the Testing Portal by ordering health care providers and representatives of organizations using Sema4’s Organization Testing Program Services:

Complete and Accurate Information

You represent and warrant that the information you provide about yourself and your practice or organization is accurate, complete and current throughout your use of the Testing Portal Services, and that you will undertake commercially reasonable efforts to verify the accuracy of any information you provide as a health care provider or organization representative about, respectively, your patients (each your “Patient”) or individuals connected with your organization (each your “Organization Person”) who are being tested through the Sema4 Organization Testing Program.  If you provide any information about yourself that is untrue or inaccurate, or fail to exercise such commercially reasonable efforts to verify the accuracy of any information about your Patients or Organization People, we reserve the right to suspend or terminate your Account.

Provision of Necessary Information

You agree to provide Sema4 with all information necessary for performing and billing the ordered Tests, including as applicable, but not limited to, your Patient’s or Organization Person’s: (i) demographic information; (ii) insurance information; (iii) the applicable International Statistical Classification of Diseases and Related Health Problems, 10th Revision (“ICD10”) codes; and (iv) clinical information necessary to submit any required pre-authorization for the ordered Tests.

Medical Care

The Services are not meant to replace the advice of a physician or other appropriate healthcare professional with respect to the cure, treatment, mitigation, or prevention of any disease or other medical condition.  You agree and understand that Sema4 is not responsible for the medical care of your Patients for whom you order Tests, or Organization People you register for Tests as appropriate, through the Testing Portal. If you are a health care provider, you further acknowledge that your use of the Testing Portal, including any disclosure and request of patient information, is for treatment purposes and/or as otherwise permitted by all applicable laws and regulations.

Confidentiality

You recognize and acknowledge that, by virtue of entering into this Agreement, you may have access to certain information of Sema4’s that is confidential and constitutes valuable, special, and unique property of Sema4, including but not limited to information relating to the business methods, business policies, procedures, techniques, or trade secrets, or other knowledge or processes of or developed by Sema4, or any other confidential information relating to or dealing with the business operations or activities, affairs, or operations of Sema4.  To the extent that you receive such information, you agree that you will not at any time (either during or subsequent to the term of this Agreement), disclose to others, use, copy, or permit to be copied, without Sema4’s express prior written consent, except in connection with the performance of duties hereunder, any confidential or proprietary information of Sema4.  Sema4 agrees that you may disclose such information to:  (i) persons other than your employees and staff with a need to know, (ii) state licensing boards or agencies, federal or state governmental authorities, (iii) the Joint Commission, and (iv) such third-party reimbursement agencies or parties as may be required pursuant to the terms and conditions of an applicable contract or agreement for reimbursement.

Results, Records, and Laboratory Data

Each Party agrees to maintain records in such form and for such duration as may be required by federal, state, and local statutes and regulations.  It is understood that the records maintained by Sema4 are and shall remain the property of Sema4, and will not be removed or transferred from Sema4, except pursuant to Sema4’s policies and procedures, or as required by law.

Upon the written request of the Secretary of Health and Human Services or the Comptroller General or any of their duly authorized representatives, Sema4 will make available those contracts, books, documents, and records necessary to verify the nature and extent of the costs of providing services under this Agreement.  Such inspection shall be available up to four (4) years after the rendering of such services.  This section is included pursuant to and is governed by the requirements of Public Law 96-499 § 952 (Section 1861(v)(1) of the Social Security Act) and the regulations promulgated thereunder.  Sema4’s disclosure under this provision will not be construed as the waiver of any legal rights to which Sema4 or you may be entitled under statute or regulation.

Independent Contractors

It is understood that Sema4 and you are independent contractors engaged in the operation of their own respective businesses.  Neither Party is, or is to be considered as, the agent, employee, partner, or joint venture of the other Party for any purposes whatsoever.  Nothing contained in these Terms shall be construed to establish a third party beneficiary agreement between Sema4 and your Patient or Organization Person

Ordering Health Care Provider Additional Terms

If you are an ordering health care provider, you additionally agree to the following terms:

Provider Representations and Warranties

You represent, warrant, and covenant that:  (i) you are, and shall remain, duly licensed and registered, and in good standing under the laws of the state, country, and/or jurisdiction in which you practice, to engage in the practice of medicine, and that said license and registration have not been suspended, revoked, or restricted in any manner; (ii) you shall at all times render services to patients in a competent, professional, and ethical manner, in accordance with prevailing standards of medical practice and material compliance with all applicable statutes, regulations, rules, orders, and directives of any and all applicable governmental and regulatory bodies having competent jurisdiction; (iii) you are not, and have not been, the subject of any federal or state governmental investigation or the subject of a corporate integrity agreement; and (iv) you shall maintain commercial general liability and professional liability insurance or self-insurance in amounts adequate to cover your respective acts and omissions, consistent with industry standards.  In the event that any insurance coverage is “claims made,” you agree that if the coverage is discontinued or terminated at any time during or after the term of this Agreement, you shall purchase extended reporting insurance (“tail coverage”) to cover all claims made.  Upon the request of Sema4, you agree to furnish Sema4 with a current and valid Certificate of Insurance, or proof of adequate self-insurance, evidencing the insurance coverage described above.  Any material modification or alteration in such coverage shall be promptly communicated to Sema4.

In the event that any of the foregoing representations and warranties is no longer accurate, you shall notify Sema4 within five (5) days.  After receiving the notice from you or otherwise, Sema4 shall have the right to terminate this Agreement at any time.

Excluded Providers

Each Party represents and warrants that it is not an Excluded Provider.  For purposes of this Section, the term “Excluded Provider” means a person or entity that either:  (i) has within a three (3) year period preceding this engagement been convicted of or had a civil judgment rendered against them for commission of a crime or fraud related to any federal or state health care program, neglect or abuse of patients, fraud, theft, embezzlement, breach of fiduciary responsibility or other financial misconduct, the unlawful manufacture, distribution, prescription, or dispensing of a controlled substance, or obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; or (ii) is currently listed by a federal agency as excluded, debarred, or otherwise ineligible for participation in federally funded programs as defined in 42 USC § 1320a-7b(f) (the “Federal Healthcare Programs”) including, without limitation, federally-funded health care programs such as Medicare and Medicaid, and any other federal procurement or non-procurement programs or any state healthcare programs.

If a Party:  (i) receives notice that it is an Excluded Provider; or (ii) is or becomes aware of any threatened, proposed, or actual exclusion from any Federal Healthcare Program, including but not limited to Medicare and Medicaid, that Party shall notify the other Party within five (5) days.  The Party receiving the notice shall have the right to terminate this Agreement at any time after learning that the notifying Party is an Excluded Provider.

For purposes of this Section, the term “Party” shall include, as applicable:  (i) the person entering into this Agreement and any partners, associates, or agents of that person, including subcontractors or employees; or (ii) the entity entering into this Agreement and any such entity’s principal directors, managing employees, officers, or any similar agents of such entity including any person who retains an ownership or controlling interest in the entity, and subcontractors or employees.

Patient Informed Consent

You shall secure all necessary and legally required informed consents, authorizations, approvals, and permissions required by applicable law, including but not limited to the privacy laws of the jurisdictions applicable to your patient(s), for Sema4 to perform the Services, including generating analysis of Results.

By accessing the Services, you certify that your patient (and/or their legal guardian, as necessary) has been informed of the benefits, risks, and limitations of the Tests requested, that you have answered the patient’s questions, and that you have obtained a signed informed consent from your patient (and/or a legal guardian, as necessary) for the Tests requested on an appropriate form provided by Sema4 or that otherwise complies with applicable laws and regulations, including New York Civil Rights Law Section 79-L as well as any laws specific to the location of your practice or the patient in question, and will retain this consent in the patient’s medical record.  You agree to furnish copies of this consent to Sema4 upon request.  Please contact us with any questions about informed consent or to obtain copies of an appropriate consent form.

Compliance with Laws

You represent and warrant that you will comply with all applicable laws, rules, or regulations (“Applicable Laws”), including, but not limited to, the federal Physician Self-Referral Law, 42 U.S.C § 1395nn, and the regulations promulgated thereunder (together, the “Stark Law”), similar state physician self-referral laws and regulations (together with the Stark Law, the “Self-Referral Laws”), the federal Medicare/Medicaid Anti-kickback Law and regulations promulgated thereunder (the “Federal Anti-kickback Law”) and similar state Anti-kickback laws and regulations (together with the Federal Anti-kickback Law, the “Anti-kickback Laws),” the Health Insurance Portability and Accountability Act (“HIPAA”) privacy regulations, the standard transactions regulations and security regulations (as of the effective dates of those regulations), and any similar laws or regulations applicable to the state, country, and/or other jurisdiction in connection with your use of the Services.  Failure to comply with any Applicable Law shall be considered a material breach of this Agreement and in the event of such a failure, Sema4 shall have the right to terminate this Agreement at any time.

You represent and warrant in particular, with respect to all protected health information (as that term is defined under the Standards for Privacy of Individually Identifiable Health Information (December 28, 2000; 65 F. Reg 82462, as amended from time to time)), that you shall protect the privacy, integrity, security, confidentiality, and availability of the protected health information disclosed to, used by, or exchanged by the Parties by implementing appropriate privacy and security policies, procedures, and practices and physical and technological safeguards and security mechanisms, all as required by, and set forth more specifically in, the HIPAA Privacy Regulations and the HIPAA Security Regulations, as each may be amended from time to time.

You represent and warrant that none of the benefits granted to, or payments received by, you or Sema4 under this Agreement is conditioned on any requirement that you or Sema4 make referrals to, be in a position to make or influence referrals to, or otherwise generate business for you or Sema4.  You further represent and warrant that this Agreement is non-exclusive and that neither Party is restricted from referring any service to, or otherwise generating any business for, any other entity of its choosing.  You expressly represent, warrant, and covenant that no payment shall be made at any time, directly or indirectly, to any physician or other person or entity as an inducement or remuneration for the referral or admission of a patient, and you shall not take any action in violation of any applicable fraud and abuse laws, including, without limitation, 42 U.S.C. § 1395u(b)(6) (prohibition against assignment of Medicare payments); 42 U.S.C. § 1395nn (the Stark law-limitation on certain physician referrals); 42 U.S.C. § 1396a(a)(32) (prohibition against assignment of Medicaid payments); or 42 U.S.C. § 1320a 7b (criminal penalties for acts involving federal health care programs; prohibition on kickbacks), as any of the foregoing may be amended from time to time.  The foregoing covenants constitute a material inducement for each Party to enter into this Agreement.

Third Party Content and Links

The Sema4 Platforms may include or link to content provided by third parties, such as Helix, other users, Third Parties, or other third parties. All statements and/or opinions expressed in such third-party content are solely the responsibility of the person or entity providing the content. Sema4 has no control over the contents of linked third party websites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of such websites or resources. If you access any third-party websites linked to the Sema4 Platforms, you do so at your own risk and subject to such websites’ terms and conditions and privacy policies. We are not responsible, or liable to you or any third party, for the content or accuracy of any information or services provided by third parties.

Force Majeure

Sema4 will not be liable for failure or delay in performing any of the Services to the extent that such failure or delay is due to causes beyond the reasonable control of Sema4, such as acts of God, fire, strikes, embargo, terrorism, and regulatory governmental agencies.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SEMA4 AND THE THIRD PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SEMA4 OR THE THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE SERVICES; (2) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE THROUGH OR FROM THE SERVICES; (3) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (4) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (5) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (6) THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SEMA4 PLATFORMS OR IN CONNECTION WITH THE SERVICES.

Additional Agreements

Your use of the Testing Portal and the Services is also subject to the terms of the written contract you or your organization entered into with Sema4 for such Services, including where you indicate acceptance on the Sema4 Platforms of additional special terms and conditions, including by clicking a button marked “I Accept, “I Agree”, “Okay”, “I Consent” or other words or actions that acknowledge your consent or acceptance of an agreement (collectively referred to as “Additional Agreements”). Your agreement to any Additional Agreement is in addition to your agreement to these Terms, and to the extent any provisions of these Terms conflict with the terms of such Additional Agreement, the terms of the Additional Agreement shall govern.

These Terms and any Additional Agreements that you have agreed to constitute the entire agreement between Sema4 and you with regard to the subject matter hereof (this “Agreement”); provided, however, that certain provisions of these Terms may be superseded by expressly designated legal notices or terms provided by Sema4, including such notices or terms located on particular pages within the Sema4 Platforms.

Governing Law and Arbitration

Any legal action or proceeding between Sema4 and you arising out of or related to this Agreement, including your use of and access to the Sema4 Platforms, the Services, the Tests, your Results, and any other Content including regarding your Health Information, will be governed exclusively by the laws of the State of New York, without regard to conflict of laws principles.

It is understood that any dispute, claim, or controversy arising under or in connection with this Agreement, including your use and access to the Sema4 Platforms, the Services, the Tests, the Results, or any other Content, including, but not limited to, claims as to whether any services rendered by Sema4 or persons employed or engaged by Sema4 were unnecessary or unauthorized or were improperly, negligently, or incompetently rendered, shall be finally and exclusively resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, and not by a lawsuit or resort to court process, except as New York law provides for judicial review of arbitration proceedings.  Both Parties to this Agreement, by entering into it, are giving up their constitutional right to have such dispute decided in a court of law before a jury, and instead are accepting the use of arbitration.  The Parties further agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this agreement to arbitrate.  Any such controversy or claim shall be arbitrated on an individual basis.  The arbitration shall be held in New York County, New York, U.S.A. before one (1) arbitrator.  Judgement on an award may be entered in any court having jurisdiction.

You understand and agree that this agreement to arbitrate binds you and anyone else who may have a claim arising out of or related to this Agreement, including your use of and access to the Sema4 Platforms, the Services, your Results and any Content. You also understand and agree that this agreement to arbitrate relates to claims against Sema4 or persons employed or engaged by Sema4. You may cancel this agreement to arbitrate by giving written notice to Sema4 within 30 days of the date of your first acceptance of these Terms. Should you choose to withdraw from the arbitration provision, all other provisions of this Agreement shall remain in full force and effect.

SEVERABILITY

The invalidity of all or any part of any provision of these Terms shall not invalidate the remainder of these Terms or the remainder of any section that can be given effect without such invalid provision.

NO WARRANTY

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

INDEMNITY

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

COPYRIGHT INFRINGEMENT – DMCA NOTICE

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under US copyright law. If you believe in good faith that content or material on this website infringes a copyright owned by you, you or your agent may send Sema4 a notice requesting that the material be removed, or access to it blocked (a “DMCA Notice”). This request should be sent to: privacy@sema4.com. A DMCA Notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the website should be sent to the address above. Any questions or comments should be directed to privacy@sema4.com.

Updated: November 4th, 2020