Website Terms of Service

Updated: April 25th, 2022

These terms of service (these “Terms”) are a legal agreement between you and 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 Sema4’s website located at sema4.com (the “Sema4 Website”) and any other website or application owned, operated, licensed, or controlled by Sema4. Such services and features are collectively referred to herein as the “Services”.   Unless explicitly stated otherwise, any new feature that augments or enhances the current Services shall be subject to these Terms. 

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

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. 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, which explains how we collect, use and disclose protected health information about you, is available at https://sema4.com/hipaa-notice-of-privacy-practices/. Any questions or comments should be directed to privacyquestion@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. If Sema4 makes material changes to these Terms, Sema4 will make reasonable attempts to notify you. 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 SERVICES DO NOT PROVIDE MEDICAL ADVICE

All Content (defined below) available through the Services 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 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 Services. No information available on or via the Services is intended to constitute a medical diagnosis or treatment. Reliance on any information appearing on the Services, including but not limited to information provided by Sema4 personnel or by other users of the Services, 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 Services.

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 Services (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 Services 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 Services, 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. 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.

USE OF YOUR INFORMATION; CONTACT BY SEMA4

You agree that any information provided to Sema4, however provided, may be used to provide you with the Services as well as in accordance with our Privacy Policy. You agree to receive electronically all communications from us in connection with your use of the Services, which may include emails, texts, mobile push notices, or messages on or through the 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 would satisfy if they were provided to you in written hard copy.

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.

THIRD PARTY CONTENT AND LINKS

The Services may include or link to content provided by 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 Services, you do so at your own risk and subject to such websites’ terms and conditions and privacy policies. The inclusion of any link to a third party website does not necessarily imply endorsement by Sema4 of that website or the material or content contained therein. 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 SERVICES OR IN CONNECTION WITH THE SERVICES.

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 Services, 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 Services 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 Services 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: privacyquestion@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 privacyquestion@sema4.com.