Last updated: September 29, 2023

These Terms of Service (“Terms”) create an agreement between Nurture Genomics, Inc. (“Nurture,” “Nurture Genomics,” or “We”) and you. These Terms govern your use and access to Nurture’s products, software, services, and websites (www.nurturegenomics.com and https://app.nurturegenomics.com) (collectively, the “Services”). Services may be provided by Nurture Genomics or an affiliated third-party entity.

All references to “you” in these Terms refer to you, your child, or any minor for whom you have the right to consent.

Please read these Terms carefully, including all policies and consents applicable to such Services, as they constitute a legal agreement between you and Nurture. We encourage you to review our Privacy Statement, as referenced and incorporated into these Terms. Of course, if you do not agree with these Terms or any other policies or consents, then do not use the Services.

Overview of the Services

The Services may include (i) providing individuals with information on the risk for genetic disorders; (ii) through its affiliated professional entities, providing individuals with genetic counseling and care navigation services ; (iii) providing individuals with access to genetic testing (iv) providing individuals with access to physicians who can order genetic testing when appropriate; (v) providing individuals with access to technology-oriented tools for addressing certain health issues; (vi) administrative support in connection with scheduling services; and (vii) telecommunications support for using the Services as a means of direct access to a health care provider for communication, consultations, and assessments by such health care organizations and their providers.

The genetic information provided by Nurture is intended to screen for certain genetic diseases. You should not make health decisions on the basis of the genetic information received from Nurture without consulting with your healthcare provider. If you have concerns or questions about what you learn through our Services, you should contact a healthcare provider.

Availability. Certain of our Services are currently only available to individuals located in certain states. You will be provided with notice of such limitations on availability of certain Services in your location when using those parts of the Services.

Nurture Genomics is based in the United States. We provide the Services for use only by persons located in the United States. We make no claims or representations that the Services or any material included in the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries.

Eligibility. Our Services are intended for use by you only if you represent and warrant that the following are true:

• You can form a binding contract with Nurture;
• You are not a person barred from receiving the Services under the laws of the jurisdiction from which you use the Services;
• You are at least 18 years old;
• Any sample you provide to Nurture is the sample of a minor for whom you are a parent or legal guardian, or the sample of a person for whom you are a legally authorized representative;
• The name and date of birth provided on the sample match the individual from whom the sample was collected;
• The sample you provide is not from a person who is a bone marrow or stem cell recipient (find out why);
• You are located in a state where we operate

Your Relationship with Nurture Genomics – No Medical Services

Nurture Genomics does not provide any medical services, does not practice medicine, and does not provide medical advice, diagnosis or treatment in any way or manner including via the Services. Any clinical questions should be directed to a healthcare provider. Nurture provides a technology platform for you to access a health care provider who is employed or contracted with a Nurture affiliated healthcare practice and obtain access to additional information, which you may or may not choose to utilize in planning your/your child’s health care. You understand that by coordinating and consulting with an affiliated physician practice or its health care providers through the Services, you are not entering into a provider-patient relationship with Nurture Genomics.

Telemedicine Services

Telemedicine involves the delivery of health care services using electronic communications, information technology, or other means between a health care provider and a patient who are not in the same physical location. Telemedicine may be used for diagnosis, treatment, follow-up and/or related patient education, and may include, but is not limited to:

• Electronic transmission of medical records, photo images, personal health information, or other data between a patient and health care provider;
• Interactions between a patient and health care provider via audio, video, and/or data communications; and
• Use of output data from medical devices, sound, and video files.

The electronic systems used in the Services will incorporate network and software security protocols to protect the privacy and security of health information and will include measures to safeguard your data to ensure its integrity against intentional or unintentional corruption or unlawful access.

Please see our Consent for additional information about the risks and benefits of telemedicine. The Consent is hereby incorporated into these Terms by reference and constitutes a part of these Terms.

Genetic Testing Services

Genetic testing services available through the Services require a valid order by a licensed health care provider. We or our subsidiaries have partnered with a health care provider who is licensed in your state to review your request for genetic testing. You understand and agree that testing services are intended to screen for certain genetic diseases. You should not make health decisions on the basis of the genetic information received from Nurture without consulting with your healthcare provider. If you have concerns or questions about what you learn through our Services, you should contact a healthcare provider.

Please see our Consent for additional information about the risks and benefits of genetic testing. The Consent is hereby incorporated into these Terms by reference and constitutes a part of these Terms.

Registration, Account Creation and Security

Although certain parts of the Services are accessible without creating an account, you may be required to create an account to access and use certain parts of the Services. If you create an account, you agree to provide information that is accurate, complete and correct, and to accurately maintain and update any information about yourself or your child that you have provided to Nurture Genomics. If you do not maintain such information, Nurture Genomics has the right to suspend or terminate your account and your use of the Services. You agree to keep confidential your username and password and to exit from your account at the end of each session. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You also agree to immediately notify Nurture Genomics of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing support@nurturegenomics.com. Nurture Genomics may take any and all actions it deems necessary or reasonable to maintain the security of the Services.

You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else’s account at any time. Nurture Genomics explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section.

Any parent or guardian who uses the Services on behalf of their child who is under 18 assumes full responsibility for ensuring the information that they provide to Nurture is kept secure and is accurate.

Ownership and License to Use the Services

Ownership. As between Nurture Genomics and you, Nurture Genomics is the sole and exclusive owner of all right, title and interest in and to the Services and their content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, visual interfaces, trademarks, logos, products, computer code, selection, arrangement and look and feel) (“Services Content”), and is protected by copyright, patent and trademark laws, and various intellectual property rights and unfair competition laws. You are not permitted to reproduce, publish, distribute, modify, reverse engineer, disassemble, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Services or Services Content except as permitted by these Terms of Use or otherwise permitted expressly in writing. You may not access or use for any commercial purposes any part of the Services or Services Content.

Your License. Subject to your compliance with these Terms of Use, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Services and Services Content solely for your personal and non-commercial use and only as permitted under these Terms of Use and the Privacy Policy. No other right, title, or interest in or to the Services or Services Content is transferred to you, and all rights not expressly granted are reserved by Nurture Genomics or its licensors.

Nurture grants you a limited license to copy and distribute information or documents that we have purposely made available for sharing or downloading from the Services, provided that you do not:

• Remove any proprietary notice language from such information documents;
• Post such information or documents on any networked computer or broadcast it in any media;
• Make modifications to any such information or documents;
• Make any additional representations or warranties relating to such information or documents; and,
• Use such information or documents for your non-personal, commercial purpose(s).

User Content

“User Content” is all information, data, text, messages or other materials generated by users of the Services and transmitted, whether publicly or privately, to or through Nurture Genomics. For clarity, User Content does not include genetic or health information. To provide the Services to you, you must grant us a license to your User Content. We do not claim ownership of User Content, but you grant us a license to use it.

You give Nurture Genomics, and our affiliated companies, sublicensees and successors and assignees a perpetual, irrevocable, worldwide, royalty-free, fully-paid and non-exclusive license to host, reproduce, modify, publish, store, distribute, edit, reformat, and create derivative works from any User Content that you submit or post on or through the Services. You acknowledge and agree that this license includes a right for Nurture to make such User Content available to other companies, organizations, or individuals with whom Nurture has relationships, and to use such User Content in connection with the provision of those services.

In providing us with this license to you User Content:

• You represent and warrant that you have all the rights, power, and authority necessary to grant the above license.
• You retain copyright and any other rights you already hold over User Content that you create and submit, post, or display on or through the Services.
• You acknowledge and agree that you are entirely and solely responsible for all User Content that you upload, post, email, or otherwise transmit via the Service.
• You acknowledge that we have the right (but not the obligation) to modify, or remove any available User Content. Without limiting the foregoing, we have the right to remove any content that violates the Terms or that we otherwise deem to be objectionable. You acknowledge and agree that you bear all risks associated with the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

Communications by Text Message and Email

By opting-in to receive text (SMS) messages from Nurture Genomics, you consent to receiving text messages regarding your account and use of the Services. These text messages may include order confirmations, shipping notifications, messages from your healthcare provider, and other transactional messages, as well as promotional and marketing notifications, to the extent you have opted-in to receive such messages from Nurture Genomics.

You also understand that while Nurture Genomics takes your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from Nurture Genomics are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email, you do so at your own risk.

Using the Services

By accessing our Services, you agree to, acknowledge, and represent that:

• You give permission to Nurture, (including its contractors, successors and assignees) to analyze your submitted sample(s) and you request that Nurture disclose the results of analyses to you and to others you authorize.
• You understand that by providing any sample, having your information processed, accessing your information, or providing information, you acquire no rights in any research or commercial products that we may develop, either alone or in partnership with other collaborators. You also understand that you will not receive compensation for any Research we perform or commercial products we develop.
• You will follow the user conduct guidelines, as described below.
• Your sample, once provided to Nurture and analyzed, is processed in an irreversible manner and cannot be returned to you.

As a condition of your use of the Services, you warrant to Nurture that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Services in any manner that could damage the Services or interfere with any other party’s use of the Services.

Further, you agree you will not use the Services to:

• Upload, post, email, or otherwise transmit any derogatory material, including but not limited to, 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;
• Impersonate or otherwise misrepresent your affiliation with any person or entity, including, but not limited to, anyone affiliated with Nurture;
• Add your own headers, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
• Stalk or otherwise harass another;
• Upload, post, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
• Use any information received through the Services to attempt to identify other customers, to contact other customers, or for any forensic use;
• Download any file posted by another user of the Service that you know, or reasonably should know, cannot legally be distributed in such manner;
• Upload, post, or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of Nurture or any other party;
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages;
• Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose and only to the extent such content is authorized by law;
• Upload, post, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
• Use any manual or automated software, scripts, other means to access, scrape, crawl or spider any web pages or other services contained in our Website;
• Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of our Website;
• Attempt to override any security component of our Website;
• Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; or
• Intentionally or unintentionally violate any applicable local, state, national, or international laws or regulations.

Violations of the Terms

You agree that we may, in our sole discretion and without prior notice, terminate your access to the Services. You agree that Nurture will not be liable to you or to any third-party for termination of your access to the Services as a result of any violation or suspected violation of these Terms.

If Nurture does take any legal action against you as a result of your violation of these Terms, Nurture will be entitled to recover from you, and you agree to pay all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Nurture.

Privacy

Your use of the Services is governed by our Privacy Statement. Please review our Privacy Statement to understand how we handle the data we collect.

We take your privacy seriously. However, we may preserve or disclose any information if we determine that doing so is necessary in connection with an investigation, complaint, or legal action regarding your use of the Services or is otherwise necessary to comply with any applicable law, regulation, or valid legal process.

Product Warranty

Nurture warrants that its products will be free from defects in materials and workmanship for the period of time applicable to such product. This warranty and any other product warranties, expressed or implied, are only valid on products purchased from our Website.

Nurture does not support the unauthorized resale of its products, and Nurture is unable to ensure the quality of its products when sold by unauthorized sellers or through unauthorized channels. Customers should make their purchase only through our Website or through a healthcare provider partnering with Nurture.

Nurture does not extend any warranty or satisfaction guarantee to products not purchased through our Website or provided by a healthcare provider. We reserve the right to cancel orders and/or block future purchases made through the Website by customers who appear to be re-selling our products.

Notice of Your Financial Responsibility

No Insurance Accepted

Nurture Genomics and the affiliated physician practices do not accept commercial health insurance plans, are not in-network with any commercial health insurance plans, and are not enrolled with federal or state health care programs, such as Medicare and Medicaid. By choosing to use the services, you are specifically choosing to obtain products and services on a cash-pay basis outside of any commercial health insurance plan or federal or state health care program. Thus, you are solely responsible for the costs of any services. If you are a federal health program beneficiary, you agree that neither you, Nurture Genomics, the affiliated physician practices, or any of the health care organization(s) or provider(s) with whom we partner to provide health care will submit a claim for reimbursement to any federal or state healthcare program for the costs of the services and products provided to you through the Services.

Responsibility for Fees for all Services

You agree to pay all fees due for services requested. Prices are subject to change at any point in our sole discretion. You will see a prompt for your payment details, such as your credit card information and any promotional codes you may have. By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due, including recurring fees associated with Subscription Services (as defined below).
You understand and agree that you are responsible for all fees due in connection with the Services. Your payments may include fees charged by health care organization(s) or provider(s) for health care services and/or laboratory services, which Nurture Genomics collects on their behalf. Any health care services not provided by an affiliated physician practice, or an affiliated laboratory are not included in the payments collected by Nurture Genomics and you may be separately charged by the applicable provider(s) for such services.

Subscription Services

Certain products or services offered on the services may be offered on a subscription basis (“Subscription Services”). For Subscription Services, your payment method will be automatically charged at regular intervals as described during the checkout process for the applicable Subscription Services. You may cancel a subscription at any time before the cancellation cutoff date as indicated to you at the time you purchase a Subscription Service. You will also be informed about how you can cancel these Subscription Services.

No Refunds

EXCEPT AS OTHERWISE SET FORTH IN ANY RETURN OR REFUND POLICY PROVIDED TO YOU ON THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT DUE TO THE NATURE OF THE PRODUCTS AND SERVICES PURCHASABLE THROUGH THE SERVICES ANY APPLICABLE FEES AND OTHER CHARGES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

Disclaimers and Limitation of Liability

Indemnity

You agree to defend and hold Nurture, and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns harmless from any claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of User Content you submit, post to, or transmit through the Service; your use of the Service; your connection to the Service; your violation of the Terms; or your violation of any rights of another.

If you have submitted a sample or otherwise provided your own information, you will defend and hold harmless Nurture, including our employees, contractors, successors, and assignees, from any liability arising out of the use or disclosure of any information obtained from analyzing your sample or your information.

Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (A) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, NURTURE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (B) NURTURE MAKES NO WARRANTY THAT (1) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, RELIABILY SECURE, OR FREE FROM ERROR; (3) YOUR RESULTS WILL BE ACCURATE OR RELIABLE; (4) THE QUALITY OF ANY PRODUCTS, OR SERVICES THAT YOU PURCHASE OR OBTAIN WILL MEET YOUR EXPECTATIONS AND (4) ERRORS IN THE SOFTWARE WILL BE CORRECTED. (C) YOU DOWNLOAD OR OTHERWISE OBTAIN ANY MATERIAL THROUGH THE USE OF THE SERVICES AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (D) NO ADVICE OR INFORMATION YOU OBTAIN IN ANY MANNER FROM OR THROUGH NURTURE OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND SHALL NOT BE RELIED UPON AS MEDICAL ADVICE. (E) YOU SHOULD USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. NURTURE DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN OR USE OF THE SERVICES AND, THEREFORE, NURTURE SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN OR USE OF THE SERVICES.

Limitation of Liability

WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NURTURE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE SERVICES; (2) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE THROUGH THE SERVICES, (3) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT SECURE AND CONFIDENTIAL, (4) THE COST TO PROCURE SUBSTITUTE GOODS OR SERVICES THAT RESULT FROM ANY PRODUCTS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (5) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (6) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; OR (7) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.

Dispute Resolution and Arbitration

At Nurture’s sole discretion, we may require you to submit any disputes arising from these Terms or use of the Services, including disputes arising from or concerning any interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Other Provisions

Modification

We may modify, update, or temporarily or permanently discontinue the Services with or without notice.

Hyperlinks and the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Entire Agreement

These Terms, including the Privacy Statement and Consents, constitute the sole and entire agreement between you and Nurture regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

Governing Law

All matters relating to these Terms and the Services, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Massachusetts without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Massachusetts, although Nurture retains the right to bring any suit, action, or proceeding against you for breach in connection to these Terms or the Services in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability

No waiver by Nurture of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Nurture to assert a right or provision in these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions will continue in full force and effect.

Assignment

You may not assign or delegate any rights or obligations under this agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this agreement without notice to you.

Notice

We may provide notices to you through email or regular mail. We may also provide notices of changes to the Terms or other matters by displaying notices through the Services.

You must send any official notices from you to the following address:

Nurture Genomics
1 Broadway
Cambridge, MA 02142

Any notices that you provide without compliance with this section shall have no legal effect.

Modification of Terms

We may change the terms of these Terms from time to time. You will be notified of any such changes via e-mail (if you have provided a valid email address) and/or by our posting notice of the changes on the Services (which may consist of publishing the changes on our website). Any such changes will become effective when notice is received or when posted on the Services, whichever first occurs. If you object to any such changes, your sole recourse will be to terminate your use of the Services. Continued use of the Services following such notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by such changes.