Toolbox Genomics, Inc. is a Delaware Corporation, whose principal place of business is at 2950 Buskirk Ave, Ste 300, Walnut Creek, CA 94597. The terms and conditions of these Terms of Service comprise a legal agreement between you and Toolbox. Your use of and access to Toolbox’s Services (as defined below) is subject to and governed by the terms set forth in these Terms of Service.
Your use of Toolbox’s Services (excluding any services provided by Toolbox under a separate written agreement) is subject to the terms of the legal agreement between you and Toolbox set forth in these Terms of Service. Except as specified herein, these Terms of Service apply to any use of the Services, including: (a) submitting a saliva sample to Toolbox for DNA extraction and processing; (b) uploading a digital version of Genetic Information to Toolbox and interpreting or interacting with it on the Toolbox website or through Toolbox Services; (c) creating and using a Customer Toolbox Account (whether or not providing a saliva sample or Genetic Information; or (d) otherwise interacting with or using the Toolbox website.
BY ACCESSING OR USING THE SERVICES IN ANY WAY, YOU AGREE TO AND ARE BOUND BY THIS AGREEMENT, AND IF YOU DO NOT ACCEPT ANY OF THE TERMS OF THIS AGREEMENT OR YOU DO NOT MEET OR COMPLY WITH ITS PROVISIONS, YOU MAY NOT USE THE SERVICES.
You and Toolbox may have entered into separate agreements. The provisions of this Agreement and such separate agreements shall, to the extent possible, be interpreted so as to supplement each other and avoid any conflict between them, but to the extent of any direct conflict, the terms of the separate agreements shall control.
IMPORTANT NOTICE: YOUR USE OF THE SERVICES IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 15 OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. Please carefully review Section 15 of this Agreement for more information.
In addition to other terms defined in this Agreement, the following terms, when used in this Agreement, shall have the following meanings:
“Agreement” or “Terms of Service” means these Terms of Service and include all terms and conditions contained herein.
“Account” means any and all records created pursuant to the relationship created between you and Toolbox, whether created online via the Toolbox website, by a consent letter or form, or otherwise, in which you provide Toolbox Personal Information in order to use and access the Services.
“Genetic Information” is information regarding a genotype (e.g., the As, Ts, Cs, and Gs at particular locations in a genome), generated through processing of or otherwise provided from (i) genetic data or genetic information provided by you to Toolbox (through the Toolbox website or otherwise), including raw genetic data and digital versions of the same (which may have been created or generated by third parties, including genetic testing services such as 23andMe, Inc. (“23andMe”)); (ii) your saliva by Toolbox or by its contractors, successors, or assigns; or (iii) information otherwise processed by or contributed to Toolbox.
“Personal Information” is information that can be used to identify you, either alone or in combination with other information. Toolbox collects and stores the following types of information in and through the Services that may, alone or in combination with other information, constitute Personal Information.
“Registration Information” is the information you provide, including information about yourself, when registering for or purchasing Toolbox Services (e.g., name, email, address, user ID and password, and payment information).
“Service” or “Services” means Toolbox’s products, software, services, reports and Toolbox website (including text, graphics, images, and other material and information) as accessed from time to time by you regardless if the use is in connection with an Account or not.
“Self-Reported Information” is all information about yourself or otherwise reported by you, including information relating to nutrition, diet, disease conditions, other health-related information, personal traits, ethnicity, family history, and other information that you provide or enter into surveys, forms, or features while using or accessing Toolbox Services or signed in to your Toolbox Account.
“Toolbox Genomics” or “Toolbox” means Toolbox Genomics, Inc., a Delaware Corporation, whose principal place of business is at 2950 Buskirk Ave, Ste 300, Walnut Creek, CA 94597.
“Toolbox website” means the Toolbox Genomics website located at www.toolboxgenomics.com.
“User Content” is all information, data, text, software, music, audio, photographs, graphics, video, messages, or other materials other than Genetic Information and Self-Reported Information generated by users of Toolbox Services and transmitted, whether publicly or privately, to or through Toolbox.
“You,” “Your,” or “user” means you, the individual using or accessing the Services, whether acting on your own behalf or for anyone for whom you have legal authority to agree and act on behalf of or otherwise.
Toolbox Services are for research, informational, and educational use only, and are not intended to be used by you or others for any diagnostic purpose and are not a substitute for professional medical advice. Toolbox does not provide medical advice. Genes are only one factor that affect your health, and individual experiences may vary. It is always a good idea to consult with a healthcare professional to develop a personalized health plan that’s right for you.
The information and recommendations in our reports are based on your genetic profile and research studies on associations between certain genes and an individual’s health. Many of the genetic discoveries that Toolbox reports have not been clinically validated, and the technology Toolbox uses, which is the same technology used by the research community, has not been widely used for clinical testing to date. Reliance on any information provided by Toolbox, Toolbox employees, others appearing on the Toolbox website at the invitation of Toolbox, or other visitors to the Toolbox website is solely at your own risk.
You should always seek the advice of a physician, nutritionist, genetic counselor, or other health care provider with any questions you may have regarding diagnosis, cure, treatment, mitigation, or prevention of any disease or other medical condition or impairment or the status of your health. You should not change diet or health behaviors solely based on information from Toolbox. Make sure to discuss Genetic Information with a physician, nutritionist, genetic counselor or other health care provider before you act upon the Genetic Information resulting from Toolbox Services. If you have concerns or questions about what you learn through Toolbox Services, you should contact a physician or other health care provider. Toolbox is not responsible for any advice provided by a third party, whether or not such third party is a physician or health care provider, whether or not that third party based the advice on information obtained through Toolbox Services.
You should not assume that any information Toolbox may be able to provide to you, whether now or as genetic research advances, will be welcome or positive. Genetic Information you share with others could be used against your interests. You should be careful about sharing Genetic Information with others. Some, but not all, states and other jurisdictions have laws that protect individuals with regard to their Genetic Information. You may want to consult a lawyer to understand the extent of legal protection of Genetic Information before you share it with anybody.
You understand that information you learn from Toolbox is not designed to independently provide nutritional or dietary advice; to independently diagnose, prevent, or treat any condition or disease; or to ascertain the state of your health in the absence of medical and clinical information. You understand that Toolbox Services are intended for research, informational, and educational purposes only, and that while Toolbox information might point to a diagnosis or to a possible treatment, it should always be confirmed and supplemented by additional medical and clinical testing and information. You acknowledge that Toolbox urges you to seek the advice of a physician or other health care provider if you have questions or concerns arising from Genetic Information.
By using the Services, you acknowledge and agree that Toolbox does not endorse, warrant, or guarantee the effectiveness of any specific course of action, resources, tests, physician or other health care providers, diet, nutritional plan, drugs, biologics, medical devices or other products, procedures, opinions, or other information. You further acknowledge and agree that if Toolbox provides to you any recommendations that identify, based on Genetic and Self-Reported Information and scientific literature or research, potentially actionable information, this information is intended for informational purposes only and for discussion with a physician or other healthcare provider. Toolbox is not a health care provider and THE SERVICES SHOULD NOT BE USED IN PLACE OF A VISIT, CALL, CONSULTATION OR THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PROVIDER. INFORMATION DERIVED FROM THE SERVICES IS NOT INTENDED, OR TO BE CONSTRUED, AS MEDICAL ADVICE, DIAGNOSIS OR TREATMENT, AND IS NOT A SUBSTITUTE FOR CONSULTATIONS WITH QUALIFIED HEALTH PROFESSIONALS WHO ARE FAMILIAR WITH INDIVIDUAL MEDICAL NEEDS.
As a condition of your use of the Services, you represent, warrant, and covenant as follows:
As a further condition of your use of the Services, you represent and warrant to Toolbox that you will not use the Services for any unlawful purpose or for a purpose that is otherwise prohibited by the terms, conditions, or notices in these Terms of Service. Further, you agree not to use the Services to:
In case of breach of any one of these representations, warranties, and covenants, you agree that Toolbox has the right to suspend or terminate your use of and access to the Services, including your Account, and refuse any and all current or future use of the Services (or any portion thereof), and you will defend and indemnify Toolbox and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns against any liability, costs, or damages arising out of the breach of the representation.
You acknowledge and agree that Toolbox (or Toolbox’s licensors, as applicable) own all legal right, title, and interest in and to the Services, including any intellectual property rights (including patents) which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
You further acknowledge that the Services may contain information which is designated confidential by Toolbox and that you shall not disclose such information without Toolbox’s prior written consent. You further acknowledge and agree that the Services and any necessary software used in connection with the Services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Services or sponsors is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by Toolbox, you agree not to, and agree not to permit anyone else to, modify, rent, lease, loan, sell, distribute, or create derivative works of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Services or Software or any part thereof, in whole or in part. Software, if any, that is made available to download from the Services, excluding software that may be made available by end-users through the Services, is the copyrighted work of Toolbox or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.
Toolbox Genomics, and other Toolbox logos and product and service names are trademarks of Toolbox and these marks together with any other Toolbox trade names, service marks, logos, domain names, and other distinctive brand features are the “Toolbox Marks.” Unless you have agreed otherwise in writing with Toolbox, nothing in the Terms of Service gives you a right to use any Toolbox Marks and you agree not to display, or use in any manner, Toolbox Marks.
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services, including on any reports provided through the Services. Unless you have been expressly authorized to do so in writing by Toolbox, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.
You acknowledge that the Services content presented to you as part of the Services, whether original Toolbox Services content or sponsored content within the Services, is protected by copyright or other intellectual property rights that are owned by Toolbox, its licensors, or the sponsors who provide that content to Toolbox (or by other individuals or entities on their behalf). You may not modify, rent, lease, loan, sell, distribute, or create derivative works based on such Services content (either in whole or in part) unless expressly permitted to do so by Toolbox or by the owners of that content in a separate written agreement.
User Content. Toolbox does not claim ownership of the User Content you provide to Toolbox (including feedback and suggestions). Unless otherwise specified, you retain copyright and any other rights you already hold over such User Content. However, by providing User Content, you give Toolbox, its subsidiaries, affiliates, contractors, sub-licensees, successors, and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Content that you submit, post, or display on or through the Services. You acknowledge and agree that this license includes a right for Toolbox to make such User Content available to other companies, organizations, or individuals with whom Toolbox has relationships, and to use such User Content in connection with the provision of those services. You acknowledge that all User Content is the sole responsibility of the person from which such User Content originated. This means that you, and not Toolbox, are entirely responsible for all User Content that you provide.
Waiver of Property Rights. As stated above, you understand that by providing any saliva sample, providing Genetic Information to Toolbox, having Genetic Information processed or analyzed, accessing Genetic Information, or providing Self-Reported Information to Toolbox, you acquire no rights in any research or commercial products that may be developed by Toolbox or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from Genetic Information or Self-Reported Information.
You agree to defend and hold Toolbox, 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, share, post to, or otherwise transmit through the Services; your use of and access to the Services; your connection to the Services; your violation of these Terms of Service; your use or disclosure of any information accessed through the Services; or your violation of any rights of another.
In addition, if you choose to provide Genetic Information or Self-Reported Information to third parties, whether individuals to whom you facilitate access, intentionally or inadvertently, or to third parties for diagnostic or other purposes, you agree to defend and hold harmless Toolbox, its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns from any and all liability arising from such disclosure or use of Genetic Information or Self-Reported Information.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK; (2) THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS; AND (3) TOOLBOX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT TOOLBOX MAKES NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE AND WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOOLBOX OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. TOOLBOX DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, TOOLBOX SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.
The Services provide, and third parties may provide, links to other sites and resources on the Internet. Because Toolbox has no control over such sites and resources, you acknowledge and agree that Toolbox is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Toolbox shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such hyperlinked site or resource.
Your correspondence or business dealings with, or participation in promotions of information providers, vendors, or resources found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely and exclusively between you and such information provider or resource. You acknowledge and agree that Toolbox shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such information provider or resources found on or through the Services.
WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT TOOLBOX SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF TOOLBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) ANY ACTION YOU TAKE BASED ON THE INFORMATION YOU RECEIVE THROUGH OR FROM THE SERVICES, (c) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (d) 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; (e) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; or (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.
IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST TOOLBOX.
Toolbox reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You acknowledge and agree that (i) modifications may result in a delay in computations for some of the Toolbox features or Services, and (ii) Toolbox shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
You acknowledge that Toolbox may offer different or additional technologies or features to collect or interpret Genetic Information in the future and that your initial purchase of the Services does not entitle you to any different or additional technologies or features for collection or interpretation of Genetic Information without fee, and that you may have to pay additional fees in order to have Genetic Information collected, processed, or interpreted using any future or additional technologies or features.
You are not obligated to use the Services, and you may cease using the Services at any time without notice to Toolbox.
The Terms of Service will continue to apply until terminated by Toolbox as set out in this Section. Toolbox may at any time terminate its legal agreement with you if: (1) you have breached any provision of the Terms of Service (or have acted in manner which shows that you do not intend to, or are unable to comply with, the provisions of the Terms of Service); (2) Toolbox is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (3) a partner with whom Toolbox offered the Services to you has terminated its relationship with Toolbox or ceased to offer the Services to you; (4) Toolbox is transitioning to no longer providing the Services to users in the country or state in which you reside or from which you use the Services; (5) you have violated a separate agreement with Toolbox that governs your use of particular aspects of the Services; or (6) the provision of the Services to you by Toolbox is, in Toolbox’s opinion, no longer commercially viable.
Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. You acknowledge and agree that Toolbox shall not be liable to you or any third party for any termination of your access to the Services.
When the Terms of Service come to an end, all of the legal rights, obligations, and liabilities that you and Toolbox have benefited from, been subject to (or which have accrued over time while the Terms of Service have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Sections 7 (Indemnity), 8 (DISCLAIMER OF WARRANTIES), 9 (LIMITATION OF LIABILITY), 11 (Termination), 12 (Notice), 15 (Applicable Law and Arbitration), and 16 (Miscellaneous) shall continue to apply to such rights, obligations, and liabilities indefinitely.
Notices to you may be made via either email or regular mail. Toolbox may also provide notices of changes to the Terms of Service or other matters by displaying notices or links to notices to you generally on or through the Services or Toolbox website. Official notices related to this Terms of Service must be sent to Toolbox at:
2950 Buskirk Ave, Ste 300
Walnut Creek, CA 94597
Additionally, Toolbox accepts service of process at this address. Any notice that you provide that does not comply with this Section shall have no legal effect.
If you are not entirely satisfied with your purchase, we're here to help. You have 7 calendar days to request a refund for your purchase. Prior to receiving a refund, we request that you let us know what you are unsatisfied with and how we may improve your experience. Upon receipt of your statement, we will be happy to refund you the cost of the report. Please email us at email@example.com for your refund request.
Toolbox may make changes to these Terms of Service from time to time. When these changes are made, Toolbox will make a new copy of the Terms of Service available on the Toolbox website and any new additional terms will be made available to you from within, or through, the affected Services or with the Registration Information or contact information you have provided to Toolbox. You understand that you have the affirmative obligation to check the Terms of Service periodically for changes, and you hereby agree to periodically review the Terms of Service for such changes. You acknowledge and agree that if you use the Services after the date on which the Terms of Service have changed, Toolbox will treat your continued use as acceptance of the updated Terms of Service. The most current version of the Terms of Service is available at www.toolboxgenomics.com/terms-and-conditions/ and can also be provided on request by emailing firstname.lastname@example.org.
Except for any disputes relating to intellectual property rights, obligations, or any infringement claims, any disputes with Toolbox arising out of or relating to these Terms of Service (“Disputes”) shall be governed by California law regardless of your country of origin or where you access Toolbox Services, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Walnut Creek, California, in English, with a written decision stating legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration costs and reasonable documented attorneys’ costs of both parties to be borne by the party that ultimately loses. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.