User Agreement

T2 LABS TERMS OF USE

THESE T2 LABS TERMS OF USE (these “Terms”) are agreed to between T2 Labs, LLC, a Delaware limited liability company, having an address at 21250 Hawthorne Boulevard, Suite 250, Torrance, California, United States 90503 (“T2,” “we,” “us,” and “our”) and you, or the entity on whose behalf you are agreeing to these Terms.

These Terms apply to the T2 website located at https://www.t2labs.com and all other sites, mobile sites, services, applications, platforms and tools where these Terms appear or are linked (collectively, the "Services"). You and other individuals or entities using the Services are collectively referred to as “Users.”

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR OTHERWISE USING THE SERVICES, YOU agree THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS. Any person or entity who interacts with the Services, whether through automated means, third-party means, or otherwise, is considered a User. Unless you have entered into a separate written agreement with T2 regarding the Services, these Terms are the complete and exclusive agreement between you and T2 regarding your access to and use of the Services and supersede any oral or written proposal, quote, or other communication between you and T2 regarding your access to and use of the Services.

Note that THESE TERMS contain mandatory arbitration Provisions that require the use of arbitration on an individual basis and limits the remedies available to you in the event of disputes or claims in connection with These TERMS OR THE SERVICES.

IF YOU DO NOT AGREE TO THESE TERMS, or do not meet the qualifications included in THESE TERMS, T2 IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO, OR USE OF, THE SERVICES, and YOU MUST NOT ACCESS OR USE THE SERVICES.

1. DEFINITIONS. Words and phrases used in these Terms have the definitions given in these Terms or, if not defined herein, have their plain English meaning as commonly interpreted in the United States.

2. TERMS. These Terms are entered into as of the date you first access or use the Services (the “Effective Date”) and will continue until terminated as set forth herein.

3. MODIFICATIONS. We may, at any time and from time to time, supplement, amend, or otherwise change these Terms. Any changes to these Terms will be effective immediately upon alerting you to the changes either through the Services or otherwise by sending you notice thereof. You agree to comply with, and be bound by, the modified Terms by (1) continuing to use or access the Services and (b) not requesting to terminate your Account within seven calendar days after the changes have been implemented. We may add features to, or delete features from, the Services at any time, without notice to you.

4. ELIGIBILITY. The Services are intended for use by Users of 18 years of age and older within the United States. If you are under 18 or are located outside of the United States, you will not use these Services.

5. ACCESS. Subject to your compliance with these Terms, we will permit you to access and use the Services solely for lawful purposes and only in accordance with these Terms.

6. UNLAWFUL OR PROHIBITED USE OF THESE SERVICES. The Services may only be used for lawful purposes in accordance with these Terms. As a condition of your use of the Services, you represent and warrant to us that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. Whether on behalf of yourself or on behalf of any third party, you will not:

6.1 Use the Services to order any Test (defined below) other than for yourself (which includes your employees and agents, if you are a corporate User);

6.2 Use the Services to view any person’s Results (defined below) other than yours (which includes those of your employees and agents that you have permission to view, if you are a corporate User, except where otherwise required by law);

6.3 Misrepresent your identity, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services, or express or imply that we endorse any statement that you make;

6.4 Make any commercial use of the Services other than in furtherance of any Test that you purchase through the Services;

6.5 Download, copy or transmit any content from the Services for the benefit of any third party;

6.6 Conduct fraudulent activities through the Services;

6.7 Use the Services to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including others’ privacy rights or rights of publicity; and

6.8 Harvest or collect personally identifiable data about Users.

7. ACCOUNTS. Before using certain Services, you may be required to establish an account (an “Account”). Approval of your request to establish an Account will be at our sole discretion. Each Account and the User identification and password for each Account (the “Account ID”) is personal in nature. You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Services through your Account. You will ensure the security and confidentiality of your Account ID and will notify us immediately if any Account ID is lost, stolen or otherwise compromised. Any activities completed through your Account or under your Account ID will be deemed to have been done by you. You may not: (1) select or use an Account ID of another User with the intent to impersonate that User; and (2) use an Account ID that we, in our sole discretion, deem offensive. In addition to all other rights available to us, including those set forth in these Terms, we reserve the right to terminate your Account, refuse service to you, or cancel orders for Tests.

8. OUR CONTENT.

8.1 Ownership and Responsibility. All content included with the Services that we provide such as Results, text, graphics, logos, images, audio clips, video, data, software, application updates, and other materials (collectively "Our Content") is the owned or licensed property of T2 or its suppliers or licensors and is protected by United States copyright, trademark, patent, or other proprietary rights (collectively, “IPR”). The collection, arrangement, and assembly of all Our Content through the Services are the exclusive property of T2 and protected by United States copyright laws. T2 and its suppliers and licensors expressly reserve all IPR in all Our Content. You are solely responsible for verifying the accuracy, completeness, and applicability of all Our Content and for your use of any of Our Content. Except as set forth in these Terms, you are granted no licenses or rights in or to any of Our Content, or any IPR therein or related thereto.

8.2 Viewing Our Content. Subject to your compliance with these Terms, you may view Our Content, solely as presented on the Services, in furtherance of any Tests that you order through the Services and any other permitted uses of the Services. You will not directly or indirectly use any of Our Content for any other purpose. You will not permit any third party to: (a) alter, modify, copy, reproduce, publish, or create derivative works of any of Our Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Our Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any of Our Content.

9. YOUR CONTENT.

9.1 Substance and Responsibility. We welcome your reviews, comments, and other communications that you submit through or to the Services, or any content or information you publish through any social media and allow us to feature, such as your name, social media handle, accompanying text, and any images from your social media accounts (e.g., Twitter™, Instagram™, Facebook™) (collectively, "Your Content"), as long as Your Content complies with these Terms. You are solely responsible for all Your Content that you provide through the Services. You represent and warrant to us that neither Your Content nor the use of Your Content by us as permitted herein will: (a) violate these Terms or any applicable laws, rules, or regulations; (b) be libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) constitute an infringement or misappropriation of the IPR or other rights of any third party; (d) be illegal in any way or advocate illegal activity; (e) be an advertisement or solicitation of any kind; (f) be false, misleading, or inaccurate; or (g) be considered junk mail, spam, a part of a pyramid scheme, or a disruptive commercial message or disruptive advertisement. We are not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Your Content. We are not responsible for the use or disclosure of any personal information that you voluntarily disclose in connection with any of Your Content. You acknowledge and agree that we reserve the right (but have no obligation) to do any or all of the following, in our sole discretion: (i) monitor Your Content; (ii) alter, remove, or refuse to post or allow to be posted any of Your Content; and/or (iii) disclose any of Your Content, and the circumstances surrounding its transmission, to any third party.

9.2 License to Your Content. As between you and us, you retain ownership of Your Content. However, in addition to any other rights granted to us under these Terms, by providing Your Content through the Services, you grant us and our authorized representatives and contractors a non-exclusive, sub-licensable, fully paid-up, perpetual, irrevocable, royalty-free, transferable right and license to use, display, perform, transmit, copy, modify, delete, adapt, publish, translate, create derivative works from, sell and distribute Your Content and to incorporate Your Content into any form, medium, or technology, now known or hereafter developed, throughout the world, in each case in order to provide the Services and fulfill any other of our obligations under these Terms. In addition, you grant to us the right to include your name that you provide along with Your Content. You represent and warrant that you have all rights necessary for you to grant the licenses granted in this Section.

10. TESTS.

10.1 Orders and Results. The Services provide you with the ability to order and ship to yourself COVID‑19 testing kits that you can take at work or at home (“Tests”) and to receive results from those Tests by returning them to a hospital that we have partnered with, who will perform the test (“Results”). To take a Test and return it to our hospital partner for Results, please follow the instructions in your Test. We will provide you with all applicable shipping materials to return Tests that you have taken back to our hospital partner, provided that you may be responsible for shipping and handling costs. Once a Test that you have taken is received by our hospital partner, it will take approximately 24-48 hours to analyze the Test and provide you with Results. We will provide you notice that your Results are ready, and you may log into your Account to view your Results. We utilize third-party lab services providers to analyze your Tests and provide you with Results. We have provided you with access to these third-party lab services as a convenience. You agree that your relationship with any such third-party lab services provider is independent and is governed by their terms of use. We make no representations or warranties regarding third-party lab services, and we disclaim any liability for such services. Many states require us or our third-party lab services providers to provide Results to local or state health departments. You acknowledge and accept that we or our third-party party lab services provider may be compelled by law or regulation to report your Results to the applicable local, state, or federal health authorities.

10.2 Transaction Information. If you wish to order any Tests available through the Services (each such order, a “Transaction”), you may be asked to supply certain information relevant to your Transaction including, without limitation, your health insurance information (e.g., your provider, group number, and policy number), information about your method of payment (such as your payment card number and expiration date), your billing address, and your shipping information (collectively, “Transaction Information”). You represent and warrant that you have the legal right to use any Transaction Information utilized in connection with any Transaction. By submitting Transaction information to us, you grant to us the right to provide such information to third parties for the purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of Transaction Information may be required prior to the acknowledgment or completion of any Transaction.

10.3 Limitations. All descriptions, images, references, features, content, specifications, and prices of Tests are subject to change at any time without notice. We reserve the right to change or update Test information and to correct errors, inaccuracies, or omissions therein at any time without prior notice. The inclusion of any Tests on the Services does not imply or warrant that these Tests will be available. By entering into a Transaction, you represent and warrant that the Tests that you buy will be used only in a lawful manner. We reserve the right, with or without prior notice, to do any one or more of the following: (a) limit the available quantity of or discontinue any Tests; (b) bar you from making or completing any or all Transaction(s); and (c) refuse to provide you with any Tests.

10.4 Payment. Federal legislation enacted in March 2020 requires comprehensive private health insurance plans to cover certain costs of Tests and provides funds for reimbursement to insurance providers for Tests ordered for uninsured patients. Based on the foregoing: (a) if you are insured, you can choose to have us bill your private health insurance plan for certain costs of Tests, and you agree to pay any co-pay or remaining out-of-pocket costs at a later date, if any, when we bill you; (b) if you are uninsured, you can choose to have us utilize federal funds to cover the cost of Tests on your behalf, and you agree to pay any remaining out-of-pocket costs at a later date, if any, when we bill you; or (c) you can choose to pay fully out-of-pocket for Tests. Notwithstanding the foregoing to the contrary, you agree to pay us all Transaction charges that may be incurred by you or on your behalf through the Services, including without limitation all shipping and handling. In addition, you will remain responsible for any taxes that may be applicable to your Transactions. You will pay us all such Transaction charges by credit card upon the finalization of the applicable Transaction.

10.5 Credit Card Charge; Cancellation. At the time you place an order, your credit card will be charged $120, or such other amount as is specified on the website, which will appear as a pending charge. If your insurance approve payment, your card will be charged only the applicable co-pay and the balance will be removed. If you cancel your order within 30 days, you will be charged $30 (or such other amount as is specified on the website). If you haven’t cancelled, then after 30 days, or when the Test is returned to our hospital partner, your card will be charged the full amount for which you are responsible.

10.6 Shipping. A shipping fee will apply for all addresses in the United States to which we ship Tests. Tests ordered before 3:00 pm will typically arrive the next business day (subject to COVID-19 related delays). The risk of loss for, and title to, Tests purchased through the Services passes to you upon our delivery to the carrier.

10.7 Returns. You are not permitted to return any Tests to us that you do not want to take. You agree to safely dispose of any Tests from us that you do not want to take. You may be entitled to a partial refund of any Transaction charges that you have paid us for Tests that you do not want to take. For more information about determining if you are entitled to this partial refund and how to obtain it if you are entitled, please contact us at support@t2labs.com

11. CUSTOMER SERVICE. If you give us permission to contact you regarding a customer service issue, we or our agents may call, text, or email you at the telephone number and/or email address that you provide us. You further agree that we may, for training purposes or to evaluate the quality of our customer service, listen to and record phone conversations you have with us or our agents regarding customer service issues.

12. SMS SERVICES.

12.1 Applicability. By enrolling in, or otherwise agreeing to receive, text messages from or on behalf of T2 (the “SMS Services”), you agree to the terms and conditions in this Section 12.

12.2 Opting In. During your access to, or use of, the Services, we may invite you participate in the SMS Services. You will only receive text messages from us, and otherwise be able to participate in the SMS Services, if we receive your consent thereto. Your consent to participate in the SMS Services is not required as a condition to entering into any Transaction or using any other Services unless we expressly notify you to the contrary.

12.3 Delivery. We will provide the SMS Services to you at the mobile number you provided to us through your consent to participate in the SMS Services or at the mobile number that is otherwise associated with your Account. Text messages sent to you as part of the SMS Services will be sent using an automatic telephone dialing system that connects through your mobile phone carrier or using any other replacement or successor technology that we choose in our sole discretion. Please note that we may not be able to deliver text messages to certain subscribers of certain mobile carriers. The frequency of text messages sent to you through the SMS Services is variable.

12.4 Content. The content of text messages that you receive through the SMS Services will be transactional, operational, and information, including general alerts, order confirmations, shipping and delivery notifications, and notifications that your Results are ready to view.

12.5 Opting Out. You may stop participating in the SMS Services at any time. To stop participating in the SMS Services, you must reply “STOP” to the sending number. After texting “STOP,” you may receive additional text messages confirming that your request has been received and processed, and you may continue to receive text messages for a short period while we process your request.

12.6 Assistance. If you need further assistance with the SMS Services, text “HELP” to the number you were sent from or contact our customer service at support@t2labs.com

12.7 Modifications. We may change any short code or telephone number we use to operate the SMS Services at any time and will notify you of these changes either in accordance with Section 24 below or at the mobile number that we have been using to send you text messages. You agree to maintain accurate, complete, and up-to-date information with us related to your receipt of text messages, including, without limitation, notifying us immediately at support@t2labs.com if you change your mobile number.

12.8 Responsibility. You agree that you will not initiate text messages from us to the mobile number of any third party without their permission. You agree to indemnify, defend, and hold us harmless from any Claims arising from you providing us with a mobile number that is not the one to which you subscribe or which you are authorized to use. You agree that we will not be liable for failed, delayed, or misdirected delivery of any content sent through the SMS Services, any errors in such content, or any action you may or may not take in reliance on the content sent through the SMS Services. You further agree that mobile carriers are not liable for delayed or undelivered messages.

13. THIRD PARTY CONTENT & SERVICES

13.1 Third-Party Content. Other Users may post content that is inaccurate, misleading, or deceptive. We neither endorse nor are responsible for any opinion, advice, information, or statements made by third parties. The opinions expressed by third parties reflect solely the opinions of the individuals who submitted such opinions and may not reflect our opinions.

13.2 Third-Party Services. We may provide you with the ability to access services developed, provided, or maintained by third-party service providers through the Services (“Third-Party Services”). Third-Party Services may integrate with, pull content from, or add content to the Services. In addition to these Terms, your access to and use of any Third-Party Services is also subject to any other agreement you may agree to before being given access to the Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to these Terms but will not apply to any other Services you may access.

14. TERMINATION. These Terms may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under these Terms. Upon termination of these Terms for any reason: (1) all rights granted to you under these Terms will terminate; (2) you will immediately cease all use of and access to all Services; and (3) we may, in our sole discretion, delete your Account at any time; provided, however, that (a) we will continue to ship any Tests to you that you have ordered prior to such termination; (b) you may continue to return such Tests to us, and we will analyze them and provide you with Results therefor; and (c) you may continue to access and use the Services and your Account for the purposes of viewing such Results and requesting customer service related to such Tests and Results. Provisions which by their inherent meanings are to survive the termination of these Terms will so survive.

15. SUSPENSION. Without limiting our right to terminate these Terms, we may also suspend your access to your Account and the Services, with or without notice to you, upon any actual, threatened, or suspected breach of these Terms or applicable law or upon any other conduct deemed by us to be inappropriate or detrimental to T2, the Services, or any other User or third party.

16. TECHNOLOGY & MARKS. The Services, and the databases, software, hardware and other technology used by or on our behalf to operate the Services, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of T2. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in these Terms; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from, or otherwise interact with, the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. We use reasonable means to protect the security of the Services, but you acknowledge that perfect security on the internet is impossible and that, as a result, Your Content, your Results, and your Transaction Information may be exposed in the event of a breach. We retain all rights, title, and interest, including, without limitation, all IPR in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology, and you are not granted any right or license to use the Technology itself, apart from your ability to access and use the Services under these Terms. The T2 name, logo and all product and service names associated with the Services or Products are trademarks of T2 and its licensors and providers, and you are granted no right or license to use them.

17. REPRESENTATIONS & WARRANTY. You hereby represent and warrant to us that: (a) you have the legal right and authority to enter into these Terms; (b) these Terms form a binding legal obligation on your behalf; (c) you have the legal right and authority to perform your obligations under these Terms and to grant the rights and licenses described in these Terms; and (d) your access to, and use of, the Services and Your Content, will comply with all applicable laws, rules, regulations, and third-party rights and will not cause us to violate any applicable laws, rules, regulations, or third-party rights. If we ship you a damaged Test, we offer you the following limited warranty, whereby if you contact our customer service at support@t2labs.comto report such damaged Test, we will promptly send you a replacement Test, at no cost to you. We may require you to provide proof of a damaged Test in order to take advantage of this limited warranty.

18. DISCLAIMERS.

18.1 General. WE cannot and do not represent or warrant that the SERVICES will be error-free, uninterrupted, free from unauthorized access, or otherwise meet your requirements. except for the limited warranty above, THE SERVICES AND ALL CONTENT, tests, results, TECHNOLOGY, AND OTHER INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES (COLLECTIVELY, THE “MATERIALS”) ARE PROVIDED BY US ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE MATERIALS, THE ACCURACY OR COMPLETENESS OF THE MATERIALS, OR THAT COMMUNICATIONS SENT FROM US ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE MATERIALS IS AT YOUR SOLE RISK. except for the limited warranty above, TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE MATERIALS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

18.2 Healthcare Specific. You should not use the Services, Our Content, or Results to replace a relationship with your physician or other health care professional and should not rely on that information as professional medical advice. Always seek the advice of your physician or other qualified health care provider concerning questions you have regarding a medical condition, and before starting, stopping, or modifying any treatment or medication. In the case of a health emergency, seek immediate assistance from emergency personnel. Never delay obtaining medical advice or disregard medical advice because of something you have or have not read through the Services. The Services are neither medical nor health care advice for any individual problem nor a substitute for medical or other professional advice and services from a qualified health care provider familiar with your medical history. Use of the Services does not create a doctor-patient relationship between you and us. No information contained in the Services is intended to be used for medical diagnosis or treatment. You acknowledge and agree that we have not represented that content provided through the Services has the ability to diagnose disease, prescribe treatment, or perform any other tasks that constitute the practice of medicine.

19. INDEMNITY. You hereby agree to indemnify, defend, and hold harmless us and our officers, directors, members, managers, shareholders, affiliates, employees, agents, contractors, Users, customers, providers, licensees, successors-in-interest, and assigns (“Indemnified Parties”) from any and all claims, suits, demands, actions, losses, liabilities, damages, judgments, settlements, fines, penalties, fees, expenses and costs (including attorneys' fees and court costs) (collectively, “Claims”) arising in any manner from: (1) your access to, or use of, the Materials; (2) Your Content, Results, or Transaction Information; and (3) your breach of any representation, warranty, or other provision of these Terms. We will provide you with notice of any Claim, and we will have the right to participate in the defense of any Claim at our expense.

20. LIMITATION OF LIABILITY. We will not BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH, OR OUT OF THE USE OF, THE MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. our TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH these Terms AND all materials, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100 OR THE AMOUNT YOU PAID FOR THE TESTS, if any, IN THE TRANSACTION GIVING RISE TO THE CLAIM, WHICHEVER IS HIGHER. You agree THAT we WOULD NOT ENTER INTO these Terms WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, our LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

21. DATA PRIVACY. You acknowledge that you have read and understood our Privacy Policy, available here: https://t2labs.com/privacy-policy. Notwithstanding anything in the Privacy Policy, we will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from your access to, and use of, the Services. To the extent any such non-personally identifiable data or information is collected or generated by us, the data and information will be solely owned by us and may be used by us for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof. We respect your privacy and go to great lengths to protect it. When it comes to your data, we use industry standard security guidelines and governance policies to safeguard your information. We do not share your personal information or individual results with third parties beyond our established partner hospitals. 

22. DISPUTES.

22.1 Agreement to Arbitrate. Except as otherwise provided in these Terms, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to these Terms, including (a) the formation, validity, binding effect, interpretation, performance, breach, or termination of these Terms; (b) the arbitrability of the issues submitted to arbitration hereunder; and (c) non-contractual claims relating to these Terms (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in these Terms, if any Dispute cannot be resolved through negotiations between the parties within 15 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under the rules of the American Arbitration Association then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by us in Los Angeles, California, United States. The arbitrator will apply the governing law set forth in in these Terms to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend these Terms or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees and expenses (including reasonable attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.

22.2 Exception to Arbitration. You agree that if we reasonably believe that you have, in any manner, violated or threatened to infringe our IPR, then we may seek emergency, preliminary or other appropriate interim relief in the federal or state courts located in Los Angeles, California, United States.

22.3 Governing Law and Venue. The interpretation of the rights and obligations of the parties under these Terms, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Delaware, United States as such laws apply to contracts between Delaware residents performed entirely within Delaware, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, and the parties hereby disclaim the application thereof. Subject to the arbitration provision of these Terms, each party will bring any action or proceeding arising from or relating to these Terms exclusively in a federal or state court located in Delaware, United States, and you irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by us.

22.4 Class Action Waiver. Regardless of the forum, you and WE agree that each may bring claims against the other only in your or OUR individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, no arbitrator or court may join or consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

23. NOTICES. Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to us by postal mail to the address for T2 listed on the Services. We may provide you with any notices required or allowed under these Terms by sending you an email to any email address that you provide to us in connection with your Account, provided that in the case of any notice applicable both to you and other Users, we may instead provide such notice by posting it on the Services. Notices provided to us will be deemed given when we actually receive them. Notice provided to you will be deemed given 24 hours after posting to the Services or sending via e-mail, unless (as to e-mail) we are notified that the e-mail address is invalid.

24. ADDITIONAL TERMS. Except as expressly set forth in these Terms, these Terms may be amended or modified only by a writing signed by both parties. All waivers by us under these Terms must be in writing or later acknowledged by us in writing. Any waiver or failure by us to enforce any provision of these Terms on one occasion will not be deemed a waiver by us of any other provision or of such provision on any other occasion. If any provision of these Terms is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to these Terms will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither these Terms nor any of your rights or obligations hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without our prior written approval. Any assignment in violation of the foregoing will be null and void. We may freely assign these Terms. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” The parties hereto are independent parties, not agents, employees or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.

25. CONTACT INFORMATION. For any questions, users can always contact T2 Labs customer support by e-mail at support@t2labs.com